2009 Registration Document

A global Automotive leader Registration document 2009 CONTENTS

1 Introduction to Faurecia 3 7 Faurecia and the environment 57 Chairman’s Message 4 7.1. Faurecia’s products and the environment 58 Board of Directors, Executive Committee and Auditors 5 7.2. Faurecia’s manufacturing sites and the environment 63 Key ﬁ gures 6

8 Corporate Governance 67 2 Business review 7 8.1. Board of Directors 68 2.1. The Faurecia Group 8 8.2. Executive Committee 90 2.2. Interior Modules 11 2.3. Other modules 14 9 Consolidated fi nancial statements 93 9.1. Consolidated statement of comprehensive income 95 3 Results of operations and fi nancing 17 9.2. Consolidated balance sheet 96 3.1. Results of operations 18 9.3. Consolidated statement of cash fl ows 98 3.2. Financial structure and net debt 20 9.4. Consolidated statement of changes in equity 99 3.3. Strategic development 21 9.5. Notes to the consolidated fi nancial statements 100 3.4. Priorities and targets for 2010 22 9.6. Consolidated companies as of December 31, 2009 154 3.5. Risk factors 23 9.7. Statutory Auditors’ report on the consolidated fi nancial statements 158

4 The Group’s human resources policy 31 Legal and fi nancial information 161 4.1. Safety in the workplace 32 10 4.2. Skills development 34 10.1. Parent Company fi nancial statements 162 4.3. Strengthening economic and social dialogue 36 10.2. Capital and share performance 194 4.4. Employee profi t-sharing and incentive plans 38 10.3. Additional information on Faurecia S.A. 198

Quality 47 11 Ordinary and Extraordinary 5 Shareholders’ Meeting 5.1. Quality achievements 48 of May 26, 2010 215 5.2. Customer awards 49 11.1. Statutory Auditors’ reports 216 5.3. Outlook for 2010 50 11.2. Agenda 218 11.3. Draft resolutions 219 6 Research and development 51 6.1. Market expectations 52 Statement by the person responsible 6.2. Product planning 53 for the Registration Document 228 6.3. Research and innovation 54 6.4. Program management 56 Cross-reference table 229

This Registration Document includes the 2009 Annual Financial Report, details of which are set out on the last page. 2009 REGISTRATION DOCUMENT

The French version of this Registration Document (document de référence) was filed with the Autorité des marchés fi nanciers (AMF) on April 28, 2010 pursuant to Article 212-13 of the AMF’s General Regulations. It may only be used in connection with a fi nancial transaction if it is accompanied by a memorandum approved by the AMF. This document has been prepared by the issuer under the responsibility of its signatories. The English language version of this Registration Document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein the original language version of the document in French takes precedence over this translation. < CONTENTS > 1

2 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 1 6 7

Introduction 9 to Faurecia 10 11

CONTENTS

CHAIRMAN’S MESSAGE 4 KEY FIGURES 6

BOARD OF DIRECTORS, EXECUTIVE COMMITTEE AND AUDITORS 5

Faurecia 2009 REGISTRATION DOCUMENT 3 Introduction to Faurecia 1 Chairman’s Message

< CONTENTS > 1 Chairman’s Message 2 3 Beginning as from the last quarter of 2008 the global economy We have capitalized on the wave of consolidation in the has suffered the worst crisis since the great depression of automotive industry by quickly seizing key opportunities that 4 1929. The automotive industry was particularly hard hit by the have enabled us to bolster our positions in two of our core downturn, with a slump in business levels in the first quarter businesses. For example, in November 2009, we became the 5 of 2009 whose impact is far from completely offset despite the world leader in emissions control technologies following our gradual improvement that has taken place since then. acquisition of Emcon Technologies. As well as generating 6 economies of scale and synergies, this acquisition gives This economic recession and its effects on worldwide vehicle Faurecia additional research and innovation capacities in a output proved a serious challenge for Faurecia but we took segment that is set to grow rapidly, on the back of ever-stricter 7 swift and resolute action to adjust our business to the new standards for cleaner vehicles that are being introduced global environment and undertake measures to ensure that worldwide. Also, in early 2010 we purchased Plastal Germany, we emerge stronger from this period of in-depth change in the 8 which has strengthened our positioning in Automotive Exteriors automotive industry. During 2009 we launched a cost savings by rounding out our customer base and product portfolio in this plan which enabled us to lower our breakeven point by 18%, 9 segment. return to operating profit in the second half of the year and create a springboard for significantly boosting our operating Thanks to these strategic moves and the programs launched to 10 profitability in 2010. enhance our operational performance, we are now well placed to reap the benefits of the expected recovery in the automotive In parallel, we stepped up the rollout of the global plan that industry during 2010. We have set ourselves two key priorities 11 we launched in 2007 to enhance our competitiveness, growth going forward. The first is to step up the pace of development potential and profitability. This plan covers all aspects of for our product and technology portfolio in order to build our the Group’s business, from program management, with the growth potential by partnering our customers as they make Excellence in Program Management action plan, through to deep-seated changes to their vehicle offerings. The second deploying the Faurecia Excellence System – which is based on priority is to step up the pace of growth in Asia – a region that automotive industry best practices – across the Group’s entire offers the largest development potential for the automotive manufacturing base. These measures have been launched in industry over the coming ten years. We already have solid all of the countries where Faurecia operates with the twin aims positions in the region, particularly in China and South Korea, of reaching a high level of operating excellence and generating and are seeking to bolster our presence in all of the Asian profitable growth. markets and with automakers whose decision-making centers In early 2009 we also decided to rapidly implement an are based there. assertive strategy to come out of the crisis – which has led to In this fast-changing operating environment, we are proud to increased concentration in the automotive supplier industry – be able to count on our teams who gave their all during the better armed than before. As a result of the global economic difficult period we came through in the early part of the year. slowdown, in the future automakers will be seeking out Their skills, expertise, initiative and team spirit are the Group’s the most reliable suppliers who offer the most competitive best assets and will be vital to achieving the aim we have set development and production prices and can act as veritable ourselves of stepping up the pace of profitable growth. partners to serve their worldwide vehicle platforms. The fact that we won €11 billion worth of new contracts in 2009 and Yann Delabrière were named as key suppliers for automakers such as Ford Chairman and Chief Executive Officer clearly demonstrates that Faurecia belongs to this group of front-ranking suppliers and has the capacity to form strong partnerships to serve all of its customers.

4 Faurecia 2009 REGISTRATION DOCUMENT Introduction to Faurecia Board of Directors, Executive Committee and Auditors 1

> < CONTENTS > 1 Board of Directors, Executive Committee 2 and Auditors 3 4 Board of Directors as of April 14, 2010 Executive Committee as of April 14, 2010 5 Yann Delabrière Yann Delabrière Chairman and Chief Executive Officer Chairman and Chief Executive Officer 6 Arnaud de David-Beauregard Directors Executive Vice-President, Group Development Éric Bourdais de Charbonnière 7 Jean-Marc Hannequin Jean-Pierre Clamadieu Executive Vice-President, Faurecia Emissions Control Technologies Frank Esser 8 Jean-Claude Hanus Frank Imbert Ross Mc Innes Chief Financial Officer 9 Lee Gardner Patrick Koller Thierry Peugeot Executive Vice-President, Faurecia Automotive Seating Robert Peugeot 10 Frédéric Saint-Geours Thierry Lemâne Philippe Varin Executive Vice-President, Group Communications 11 Statutory Auditors Members Jacques Mauge of the Compagnie Régionale de Versailles Executive Vice-President, Faurecia Automotive Exteriors Ernst & Young Audit Bruno Montmerle Executive Vice-President, Group Strategy Represented by Laurent Miannay Tour Ernst & Young Christophe Schmitt 11, allée de l’Arche Executive Vice-President, Faurecia Interior Systems 92037 Paris La Défense cedex Jean-Pierre Sounillac France Executive Vice-President, Group Human Resources PricewaterhouseCoopers Audit Represented by Dominique Ménard 63, rue de Villiers 92200 Neuilly-sur-Seine France

Faurecia 2009 REGISTRATION DOCUMENT 5 Introduction to Faurecia 1 Key ﬁ gures

< CONTENTS > 1 Key ﬁ gures 2 3 12 660.7 2007 2008 2009 (+7.4%)* 12 010.7 (-3.7%)* 4 9 292.2 121.1 (-19.3%)* 91.2 5

-237.5 6

1.0% 0.8% 2009 7 2007 2008 -1.0% -433.6 8

2007 2008 2009 -574.8 9 Sales (in €m) -91.7 Net income/(loss) attributable *Change on a like-for-like-basis Operating income (loss)(1) to equity holders excluding sales of catalytic converter monoliths. (in €m and as a % of sales) (in €m) 10

596.8 11 558.2 613.1 613.0 328.7 306.8 493.2 395.3

169.1

4.7% 4.6% 4.3% 2.4% 2.7% 1.8% 4.8% 5.1% 5.3%

2007 2008 2009 2007 2008 2009 2007 2008 2009

(3) EBITDA (2) Capital expenditure Gross R&D expenditure (in €m and as a % of sales) (in €m and as a % of sales) (in €m and as a % of sales)

1,616.0 1,604.8 69,713 61,357 846.3 1,401.2 58,414

302.7 243.5

December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, 2007 2008 2009 2007 2008 2009 2007 2008 2009 Headcount(4) Total equity Net debt (5) (in €m) (in €m)

(1) Defined in Note 1.15 to the consolidated financial statements. (2) Earnings before interest, tax, depreciation and amortization = Operating income + depreciation, amortization and provisions for impairment in value of property, plant and equipment and intangible assets (see Note 5.5 to the consolidated financial statements). (3) Before capitalized development costs and amounts billed to customers (see Note 5.4 to the consolidated financial statements). (4) Total headcount including temporary staff. (5) Defined in Note 26.1 to the consolidated financial statements.

6 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 2 6 7

Business review 9

CONTENTS

2.1. THE FAURECIA GROUP 8 2.3. OTHER MODULES 14 2.3.1. Faurecia Emissions Control 2.2. INTERIOR MODULES 11 Technologies 14 2.2.1. Faurecia Automotive Seating 11 2.3.2. Faurecia Automotive Exteriors 15 2.2.2. Faurecia Interior Systems 12

In accordance with Article 28 of European Commission Regulation 809/2004, the following information is incorporated by reference in this Registration Document: c the consolidated financial statements, the parent company financial statements, the corresponding Statutory Auditors’ reports, the comments on the consolidated financial statements and significant events of the year by business, set out respectively on pages 79 to 139, 147 to 168, 140 to 141, 169 to 170 and 6 to 18 of the 2008 Registration Document filed with the AMF on April 6, 2009 under number D.09-0200; c the consolidated financial statements, the parent company financial statements, the corresponding Statutory Auditors’ reports, the comments on the consolidated financial statements and significant events of the year by business, set out respectively on pages 75 to 135, 140 to 159, 136, 160 and 6 to 14 of the 2007 Registration Document filed with the AMF on April 28, 2008 under number D.08-0311.

Faurecia 2009 REGISTRATION DOCUMENT 7 Business review 2 The Faurecia Group

< CONTENTS > 1 2.1. The Faurecia Group 2 3 In 2009, Faurecia’s operations and sales were severely affected The Group’s full-year consolidated sales came in at by the deep recession that has hit the majority of the world’s €9,292.2 million, compared with €12,010.7 million in 2008, 4 economies, with an unprecedented contraction in worldwide down 22.6%, or 22.2% at constant exchange rates. After a automobile production in the first half of the year followed by sharp drop of 33.6% (32.6% at constant exchange rates) in the 5 a gradual recovery in the second half. In the first six months of first six months of 2009, the decline in the second half of the 2009 the European and North American markets lost 34% and year slowed to 9.2% (8.3% at constant exchange rates). 6 50% respectively, and only the Chinese market reported growth Product sales (deliveries of parts and components to for the period. automakers) amounted to €7,590.3 million, down 19.8% on the 7 The economic policies put in place by governments, combined 2008 figure of €9,574.0 million. The overall like-for-like falloff with the automotive sector’s own initiatives, drove a gradual reflects a 32.8% drop in the first half followed by only a 2.1% turnaround in the sector as from the second quarter of the contraction in the second half as a result of a 12.9% upturn 8 year. This recovery carried on into the third quarter and during the fourth quarter. automobile production rose sharply in the fourth quarter, with Sales of catalytic converter monoliths totaled €828.4 million, 9 growth coming in at around 13% for Europe and 1% for North versus €1,475.9 million one year earlier, representing a 42.9% America. Consequently the decline was curbed in the second decrease at constant exchange rates for the year, and 50.9% 10 half, with performance down by just 1% in Europe and 10% in and 32.2% for the first and second half of the year respectively. North America. This decline was exacerbated by falling precious metals prices 11 Automobile production in the second six months of 2009 was and a negative product mix effect. Excluding catalytic converter particularly buoyant in China, surging 80%, as well as in South monoliths, sales for the year came to €8,463.8 million, down America, which saw 10% growth, spurred by an upswing of 19.3% at constant exchange rates. This year-on-year drop in over 40% in the fourth quarter. sales breaks down as €3,980.1 million for the first half and €4,483.7 million for the second half of the year and represents This gradual recovery in automobile production drove an a decrease at constant exchange rates of 29.9% and 5.1% increase in Faurecia’s sales, which rose in the fourth quarter on respectively. the back of the upturn in Europe and continued robust output in Asia. Sales of tooling, R&D and prototypes were 8.5% lower in 2009 than in 2008 at constant exchange rates, totaling €873.6 million In addition to these fluctuations in volumes, in Europe there compared with €960.8 million. Billings in the first six months of were significant changes in product mix. The tax incentives to 2009 amounted to €496.1 million, a 13.3% increase at constant buy a new vehicle that were implemented in various European exchange rates, and €377.5 million in the second six months, a countries in 2009 favored the sale of entry-level vehicles. The 26.6% decrease. negative impact of the gap between sales expressed in vehicles and the change in sales expressed in euros is estimated by the various consulting firms at between 5% and 10%.

8 Faurecia 2009 REGISTRATION DOCUMENT Business review The Faurecia Group 2

> < CONTENTS > 1 SALES BY REGION(1) 2

4 North America Europe 5 12.1% 76.2% Asia 7.1% 6

7 Other countries South 0.9% 8 America 3.7% 9

Product sales in 2009 break down as follows by geographic in the rest of the world, the Group’s product sales for the region: year – primarily generated in South Africa – amounted to €62.2 million, down 35.4% on 2008. c in Europe, they amounted to €5,787.3 million, against €7,288.8 million the previous year, down 19.1% like-for-like. PRODUCT SALES BY CUSTOMER (%)(2) Following a 33.6% contraction in the first six months, business rallied in the second half, with product sales declining just 2.1% thanks to 12.9% growth in the fourth quarter; 2.1% 1.7% c Toyota Chrysler in North America, product sales came to €921.9 million 3.0.% 1.1% versus €1,471.8 million for 2008, representing a year-on- Daimler Hyundai/Kia year contraction of 38.1% at constant exchange rates. A 6.8% 2.6% recovery was noted in the second half when the decline GM Group Other was 18.2% compared with 52.8% in the first six months of the year; 10.9% c South America’s product sales totaled €281.6 million, up 6.2%. The full-year growth figure was led by a 71.5% leap Ford Group 24.7% in the fourth quarter which resulted in an overall 19.0% 10.9% VW Group increase for the second half. In the first half of the year, sales BMW declined 6.5%; c in Asia, product sales climbed 16.3% to €537.3 million. After a 13.6% 22.6% 9.7% drop in the first half of the year, growth was particularly Renault-Nissan strong in the second half with sales surging 43.0% for the six PSA months as a whole, propelled by a 56.5% jump in the fourth Peugeot Citroën quarter powered mainly by growth in China. Product sales in China totaled €462.0 million, of which €264.6 million were At €1,878.2 million in 2009, product sales with the Volkswagen generated in the second half. The country reported an overall Group fell 20.3% and represented 24.7% of Faurecia’s total year-on-year increase of 26%, jumping 53.2% in the second sales. In Europe, the decrease came to 22.8% but South half after a 1.6% drop in the first half. South Korea posted America reported a 33.4% rise, spurred by the launch of the product sales of €63.0 million, with 11.1% growth in the new Gol, and product sales with the VW Group in Asia were up second half helping to compensate the 22.3% decline in the 3.1% year-on-year. first half and contain the overall year-on-year decline to 7.3%; Sales with the PSA Peugeot Citroën Group decreased 22.5% to €1,718.0 million and accounted for 22.6% of the consolidated total. They fell 24.6% in Europe but were up 56.1% in Asia.

(1) Corresponding to production regions. (2) Excluding catalytic converter monoliths.

Faurecia 2009 REGISTRATION DOCUMENT 9 Business review 2 The Faurecia Group

< CONTENTS > 1 Product sales with the Renault-Nissan Group edged up 2.0% to The overall year-on-year decrease in sales with this customer €1,029.5 million, which represented 13.6% of the Group’s sales. was 9.1% , with Europe reporting a slight rise of 0.4% thanks to 2 This rise was fueled by the launch of the Mégane in Europe and the new Ford Fiesta, but North America posting a drop of 34.8%. the success of the Nissan Teana in China, as well as by sales Sales with the General Motors Group slipped 23.8% to 3 of Dacia. €517.2 million, accounting for 6.8% of Faurecia’s total. They Product sales with the BMW Group were down 18.2% in decreased by 37.6% in North America to €292.7 million and by 4 2009, coming in at €830.1 million and accounting for 10.9% 11.2% to €167.9 million in Europe where sales were bolstered of Faurecia’s total sales. A more subdued decrease of 12.0% by the new Opel Insigna. in Europe helped contain the impact of a 29.5% drop in sales 5 Sales with Daimler represented 3.0% of total consolidated with this customer in North America. sales. They slumped 50.2% during the year due to the fall in 6 Sales with the Ford Group – representing 10.9% of Faurecia’s volumes of the Mercedes Class S, a new version of which was total – amounted to €823.7 million, of which €533.5 million was launched in early 2010. generated in Europe and €155.3 million in North America. 7 Product sales were also lower with Toyota, Chrysler and Hyundai/Kia, down 20.3%, 57.2% and 10.8% respectively. 8

10 Faurecia 2009 REGISTRATION DOCUMENT Business review Interior Modules 2

> < CONTENTS > 1 2.2. Interior Modules 2 3 Overall sales for the Interior Modules segment came to €5,849.6 million versus €7,434.2 million in 2008, representing €6,602.6 million in 2009, down 20.2% at constant exchange a like-for-like contraction of 20.5% for the year as a whole, and 4 rates. Currency effects had a negative 0.3% impact. After a decreases of 33.6% in the first half of the year but just 2.1% for 30.4% fall for the first half of the year, the decline for the second the second half. 5 half was 6.2%. The segment’s product sales amounted to 6

7 2.2.1. FAURECIA AUTOMOTIVE SEATING 8

Sales Headcount Sites Countries R&D centers 9 €3,991 million 28,961 81 21 11 10

Faurecia Automotive Seating generated sales of €3,990.9 million applications in Russia, India, North America, South America, 11 in 2009, down 20.2% year-on-year on a reported basis and China and Japan. These new-generation standard frames – 20.4% at constant exchange rates. Product sales for the which are now fitted in more than 50 different vehicle models business fell 19.9% like-for-like to €3,707.0 million. After a – have helped Faurecia bolster its leading position* in the market 33.2% fall in the first half of the year, product sales dropped by for international seating platforms. Over the full twelve months of just 1.1% in the second half thanks to 15.7% growth registered 2009, Faurecia managed more than 42 complete seat and seating in the last three months of 2009. frame programs in total and delivered over 150 million seating components and sub-assemblies, including mechanisms, front In Europe, product sales contracted 19.4% year-on-year to and rear frames, covers, foam components and headrests, €2,908.1 million corresponding to declines of 30.3% in the integrated into over five million complete seat units. first half of the year and 2.4% in the second. China bucked the downward trend, reporting a 21.6% rise in sales to Sales and marketing activities were strong in 2009, with a €244.3 million, in line with market growth. In North America record number of new program wins both for complete seat sales plunged 58.0% in the first six months of the year, but units and seating frames. Over 60% of this new business was slowed their decline in the second half to 15.7%, bringing the won for new vehicles or following a bid process, which led to overall year-on-year decrease to 37.5%. Faurecia capturing further market share. In North America and China the main growth drivers were VW, BMW, Daimler and In South America product sales climbed 4.2% for 2009 and Nissan, enabling the Group to spread its sales more evenly 24.5% in the second half following a first half year contraction between geographic regions in the medium term. The main of 14.6%. contract renewals during the year concerned PSA and VW The year-on-year decline in product sales concerned all of in Europe for both complete seat units and seating frames. the Group’s customers but particularly Chrysler, with which Faurecia’s Automotive Seating business now ranks number business slumped by over 50%, and General Motors for three worldwide for complete seat units and number one for which the Group’s sales figure was down almost 30% for the frames and mechanisms*. year as a whole but rose 5.2% in the fourth quarter. Renault- During the year the Group continued to streamline its Nissan was the only customer with which Faurecia Automotive manufacturing base, closing 4 facilities in Europe and Seating reported an overall year-on-year increase in product significantly reducing its work force in order to adapt to the falloff sales, with growth coming in at 7.8% driven by the launch of in business. At end-2009 Faurecia had a total of 81 production the Renault Mégane platform in Europe and the success of facilities (including 32 just-in-time sites) located in 21 countries. the Nissan Teana in China – two vehicles for which Faurecia In France, the process launched in 2009 to transfer all of the supplies seats . seating mechanism production and R&D units from Flers to the During 2009, volume production started up for the Audi A5, new Caligny site will also carry on into 2010. Peugeot 308 CC, the Renault Mégane and the VW Polo – all One of the Group’s priorities in 2009 was to reorganize its vehicles for which Faurecia supplies complete seat units. The R&D capabilities, which have now been structured around four year also saw the worldwide rollout of three front seating frame units: innovations, program acquisitions, generic products and platforms for Nissan, General Motors and Volkswagen with new applications. The European teams were grouped into a smaller

* Source: Faurecia.

Faurecia 2009 REGISTRATION DOCUMENT 11 Business review 2 Interior Modules

< CONTENTS > 1 number of excellence centers, which helped to adapt headcount product development process. Faurecia offers innovative to actual requirements. In parallel, the Group was able to solutions combining new materials with optimal design 2 substantially scale back its development costs by stepping concepts that can lighten the weight of each seat unit by up the use of (i) standardized products and (ii) R&D resources several kilograms. 3 in low cost countries such as China and India. All of these Lastly, during the year, Faurecia Automotive Seating pursued reorganization and restructuring measures enabled Faurecia in its policy of extending standardized solutions to all non-visible the latter part of the year to increase the rate of return on R&D 4 seating components – including joints, seat rails, front and back activities to a more satisfactory level for the industry. frames, and headrests – enabling development and production Innovation is still a key priority for Faurecia Automotive Seating, costs to be scaled back. 5 with a particular focus on premium solutions, lighter-weight Overall, the Automotive Seating business devoted 5.2% of products and standardization. With this in mind, the Group has 6 its sales figure to research and development and 76 new created a new product line called “Comfort and Safety Modules” inventions were registered in 2009, representing a total of 98 in order to develop innovative and value-creating technologies patents and bringing the total number of active patents to over 7 that the Automotive Seating business is gradually integrating 2,000. Furthermore, some 20 events dedicated to informing into its offering. customers about new solutions and concepts were organized 8 Reducing the weight of products is a key requirement of worldwide. automakers and has become an essential element of the 9

2.2.2. FAURECIA INTERIOR SYSTEMS 11

Sales Headcount Sites Countries R&D Centers €2,612 million 18,446 66 18 5

Faurecia Interior Systems sales totaled €2,611.7 million in North America’s product sales totaled €294.6 million, losing 2009, down 21.0% on a reported basis and 19.9% at constant 30.7% for the full year but only 13.0% in the second half exchange rates. Product sales amounted to €2,142.6 million following a more contained decrease of just 2.3% in the fourth versus €2,769.1 million in 2008. After a first half year decline of quarter. The falloff in product sales concerned all of Faurecia’s 34.3%, the contraction in the second half was only 3.8% thanks customers, but particularly Chrysler due to a collapse in to a 10.4% rise in product sales in the last three months of the business in the first half, which was partly offset by the ramp- year. For the year as a whole this represented a like-for-like up of General Motors’ new SRX and Equinox programs. decline of 21.6% In Asia, the Interior Systems business continued along the Product sales trended upwards towards the end of 2009 across growth path in China with product sales advancing 27.4% to the Group’s various geographic regions, with buoyant growth in €80.8 million. The region reported a 45.5% surge in product China and South America. sales at constant exchange rates in the second six months of the year, reflecting the combined impact of brisker Overall product sales in Europe came to €1,621.3 million, down sales momentum for the business as a whole and a robust 21.5% year on year. The decline was 2.6% in the second half, performance from the Ford and Audi programs. with the region’s fourth-quarter product sales climbing 11.1%. The year was marked by sharply lower business levels with Product sales in South America climbed 4.2% to €109.2 million, French and German automakers, whereas product sales with with the region posting 13.7% growth at constant exchange Ford increased, thanks to the ramp-up of the Ford Fiesta which rates for the second half thanks to VW Gol’s strong performance. was launched towards the end of 2008.

12 Faurecia 2009 REGISTRATION DOCUMENT Business review Interior Modules 2

> < CONTENTS > 1 2009 was another eventful year in terms of production The Interior Systems business also pursued its rollout of the launches, with manufacturing start-ups in Europe for Faurecia Excellence System (FES) in 2009, leading to a major 2 instrument panels for the Peugeot 3008/5008, the new Citroën shift in its manufacturing performance. This achievement has C3, Renault Scenic, Landrover Freelander Samsung SM3 been lauded by several of the Group’s customers, including the 3 and Samsung SM5, mats and interior fittings for the Peugeot Ford Motor Company which named Faurecia Interior Systems 3008/5008 and interior fittings for the Logan Duster, as well as one of its ABF (Aligned Business Framework) suppliers. This as the re-launch of production for the Ford Transit. Production marks an important step for Faurecia as it has served to further 4 programs were also launched in South America for the Nissan bolster its long-term partnership with Ford and has given it the Platina, and instrument panels for the Volkswagen Fox GP and resources to achieve ever-higher levels of performance. 5 Chevrolet Viva. The year was also fruitful in terms of innovation, with the Meanwhile, new business gained in 2009, notably through business filing 89 patents. For example, the new “Biomaterials 6 orders placed by Daimler, Volkswagen, Audi, General Motors for Mass production” project promotes the use of biomaterials and Ford, bolstered the Group’s expansion drive and enabled in the manufacture of instrument and door panels. The Smart 7 Faurecia to retain its number one position in the instrument Fortwo is already fitted with an instrument panel comprising and door panel market both in Europe and worldwide*. a mix of linen fiber and traditional polymers. The Interior Systems’ business has recognized expertise in incorporating 8 In 2009, Faurecia’s acquisition of Tata group’s interest in Taco wood into the production of door panels and is aiming to go Faurecia Design Center (TFDC) resulted in TFDC becoming a even further by offering parts entirely made from biomaterials. wholly-owned subsidiary. Based in Pune in India, 160 km south 9 of Mumbai, TFDC specializes in CAD (Computer Aided Design) In addition, the SAS joint venture with Continental, which is and simulation systems. Thanks to its new status as a wholly- specialized in just-in-time fitting and delivery of full cockpit 10 owned Faurecia company, TFDC will be able to further develop modules with electronics and circuitry built into the instrument its capabilities and become a full-fledged development center. panel, enabled Faurecia to deliver 3.5 million modules - 11 The new Faurecia-ShinSung Masan plant in South Korea was including a significant proportion of Faurecia products – to its officially inaugurated on October 28, 2009. This plant, in which customers in 2009. Further information on this company is Faurecia holds a 60% interest, marks a step forward in Faurecia provided in Note 13 to the consolidated financial statements. Interior Systems’ growth strategy for the Asia-Pacific region. Production of instrument panels and central consoles began at the plant in May and September respectively for the Renault- Samsung SM3 and SM5.

* Source: Faurecia.

Faurecia 2009 REGISTRATION DOCUMENT 13 Business review 2 Other modules

< CONTENTS > 1 2.3. Other modules 2 3 The Other Modules segment posted total sales of point currency impact). At €1,740.6 million, product sales for €2,689.6 million in 2009, down 27.3% on a reported basis, or 2009 were down 18% year-on-year, corresponding to a 31.1% 4 26.6% at constant exchange rates (excluding the negative 0.7 fall for the first half and 2.2% for the second half. 5

6 2.3.1. FAURECIA EMISSIONS CONTROL TECHNOLOGIES 7

Sales 8 (including catalytic converter monoliths) Headcount Sites Countries R&D centers €1,826 million 7,115 38 15 9 9

10 Faurecia Emissions Control Technologies sales amounted to the exhaust through the use of an SCR catalyst. These €1,826.1 million in 2009, down 32.7% at constant exchange systems also require vehicles to be fitted with an Adblue tank 11 rates and 20.9% excluding catalytic converter monoliths. containing an aqueous solution with a 30% urea content; Product sales excluding catalytic converter monoliths fell to c NOx Trap, another technology that reduces nitrogen oxide €950.1 million from €1,226.3 million in 2008, representing a like- emissions (NOx) from the exhaust. NOx trap catalysts look like for-like decrease of 21.4%. After a 36.6% decrease in the first normal catalytic converters but contain specific quantities of half of the year, the decline was limited to 2.4% in the second half precious metals (platinum, palladium and rhodium); as the business delivered 9.1% growth in the last quarter. c Low Pressure Exhaust Gas Recirculation (LP-EGR), a system that By geographic region, product sales excluding catalytic limits the production of NOx in the combustion chamber. The converter monoliths retreated 20.1% in Europe and 45.3% in exhaust gases are recovered by a back pressure valve after North America. Asia posted a 15.7% increase, however, led by passing through the particulate filter and are directed back to the 33.8% growth reported by China. In South Korea, product the engine intake. The recirculated exhaust gas reduces the sales dipped by 7.3%. engine combustion temperature, thus reducing NOx; South America experienced 15.7% growth in product sales c Fuel Vaporizer, a component for vaporizing diesel fuel during the year. directly in the exhaust line prior to the particulate filter. The In the first half of 2009, the fall in product sales was 33.7% in fuel reacts chemically in the diesel catalyst to increase the Europe, 60.5% in North America, and 7.1% in Asia with China temperature of exhaust gases and therefore enable the reporting a 6% rise. Sales rose 12.9% in South America. In the particulate filter to be more effectively regenerated in severe second half of the year the decline in sales was reduced to 0.8% usage conditions such as low temperatures and city driving. in Europe and 28.3% in North America. At the same time, Asia The strength of Faurecia’s Emissions Control Technologies reported brisk growth of 40.8% propelled by a 62.0% surge in business was recognized by Ford Motor Company in making China. South America posted an 18.0% rise. Faurecia one of its Aligned Business Framework (ABF) The major underlying trends remained unchanged in 2009 suppliers. Ford’s ABF network was created to build up long- for the emissions control market, whose value is growing term relationships and strengthen collaboration with suppliers. due to ever-stricter anti-pollution standards being adopted In joining this select group, Faurecia has therefore entered in the world’s major regions. For instance, the Tier 2 Bin 5 into a long-term partnership with Ford, which will enable the standard entered application phase in the USA in 2008 and its two groups to work more closely together on joint projects. European equivalent – the Euro 5 standard – came into effect Numerous shared prospects have been opened up for both on September 1, 2009. Similar standards are gradually being partners, such as development projects in North America for introduced in the world’s other regions. To help automakers the Ford Escape Fusion, Mercury Milan and Lincoln MKZ, the meet the requirements of these standards, Faurecia has Ford Kuga and Flex, as well as for the Ford Focus and Taurus. expanded its product portfolio, adding innovations such as: Also during the year, Faurecia Emissions Control Technologies won its first contract with Volkswagen in North America c Selective Catalytic Reduction (SCR), a technology that for its new saloon model which will be manufactured at its significantly reduces nitrogen oxide emissions (NOx) from Chattanooga plant in Tennessee.

14 Faurecia 2009 REGISTRATION DOCUMENT Business review Other modules 2

> < CONTENTS > 1 In Europe, the Emissions Control Technologies business has Faurecia Emissions Control Technologies ended the year won contracts with the PSA Group to (i) manage the just-in-time on a high note thanks to the Group’s announcement of the 2 facility at Aulnay for production programs for the new Citroën acquisition of Emcon Technologies, a global leader in the C3, and (ii) set up a new just-in-time facility at Ottmarsheim sector. This business combination will enable Faurecia 3 near the Mulhouse plant for the upcoming launches of the Emissions Control Technologies to become the world leader* Citroën C4 and the Peugeot 308 and 206+. Meanwhile, the in emissions control technologies as well as regional leader* Bragança plant in Portugal won the national prize for the best in North America, Europe, Asia (excluding Japan) and South 4 factory in its sector. America. During the year, Faurecia Emissions Control Technologies Emcon Technologies will also reinforce Faurecia Emissions 5 continued its international expansion drive, particularly in Control Technologies’ research and innovation capacities. The Asia, by (i) stepping up its presence with its long-standing company’s seven R&D centers, 810 engineers and technicians 6 customers through new production launches for PSA, and annual R&D budget will enable Faurecia Emissions Control Hyundai, Volkswagen and Renault Samsung, (ii) entering into Technologies to cover the entire range of vehicles currently 7 partnerships with Chinese customers such as Chery and on the market, as well as to broaden its key skills (acoustics, Dongfeng, and (iii) opening a new site at Busan in South Korea. particulate filters, thermal control, treatment of nitrogen In addition, the Changchun plant was named best supplier oxides, product/process integration etc.) and to stay a length 8 by both FAW-WW and the FAW group, and the Wuhan plant in ahead in new technologies. China was ranked among DPCA’s three best suppliers in terms Through the acquisition of Emcon Technologies Faurecia 9 of logistics performance and among Dong Feng Motors’ ten will be able to enter the commercial vehicles market, which best suppliers for its own brand. A new site in Kaluga (200 km represented approximately €7 billion in 2008 (source: Roland 10 from Moscow) will deliver parts for Volkswagen as from 2010. Berger). Emcon Technologies has major customers in this In order to provide the effective support required for this market and expertise in the key emissions control technologies 11 growing number of production facilities, and in view of required for these vehicles. its commercial successes, the Group decided to provide The acquisition of Emcon Technologies will also broaden Faurecia Emissions Control Technologies with a state-of-the- Faurecia Emissions Control Technologies’ customer base art worldwide R&D center. Consequently, the Bavans site in by strengthening relations with existing customers like France is currently being developed to become a worldwide Volkswagen, General Motors and Ford and bringing on board excellence center aimed at spearheading activities relating to new customers such as Toyota, BMW, Honda and Fiat as well as innovation, research, development and program engineering. customers from the commercial vehicles segment.

2.3.2. FAURECIA AUTOMOTIVE EXTERIORS

Sales Headcount Sites R&D centers €863 million 2,423 13 4

Automotive Exteriors sales slipped 8.8% to €863.5 million in number of major vehicles, such as the new Audi A6 and the 2009. Following an 18.7% decline in the first six months of the restyled version of the A4 for the Volkswagen Group. At the year, sales rose 2.4% in the second half. Product sales came to same time, it launched production of bumpers for the Citroën €790.5 million, representing a like-for-like decrease of 13.5% C3 and DS3 in Europe, the new C5 in China, the Peugeot 5008 for the full year, 23.5% for the first half and just 2.0% for the and the new versions of Dacia vehicles in Russia. second half. The overall year-on-year sales contraction was The business group continued its innovation drive in 2009, contained thanks to robust business levels with Audi, especially with the launch of the XRI hybrid front-end carrier, patented for the Audi A4 and A3. by Faurecia. Based on a new metal-plastic hybrid injection During the year, Faurecia Automotive Exteriors launched process, XRI reduces the weight of components while increasing production for several vehicles, including the Audi A8 and modular capacity at the front of the vehicle and complying with the BMW Z4 and X1, and renewed production programs for a energy absorption requirements.

* Source: Faurecia.

Faurecia 2009 REGISTRATION DOCUMENT 15 Business review 2 Other modules

< CONTENTS > 1 Thanks to its recognized expertise in vehicle architecture, Over the year as a whole, all of the Automotive Exteriors business Faurecia Automotive Exteriors can offer customers effective group’s products and units either achieved or exceeded the 2 solutions in terms of structure, passive security, packaging and quality objectives set with customers, which helped push up perceived quality, drawing on its 13 production sites based in orders placed during the year to a level representing almost 3 France, Germany, Slovakia, Portugal and the USA. In 2009 it 150% of annual sales. also continued to assist its customers’ development through partner production sites, mainly in Spain, Romania, Russia and 4 South Africa. 5

16 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 3 6 7

Results of operations 9 and ﬁ nancing 10 11

CONTENTS

3.1. RESULTS OF OPERATIONS 18 3.4. PRIORITIES AND TARGETS FOR 2010 22 3.1.1. Operating income (loss) 18 3.5. RISK FACTORS 23 3.1.2. Other income statement items 19 3.5.1. Industrial and environmental risks 23 3.2. FINANCIAL STRUCTURE AND NET DEBT 20 3.5.2. Risks relating to the outlook for 2010 25 3.5.3. Financial risks 25 3.3. STRATEGIC DEVELOPMENT 21 3.5.4. Legal risks 28

Faurecia 2009 REGISTRATION DOCUMENT 17 Results of operations and ﬁ nancing 3 Results of operations

< CONTENTS > 1 3.1. Results of operations 2 3

3.1.1. OPERATING INCOME (LOSS) 4 5 The Group reported an operating loss of €91.7 million (1.0% of the year enabled the Group to mitigate the impact of the sharp sales) in 2009, compared with operating income of €91.2 million downswing of around €683 million in unit sales during the 6 for the previous year. period. In the second half of 2009, despite a further negative impact of €162 million from continuing subdued business In the second half of 2009 Faurecia turned in operating income 7 volumes, the additional €257 million in cost savings achieved of €95.6 million representing 1.9% of sales (versus €0.9 million fueled a €94.7 million increase in operating income against the in the same period of 2008), enabling it to partially offset the corresponding prior-year period. 8 €187.3 million loss recorded in the first six months of the year. The first-half operating loss reflects the dramatic impact of the Trends by business reflected those for the Group as a whole 9 fall in business levels, particularly in the first quarter. with both of Faurecia’s operating segments facing the same market context and cost-cutting measures. To counter the effect on the Group of the slump in its customers’ 10 production levels, as of end-2008, Faurecia set up the Challenge c The Interior Modules segment reported an operating loss of 2009 plan with the following objectives: €130.3 million in 2009 (2.0% of sales) versus an operating loss of €24.6 million in 2008 (0.3% of sales). Interior Modules 11 c reduce costs by €600 million; ended the second half of the year with operating income of c lower the breakeven point by 15%; €37.0 million (1.1% of sales), against an operating loss of €31.4 million in the same period of 2008. c introduce a cash flow control plan for 2009; c The Other Modules segment posted operating income c secure the Group’s financing. of €38.6 million in 2009 (1.4% of sales) compared with During the year, the Challenge 2009 plan enabled the Group €115.8 million the previous year. Operating income for the to reduce direct production costs by €234 million, purchasing second half of 2009 stood at €58.6 million, representing 4.1% of costs by €146 million, and fixed production costs, R&D costs, sales, up from €32.3 million for the equivalent period of 2008. and overheads by €283 million. Total cost savings achieved In view of the business context, gross research and development therefore came to €663 million, in line with the plan’s targets. costs were reduced to €493.2 million in 2009, representing At the same time, by moving towards a more flexible structure 5.3% of sales, compared with €613.0 million in 2008 (5.1% for production costs, enhancing manufacturing performance of sales). Excluding amounts billed to customers, R&D costs through the rollout of the Faurecia Excellence System totaled €207.9 million, corresponding to 2.2% of sales, versus Acceleration Plan, and carefully negotiating commercial terms, €269.9 million and 2.2% of sales in 2008. These costs reflect the Group improved its variable cost margin quarter by quarter the R&D efforts required to ensure that the Group can renew throughout the year. The figure went from 23.2% of product sales its programs. in the last quarter of 2008 to 25.4% for the same period of 2009. Selling and administrative expenses amounted to €335.9 million Based on annualized second-half performance, by the end and represented 3.6% of sales, against €352.8 million and 2.9% of the year, all of the above measures had helped the Group in 2008. to lower its breakeven point by 18%, outstripping the original EBITDA stood at €395.3 million, representing 4.3% of sales, target of 15% and enabling Faurecia to move back into positive versus €558.2 million (4.6% of sales) in 2008. In the second territory and create a springboard for the future. half of the year, the EBITDA figure was €335.9 million (6.8% The aggregate €406 million in estimated cost savings of sales), up from the €236.8 million posted for the equivalent generated by Challenge 2009 during the first six months of prior-year period.

18 Faurecia 2009 REGISTRATION DOCUMENT Results of operations and ﬁ nancing Results of operations 3

> < CONTENTS > 1

3.1.2. OTHER INCOME STATEMENT ITEMS 4 5

“Other operating income and expense” represented a net As the Group complied with the covenants in its loan agreements 6 expense of €134.1 million, breaking down as €68.8 million at the end of December 31, 2009, the additional borrowing costs in the first half and €65.3 million in the second half. The full- will no longer apply with effect from January 2010, which will year net expense figure mainly includes €129.5 million in enable Faurecia to reduce its annual finance costs by around 7 expenses recognized in respect of restructuring measures, €35 million compared with 2009. which was below the amount forecast and broke down as “Other financial income and expense” represented a net 8 follows: €41.8 million for France, €29.2 million for Germany, expense of €43.9 million (of which €34.6 million was incurred €21.5 million for North America, €14.1 million for Spain and in the first half), and included the following: €22.9 million for other countries. The restructuring measures 9 corresponded to staff reduction plans affecting 4,282 employees c the impact of changes in fair value of interest rate hedges, implemented as a result of the sharp drop in business levels. representing a net expense of €6.0 million; 10 The remaining €4.6 million net expense recorded under this c a €4.6 million net expense relating to currency hedges, item mainly reflected the combined impact of a net €6.9 million chiefly reflecting changes in the PLN/EUR exchange rate; 11 gain on the disposal of non-operating assets and €7.6 million in costs incurred for the acquisitions of Emcon and Plastal. c a €14.8 million negative translation adjustment concerning borrowings of certain foreign subsidiaries, of which Net finance costs totaled €123.0 million, or 1.3% of sales, €13.7 million was recorded in the first half; compared with €96.3 million in 2008. The higher figure for 2009 was notably due to the increase in the average interest c a €10.5 million expense (€9.8 million in 2008) corresponding rate on the Group’s borrowings from 4.08% in 2008 to 5.41% in to the impact of discounting pension benefit obligations. 2009, as (i) the fall in market rates during the year only partly The tax charge for 2009 was €35.9 million, versus €28.8 million offset the effect of much wider spreads on bank loans and in 2008. No deferred tax assets are recognized for the majority commercial paper programs and (ii) the positive impact of the of tax losses made by Group subsidiaries. April 2009 rights issue was only felt from May onwards. The Group ended the year with a consolidated net loss of The terms of the Group’s main credit facility were renegotiated €417.3 million. After minority interests of €16.3 million, the in 2009 following a breach as of June 30, 2009 of the covenants net attributable loss came to €433.6 million compared with contained in the related loan agreement, which specified that €574.8 million one year earlier. In the second half of 2009 the the debt/EBITDA ratio could not exceed 3.50 and the finance net attributable loss totaled €69.1 million. costs/EBITDA ratio could not fall below 4.50. As a result, borrowing costs on this credit facility rose by 340bp. The loss per share for 2009 was €6.85.

Faurecia 2009 REGISTRATION DOCUMENT 19 Results of operations and ﬁ nancing 3 Financial structure and net debt

< CONTENTS > 1 3.2. Financial structure and net debt 2 3 The Challenge 2009 plan included cash flow control measures finance costs/EBITDA ratio to 4. This led to a 340bp increase in aimed at offsetting the sharp negative impact on the Group’s the related borrowing costs. 4 financing requirements caused by the falloff in business volumes. Also during the year Faurecia obtained a further €213 million Net cash flows – corresponding to changes in net debt syndicated credit facility in order to finance the potential early 5 excluding the impact of sales of trade receivables and the redemption of its bonds issued in 2005 and maturing in 2010 rights issue carried out during the period – represented a total in view of the fact that the bond covenants were breached and 6 net cash outflow of €168.1 million in 2009. Net cash flows could not be renegotiated. improved fundamentally in the second half of the year, due On April 30, Faurecia carried out a €455 million rights issue 7 to (i) the Group’s enhanced operating performance following (€446.1 million net of transaction costs), which was guaranteed the upswing in business levels and (ii) the lower cost base. by Peugeot SA. The issue was well received by the market, and Accordingly, the €168.4 million cash burn in the first half was 8 Peugeot SA only took up the amount of shares to which it was followed by a €0.3 million cash surplus in the second half. entitled under its pre-emptive subscription rights. The liquidity Cash flow from operations amounted to €98.7 million, of Faurecia’s shares increased significantly, from a trading 9 representing 1.1% of sales, down €76.1 million on the volume of 28,000 shares per day prior to the issue to a daily €174.8 million figure recorded for 2008 (1.5% of sales). average trading volume of 500,000 shares after the issue. The 10 Faurecia share was once again included in the SBF 80 index The change in working capital requirement including (compartment A) from December 18, 2009. outstanding amounts under receivables sales programs was 11 a positive €86.4 million, mainly attributable to a reduction in On November 26, Faurecia issued €211 million worth of inventories from €526.1 million to €438.6 million. OCEANE bonds convertible into new shares or exchangeable for existing shares after a period of three years. The issue Capital expenditure totaled €169.1 million in 2009, representing was carried out at a price of €18.69 per bond, representing a 1.8% of sales. The significant decrease compared with the premium of 27%. The bonds bear annual interest of 4.5% and €328.7 million (2.7% of sales) recorded in 2008 resulted from mature on January 1, 2015. The issue was favorably received the rollout of the Challenge 2009 plan. The negative change in by debt investors and enabled the Group to significantly extend working capital on investments was €24.9 million. the average maturity of its borrowings. Capitalized development costs were also lower in 2009, coming All of these measures, combined with tight control over in at €104.4 million against €144.7 million one year earlier as a operating cash flows, allowed Faurecia to bolster its financial result of the acceleration of R&D billing to Faurecia customers position and reduce its debt figure from €1,604.8 million at as part of the Challenge 2009 plan and the overall decrease in December 31, 2008 to €1,401.2 million at end-2009. R&D costs. Taking into account (i) the €433.6 million net loss for the year, The Challenge 2009 plan also included a set of measures to (ii) the €446.1 million net proceeds of the rights issue which improve the Group’s liquidity and strengthen its financial were received in late May 2009, and (iii) the recognition in structure. equity of €23.3 million representing the option component As mentioned above, in March 2009 Faurecia renegotiated the of the convertible bonds issued in November 2009, equity terms of its main credit facility in order to temporarily raise the attributable to owners of the parent stood at €256.9 million at ceiling on its debt/EBITDA ratio to 4.50 and lower the floor of its December 31, 2009.

20 Faurecia 2009 REGISTRATION DOCUMENT Results of operations and ﬁ nancing Strategic development 3

> < CONTENTS > 1 3.3. Strategic development 2 3

The ongoing slump in production levels in the automotive representing 19% of Faurecia’s capital and 16.41% of its voting industry, both in Europe and the United States, led to financial rights. One Equity Partners subsequently transferred 1,706,120 4 difficulties for numerous automotive equipment suppliers of these shares to Emcon’s managers. Following this transfer in both 2008 and 2009, and even led to liquidations and Faurecia’s ownership structure is as follows – Peugeot SA: 5 bankruptcies in some cases. This context has accelerated the 57.4%; One Equity Partners: 17.4%; the Faurecia corporate general trend toward market concentration. mutual fund and treasury shares: 0.4%; free float: 24.8%. 6 In 2009, Faurecia drew on its main strengths – a leading Faurecia also assumed €70 million in debt as part of the deal, position in each of its businesses, a diversified customer without this impacting the Group’s covenants or materially 7 portfolio, a worldwide manufacturing presence and strong affecting its financial ratios. The acquisition is expected to innovation capacities – as well as the cost reductions and generate €60 million worth of annual synergy gains and to have stronger customer relations achieved during the year to equip an accretive effect on earnings as from 2011. 8 itself with the resources required to be able to take part in the On February 3, 2010 Faurecia signed an agreement with a concentration of the global automotive equipment supplier 9 view to acquiring the German operations of Plastal – a front- market. In line with this strategy, the Group carried out two ranking supplier of exterior plastic parts for the automotive major transactions in 2009 and early 2010, described below. industry. Based in Weissenburg (Germany), Plastal Germany 10 On October 30, 2009 Faurecia signed an agreement to acquire generated €408 million in sales in 2009 with nine automakers. Emcon Technologies (formerly Arvin Industries) from One Equity The company employs 2,000 people based in Germany at five 11 Partners, the private equity arm of JP Morgan Chase & Co. manufacturing sites and an R&D center. Based in Troy (Michigan, USA), Emcon Technologies is a global Thanks to this acquisition, Faurecia Automotive Exteriors will leader in emissions control technologies and its customer be able to: base includes passenger car, commercial vehicle and engine c broaden its customer base, notably with Ford and Porsche, manufacturers. It employs some 6,000 people in 19 countries as well as strengthen its positions with Volkswagen/Audi and also operates through several long-standing joint ventures. and BMW; In 2008 the company generated sales of $3.6 billion (€2.4 billion), and posted EBIT and EBITDA figures of €17 million(1) and c extend its product offering and gain additional expertise in €53 million(2) respectively. the manufacture of plastic parts other than its core business of bumpers; The acquisition was approved by Faurecia’s shareholders at an Extraordinary General Meeting held on February 8, 2010. At c strengthen its presence and R&D capacities in Germany, that date Emcon Technologies was incorporated into Faurecia’s becoming the new European leader in automotive exterior Exhaust Systems business to form “Faurecia Emissions Control parts. Technologies”, which is the new world leader in its market The acquisition will be financed by Group cash balances for backed by strong combined research and innovation capacities. an amount of between €23 million and €33 million depending The deal will also give Faurecia Emissions Control Technologies on the adjustments made when the transaction is completed. an entry point in the commercial and off-road vehicles markets It is expected to have an accretive effect on operating income while enabling it to broaden its customer base and widen its as from 2010 and will enable Faurecia’s Automotive Exteriors geographic reach. business to become the new European leader(3) in automotive exterior parts. Upon receiving clearance from the EU The acquisition involved One Equity Partners transferring to competition authorities, Plastal’s operations became a part of Faurecia all of the shares in the Emcon Technologies group Faurecia Automotive Exteriors on April 1, 2010. in return for 20,918,224 newly-issued Faurecia shares,

(1) In accordance with the definition in Note 1.15 to Faurecia’s consolidated financial statements, Emcon Technologies’ 2008 EBIT figure has been adjusted for the impact of OEP’s initial accounting for its acquisition of Emcon from Arvin-Meritor (US$ exchange rate = €1.47). (2) In accordance with the definition in Note 1.15 to Faurecia’s consolidated financial statements, Emcon Technologies’ 2008 EBIT figure has been adjusted for (i) restructuring costs and (ii) the impact of capitalizing certain development costs in accordance with IFRS (US$ exchange rate = €1.47). (3) Source : Faurecia

Faurecia 2009 REGISTRATION DOCUMENT 21 Results of operations and ﬁ nancing 3 Priorities and targets for 2010

< CONTENTS > 1 3.4. Priorities and targets for 2010 2 3 Faurecia’s priorities in 2010 will be the following: The upturn in global automotive production, which began in the second half of 2009, looks set to continue in the first 4 c further enhancing operating efficiency, by continuing to scale half of 2010. Against this backdrop, Faurecia’s product sales back fixed costs and pursuing the rollout of the Faurecia growth outlook for 2010 as a whole is around 4% based on a Excellence System Acceleration Plan. We also expect to 5 comparable structure and the Group’s new scope, i.e. including achieve another increase in our contribution margin. At the Emcon Technologies and Plastal Germany. The growth figure same time, we will further extend Excellence in Program for the first half of the year is expected to be higher. 6 Management plan in order to continue to enhance the average profitability of our programs, particularly in the On this basis, Faurecia’s annual targets for 2010 are to achieve: 7 development phase; c a further 5% reduction in the breakeven point; c integrating the teams and operations of Emcon Technologies c operating income in excess of €200 million; 8 and Plastal Germany in order to unlock the expected synergies from these acquisitions over the coming three c a swing from a pre-tax loss to pre-tax income; years – and tap the customer and product potential offered 9 c positive net cash flow. by these business combinations. 10

22 Faurecia 2009 REGISTRATION DOCUMENT Results of operations and ﬁ nancing Risk factors 3

> < CONTENTS > 1 3.5. Risk factors 2 3

3.5.1. INDUSTRIAL AND ENVIRONMENTAL RISKS 4 5

3.5.1.1. Dependence 3.5.1.2. Customer risks 6 on the automotive sector Faurecia is exposed to credit risk, notably the risk that its The Faurecia Group’s sole area of business is manufacturing automaker customers will default or go bankrupt in the event 7 and selling original equipment to automaker customers. The of financial difficulties. Group’s sales are therefore directly related to the vehicle In view of the operating context in the automotive sector, 8 production levels of these customers in their markets. The Faurecia cannot rule out the possibility that one or more of level of sales and automobile output for each of Faurecia’s its customers may not be able to honor certain contracts or 9 customers depends on numerous parameters, notably (i) the suffer financial difficulties, notably in the event of bankruptcy general level of consumption of goods and services in a given proceedings which would lead to a total or partial payment market; (ii) confidence levels of economic players in that freeze or a stoppage of operations. Furthermore, changes 10 market; (iii) the availability of credit for vehicle purchases; in the automotive sector could accelerate the concentration and (iv) possibly governmental aid programs (such as the of automakers, ultimately resulting in the disappearance 11 recent financial support provided to the automotive sector and of certain brands or vehicle models for which the Group incentives introduced for the purchase of vehicles). produces equipment. The occurrence of one or more of these Consequently, the Group’s sales are directly correlated to events could have a significant impact on the Group’s sales, automotive market performance in the main geographic results and future prospects. Detailed accounting information regions where Faurecia and its customers operate (see Note 4.3 regarding trade accounts receivable is provided in Note 18 to to the consolidated financial statements), particularly in Europe the consolidated financial statements. and North America, which respectively accounted for 73.2% However the Group’s exposure to customer credit risk is and 11.6% of the Group’s sales in 2009. Automotive production attenuated by the structure of its customer portfolio described levels in the two regions have been hit hard by the contraction in section 2.1 above. In 2009, Faurecia’s five largest automaker in end-customer demand for vehicles and the troubled financial customers accounted for 82.7% of product sales as follows: situation of certain companies in the automotive sector. The Volkswagen 24.7%, PSA 22.6%, Renault-Nissan 13.6%, BMW economic slowdown experienced during the first half of 2009 10.9%, and Ford 10.9%. weighed heavily on the Group’s business in all of its production areas and the first quarter of the year was particularly difficult In first-half 2009 Faurecia recorded impairment losses of in terms of both profitability and cash generation. €22.2 million for assets and €1.3 million for trade receivables due to General Motors and Chrysler filing for Chapter 11 The main risk for Faurecia is related to the fact that its business bankruptcy protection in the United States during the period. levels depend on the commercial success of the models for Faurecia’s remaining assets and commitments with these which it produces components and modules, and at the end groups in the US concern vehicles whose production is of the lifecycle of a model, to the uncertainty of whether its scheduled to continue based on currently available information. products will be taken up again for the replacement model. A stop in the production of these vehicles could give rise to a In addition, the orders placed with the Group are open orders risk for Faurecia. The costs relating to this risk cannot be without any guarantees of minimum volumes and are generally determined but they are not expected to represent a material based on the life of the vehicle model concerned. amount. As Faurecia’s customers include the majority of the world’s As of December 31, 2009, past-due payments represented major automakers, it is totally dependent on developments in less than 1% of consolidated sales for the year. Additions to the global automotive industry. However, the Group’s exposure provisions for doubtful customer accounts totaled €8.9 million to customer risk is naturally attenuated by its market share in 2009. and its international presence.

Faurecia 2009 REGISTRATION DOCUMENT 23 Results of operations and ﬁ nancing 3 Risk factors

< CONTENTS > 1 3.5.1.3. Supplier risks 3.5.1.5. Risks related to order volumes 2 The Group uses a large number of suppliers based in different countries for its supplies of raw materials and basic parts. In As a result of its position as a producer and assembler of 3 2009, out of a total of some €4,489 million worth of production components and systems for the automotive industry, and in goods purchased from around 2,000 main suppliers, Faurecia’s light of the significant volumes ordered by its customers, the 4 ten largest partners accounted for 20% of the purchased goods Group has to constantly adapt its operations to the business and 9.5% of consolidated sales. levels and needs of its customers in terms of supply, production, 5 If one or more of the Group’s main suppliers were to go services, research and development. If Faurecia or one of its bankrupt, or experience an unforeseen stock-out, quality suppliers were to default at any stage of the process, it could problems, a strike or any other incident disrupting its supplies be held liable, notably for breaching its contractual obligations 6 for which it were liable, this could impact Faurecia’s production or for any technical problems that may arise. The Group could output or lead to additional costs that would affect the Group’s also be required to make certain investments, particularly in 7 sales, earnings and overall financial position. tooling and research, which may not be offset by customer order volumes. This is due to the fact that the financing of Faurecia closely monitors the quality and reliability of research and development costs can be paid upfront or at the 8 suppliers’ production operations as well as their credit status end of the development period, or as the parts are delivered, and sustainability in order to ensure that the Group’s supply with no guarantee from the customer that it will pay for the full 9 chain is secure. A gradual upturn in business levels combined amount of expenditure incurred. with shorter payment periods applicable in France as well as the support measures provided to the sector should improve Volume risk analyses are carried out twice a year with each 10 the position of numerous suppliers. customer, during which issues relating to price renegotiations and the amount of outstanding research and development 11 costs are addressed. The relevant contracts sometimes 3.5.1.4. Commodity risks contain clauses concerning the renegotiation of research and development financing. The Group’s operating income and earnings can be adversely Any difference between forecast and actual sales figures for affected by changes in the prices of the raw materials it uses, customers represents a direct risk for the business levels of notably steel and plastics. all of the Group’s production facilities. Following significant To the extent that the Group’s sale contracts with customers inventory shedding at the start of 2009, production levels have do not include price indexation clauses linked to the price of its gradually picked up, driven particularly by government stimulus raw materials, Faurecia endeavors to reduce its risk exposure schemes implemented in the major European countries. The to unfavorable fluctuations in commodity prices by continually termination of these incentive schemes could adversely affect negotiating conditions with customers and tightly managing the Group if the ensuing impact was not offset by higher levels inventories. Faurecia does not, however, use derivatives to of vehicle purchases. hedge its purchases of raw materials or energy. The proportion of purchases of steel and plastics managed directly by the Group represented a moderate 6% of 3.5.1.6. Environmental risks consolidated sales in 2009. On account of their industrial nature, the Group’s operations If commodity prices were to rise steeply; Faurecia could not are subject to increasingly strict environmental laws and guarantee that it would be able to pass on all of such price regulations in the various countries in which it is present. increases to its customers, which could have an unfavorable The Group may be required to incur additional costs and/or impact on the Group’s sales, earnings and overall financial capital expenditure in order to remedy a situation, comply with position. the applicable regulations, or pay any penalties in the event of (i) any malfunction or other incidents affecting the Group’s equipment; (ii) human error; (iii) regulatory non-compliance; or (iv) any tightening of the applicable regulations. The types of environmental risks to which the Group is exposed, together with its ongoing drive to limit the impact of its operations on the natural habitat of its various host countries are described in further detail in section 7, “Faurecia and the environment”. This section also details the environmental strategy adopted by the Group in order to control and reduce environmental risks. To date there have been no major cases of loss or damage caused to third parties as a result of accidental environmental harm. However, the related risks are covered by an insurance policy taken out with a leading insurer specialized in the area.

24 Faurecia 2009 REGISTRATION DOCUMENT Results of operations and ﬁ nancing Risk factors 3

> < CONTENTS > 1 3.5.2. RISKS RELATING TO THE OUTLOOK FOR 2010 2

The outlook for 2010 was drawn up using the output estimates of North America will see a recovery, and emerging countries 3 automakers and specialized forecast institutes available at the (notably China and South America) will experience sustained date the 2009 financial statements were issued. It is therefore growth. However, this situation could change significantly if 4 based on the assumptions that the vehicle sales market will economic conditions worsen, in which case Faurecia would take decrease by around 10% in the European market in 2010, the requisite measures to adapt its costs to business levels. 5

3.5.3. FINANCIAL RISKS 7

8 Given its high level of debt the Group is exposed to significant The aim of the Group’s interest rate hedging policy is to reduce risks related to liquidity and changes in interest rates. It is also the impact of changes in short-term rates on the consolidated exposed to currency risks as its production sites are located in income statement as the majority of its borrowings are at 9 a large number of countries outside the euro zone. Faurecia’s variable rates. The hedges set up primarily comprise euro- and counterparty risk in relation to its derivatives is not significant dollar-denominated caps and other option-based structures as 10 as the majority of its derivatives are set up with leading banks well as, to a lesser extent, swaps. They cover the majority of the with strong ratings that form part of its banking pool. The Group interest payable in 2010 and a portion of that payable in 2011 11 Finance and Treasury Department authorizes any new banking and 2012 against a significant rise in rates. The Group’s interest relations and the opening of accounts. rate position with respect to the different types of instruments used is presented in Note 30.2 to the consolidated financial Generally, interest rate and currency risks are managed statements. centrally for the Group as a whole by the Corporate Finance Department. In view of the sharp decrease in short-term rates during 2009, a number of the Group’s options-based interest rate hedges are out of the money. A rise in short-term rates would therefore 3.5.3.1. Interest rate risks have an impact on financial expense. In addition, a fluctuation in interest rates would affect “Other financial income and Before taking into account the impact of interest rate expense” due to the resulting change in the fair value of hedges, 80.9% of the Group’s debt was at variable rates derivatives set up to hedge interest payable in 2010 and 2011. as of December 31, 2009, compared with 83.5% as of end- The sensitivity tests performed, assuming a 100 bp increase or 2008. Variable-rate debt mainly corresponds to the Group’s decrease in average interest rates compared to the yield curve €1,170 million syndicated credit facility and the €250 million as of December 31, 2009 show that the positive or negative loan from Peugeot SA, which were both set up on November 28, effect on financial expense can be estimated at €10 million, 2008. The main component of the Group’s fixed-rate debt is its taking into account the profile of the Group’s debt and convertible bond issue. derivatives in place as of December 31, 2009. Faurecia manages the hedging of interest rate risks on a central basis, through the Group Finance and Treasury Department which reports to Group General Management. Hedging decisions are made by a Market Risk Management Committee that meets on a monthly basis.

Faurecia 2009 REGISTRATION DOCUMENT 25 Results of operations and ﬁ nancing 3 Risk factors

< CONTENTS > 1 3.5.3.2. Currency risks 2 Faurecia is also exposed to risks arising from fluctuations in The sensitivity of the Group’s income and equity as of the exchange rates of certain currencies, particularly due to December 31, 2009 to changes in exchange rates of 3 the location of some of its production sites as well as the fact transaction currencies used by Group subsidiaries other than that certain subsidiaries purchase raw materials and other their functional currency (with all other variables remaining supplies or sell their products in a currency other than their constant) is as follows: 4 functional currency. 5 (in € millions) Currency USD CZK CAD MXN GBP PLN ZAR 6 1.44 26.47 1.51 18.92 0.89 4.10 10.67 Currency ﬂ uctuation scenario 7 (depreciation of currency/EUR) 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Exchange rate after currency 8 depreciation 1.51 27.80 1.59 19.87 0.93 4.31 11.20 Pre-tax impact on income (1.27) (0.04) (0.71) (0.17) (0.39) 0.21 0.09 9 Impact on equity 0.65 (0.51) 0.00 (0.04) (0.72) (2.15) 0.06 10

11 These impacts reflect (i) the effect on income of changes in 3.5.3.3. Liquidity risks exchange rates used for the year-end valuation of assets and liabilities denominated in a foreign currency, net of the impact Since November 28, 2008, Faurecia has had access to of the change in fair value of existing hedging instruments; and a €1,420 million credit facility comprising a syndicated (ii) the effect on equity of changes in the fair value of hedges of bank loan of €1,170 million and a €250 million loan from forecast transactions (cash flow hedges). Faurecia’s majority shareholder Peugeot SA. The two loans Currency risks relating to the commercial transactions of are correlated so that the drawdowns made by Faurecia on the Group’s subsidiaries are managed centrally by Faurecia, the Peugeot SA loan are proportionate to those made on the principally using forward purchase and sale contracts and syndicated bank loan, based on the same rates and periods. options as well as foreign currency financing. The Group The overall facility is divided into (i) a €710 million tranche Finance and Treasury Department – which reports to Group expiring in November 2013, (ii) a €150 million tranche expiring General Management – is responsible for managing this in November 2011, and (iii) a €560 million tranche expiring in centralized system. Hedging decisions are made by a Market November 2012 following the option by the banks to extend a Risk Management Committee that meets on a monthly basis. tranche expiring in November 2011 by an additional year. Faurecia hedges its commercial positions either through The banks can extend by a further year the tranche that is derivatives or by setting up loans denominated in the same currently due to expire in November 2012 and by one or two currency as the subsidiary’s related exposure. Currency risks years the tranche currently due to expire in November 2011. on forecast transactions are hedged on the basis of estimated As of December 31, 2009 the undrawn portion of this credit cash flows determined in forecasts validated by General facility amounted to €690 million. Management, and the related derivatives are classified as cash The contracts relating to the credit facility include covenants, flow hedges where a hedging relationship exists that meets the notably a change of control clause relating to Peugeot SA and criteria in IAS 39. provisions concerning compliance with consolidated financial Subsidiaries outside the eurozone are granted inter-company ratios. In addition, the contracts stipulate that any asset disposal loans in their operating currencies. Although these loans representing over 15% of the Group’s total consolidated assets are refinanced in euros and eliminated in consolidation, they requires the prior approval of banks representing two-thirds of contribute to the Group’s currency risk exposure and are the banking pool. therefore hedged through swaps. In March 2009, all the participating banks signed an addendum Details of net balance sheet positions and a breakdown to the loan contract providing for temporary amendments to the of hedges by currency are provided in Note 30-1 to the financial covenants from June 30, 2009 through December 31, consolidated financial statements. 2010. Faurecia obtained a similar agreement from its majority shareholder Peugeot SA providing for the same amendments to the financial covenants contained in the shareholder loan contract.

26 Faurecia 2009 REGISTRATION DOCUMENT Results of operations and ﬁ nancing Risk factors 3

> < CONTENTS > 1 These agreements include the new ratios indicated below as The ratios applicable under the amended financial covenants well as a Faurecia’s commitment to maintain total net debt are as follows: 2 below €1,800,000,000, which is an amount in line with the assumptions underpinning the Challenge 2009 program. 3

Test date Net debt/EBITDA EBITDA/Net ﬁ nancial expense 4 December 31, 2009 4.75:1 4:1 June 30, 2010 4.50:1 4:1 5 December 31, 2010 4:1 4.25:1 6 From June 30, 2011 3.5:1 4.5:1 7

The ratios as of June 30, 2011 correspond to those in force The bonds can be converted by their holders at any time as from 8 prior to signing the amendment in March 2009, i.e. net debt/ their date of issue. The criteria relating to their compulsory EBITDA lower than 3.5 and EBITDA/net financial expense early redemption are the same as those described above for higher than 4.5. the syndicated credit facility. 9 On an exceptional basis, the EBITDA and net financial expense In accordance with IAS 39, the fair value of the OCEANE bonds figures used for calculating the Group’s financial ratios as is split into two components: 10 of December 31, 2009 corresponded to twice the amount c a liability component calculated based on prevailing market recorded for the second half of 2009. interest rates for similar bonds with no conversion option. 11 As of December 31, 2009 the Group complied with both ratios, This component has been recognized at amortized cost in which stood at 2.15 and 5.55 respectively. As the ratios fall an amount of €183.7 million net of the related issue costs, within the original required ranges, borrowing conditions based on an effective interest rate of 7.6%; for the syndicated credit facility and the loan taken out with c an equity component corresponding to the conversion PSA Peugeot Citroën improved. Based on the situation as of option, calculated based on the difference between the fair December 31, 2009, this will enable Faurecia to potentially value of the OCEANE bonds and the liability component. This reduce its annual finance costs by around €35 million compared component has been recognized in equity in an amount of with 2009. €23.3 million net of the related issue costs. On November 26, 2009 Faurecia issued €211.3 million worth of On October 5, 2005 Faurecia carried out a €300 million OCEANE bonds convertible into new shares or exchangeable for issue of plain vanilla bonds, redeemable in October 2010. As existing shares. The bonds mature on January 1, 2015 and bear the bond covenants were breached as of June 30, 2009, the annual interest of 4.50% payable on January 1 each year, as bondholders were entitled to require their early redemption. from January 1, 2011. Each bond has a nominal value of €18.69. Out of the initial amount issued, €291.5 million worth of the Faurecia may redeem the bonds in advance at any time as from bonds were redeemed on August 14, 2009, partially financed January 15, 2013, at a price equal to their nominal value plus by a €205 million credit facility granted by a pool of French accrued interest, provided that all of the outstanding bonds banks. The credit facility, which expires at end-January 2011, are redeemed and the product of (i) the conversion/exchange is subject to the same financial ratio covenants as the above- ratio at the date concerned and (ii) the arithmetic mean of the mentioned syndicated credit facility. opening quoted prices for the Company’s shares on Euronext In addition to the above-described bank and bond debt, part of Paris calculated over 20 consecutive trading days, as selected Faurecia’s liquidity requirements are met through receivables by the Company from the 40 trading days preceding the date of sale programs. Proceeds received from sold receivables came notice of such early redemption, exceeds 130% of the nominal to €481.5 million in 2009 (see Note 26-4 to the consolidated value of the bonds. financial statements) including €290.7 million from receivables Faurecia also has the option of redeeming (i) all or some of which were sold and derecognized (see Note 18 to the the bonds at any time by repurchasing them either on or off- consolidated financial statements). market or by means of public tender or exchange offers, or (ii) all of the bonds, at nominal value plus accrued interest, if the number of outstanding bonds is less than 10% of the total number of bonds issued.

Faurecia 2009 REGISTRATION DOCUMENT 27 Results of operations and ﬁ nancing 3 Risk factors

< CONTENTS > 1 3.5.4. LEGAL RISKS 2

3 3.5.4.1. Claims and litigation owners of third-party rights. However, the Group cannot rule out the risk that its intellectual and/ or industrial property At the date this Registration Document was drawn up, there rights may be disputed by a third party on the grounds of 4 were no governmental, legal or arbitration proceedings pre-existing rights or for any other reason. Furthermore, for (including any such proceedings which are pending or countries outside France the Group cannot be sure of holding 5 threatened of which the Group was aware) that may have, or or obtaining intellectual and industrial property rights offering have had in the past twelve months, a significant impact on the the same level of protection as those in France. Group’s financial position or profitability. 6 Faurecia believes that in view of the nature and amounts of the 7 claims and litigation that were known or in process at the date of 3.5.4.3. Industrial risk management this Registration Document said disputes should not materially and insurance affect its consolidated financial position in the event of an 8 unfavorable outcome (see Note 24-2 to the 2009 consolidated As Faurecia does not have any captive insurance entities its financial statements for a description of claims and litigation system for safeguarding assets is based on the implementation 9 currently in process). Adequate provisions have been set up by and ongoing adaptation of its risk prevention policy as well as the Group for claims and litigation, based on known facts and its strategy of transferring its principal risks to the insurance information available at the balance sheet date. market. 10 However, Faurecia cannot guarantee that in the future Group 11 subsidiaries will not be involved in legal or administrative INDUSTRIAL RISK PREVENTION proceedings, particularly in view of (i) the complex regulatory Faurecia’s industrial risk prevention policy is part of the Group’s requirements applicable to the Group, (ii) technical failures, or Health, Safety and Environment strategy. The aim is to reduce (iii) breaches of contract by customers, suppliers or partners. accidents caused by fire and encourage Group sites to achieve Such a situation could have a significant unfavorable impact on excellence in fire safety by obtaining the HPR (Highly Protected the Group’s operations and/or financial position. Risk) label from Faurecia’s insurer. Since 2005, the insurance premiums for sites that have been HPR certified have been reduced by 20%. 3.5.4.2. Industrial property risks The HPR policy is based on the following priorities: The Group has not identified any risk of technological c regular fire safety audits carried out by the Group’s insurer. dependence in relation to its products, modules or systems. A total of 108 sites were audited in 2009 and 56% of the This reflects Faurecia’s proactive strategy of creating its own Group’s sites are classified as HPR or pre-HPR. Seven new designs and controlling the patents that are essential for its sites – Audincourt, Aulnay, Hermosillo, Silao, Kénitra, Trnava operations. and Fraser – received HPR certification in 2009; Where possible and when justified by strategic technological c incorporating fire safety factors into the early stages of any considerations, Faurecia registers patents to protect the plant design or major refurbishing of existing sites, through intellectual property relating to industrial know-how and fire partitioning and ensuring that adequate fire safety innovations from Group research. equipment is available; Faurecia also uses third-party patents under license in the c experience feedback: fire incidents are systematically normal course of business. None of these licenses represent a analyzed and the findings circulated throughout the HSE major industrial or financial risk. network; Faurecia considers that it either owns or may validly use all c an Intranet-based fire safety management system, through the intellectual and industrial property rights required for which the HPR policy is relayed to the entire Group. This its business operations and that it has taken all reasonable system provides online information including audit findings, measures to protect its rights or obtain guarantees from the technical specifications, feedback and best practices.

28 Faurecia 2009 REGISTRATION DOCUMENT Results of operations and ﬁ nancing Risk factors 3

> < CONTENTS > 1 There was one major fire in 2009 – at the offices of the Neuburg The coverage for buildings and equipment is based on R&D unit – which caused an estimated €438,000 worth of replacement value. Coverage is organized around a “Master” 2 damage. In 2008 a fire broke out at the Olmedo plant in Spain, policy, which includes direct coverage for the “freedom of which resulted in some €8 million worth of damage, and in 2007 services area”, with local policies for subsidiaries in countries 3 there was a fire in the stock rooms at the Mlada-Boleslav plant located outside this area. Special coverage has been set up to in the Czech Republic which caused around €7 million worth of cover specific risks in certain countries. damage. These two incidents were covered by insurance (less 4 the deductible). A specific procedure was carried out in 2008 LIABILITY INSURANCE and 2009 in conjunction with the Group’s insurer, for verifying 5 the maintenance and inspection of sprinklers. This procedure Faurecia renewed its liability insurance policy on January 1, will be continued in 2010. 2010, obtaining a reduction in premiums of around 9.5%. In 2009 the Group paid €4.1 million in premiums for liability 6 coverage, including product liability insurance applicable after FIRE, PROPERTY DAMAGE AND BUSINESS delivery to customers. Liability insurance covers operating 7 INTERRUPTION INSURANCE liability, product liability after delivery, and environmental Faurecia has set up a fire, property damage and business liability. Liability insurance takes the form of a “Master” policy 8 interruption insurance policy with a number of leading insurers. combined with local policies taken out in countries where In view of the unfavorable level of claims in previous years and Faurecia has subsidiaries. in order to continue to use the coinsurance system, Faurecia 9 has been required to pay an additional 15% in premiums since January 1, 2009. The next maturity date for the policy is 10 July 2010. In 2009, the Group paid €7.5 million for property and casualty and business interruption insurance. 11

Faurecia 2009 REGISTRATION DOCUMENT 29 < CONTENTS > 1

30 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 4 6 7

The Group’s human 9 resources policy 10 11

CONTENTS

4.1. SAFETY IN THE WORKPLACE 32 4.3. STRENGTHENING ECONOMIC 4.1.1. Workplace safety indicators 32 AND SOCIAL DIALOGUE 36 4.3.1. A year marked by the crisis 4.1.2. Ergonomics and working conditions 33 in the automotive industry 36 4.1.3. Breakthrough workplace safety plan 33 4.3.2. Implementing restructuring measures with a focus on social dialogue and consultation 4.2. SKILLS DEVELOPMENT 34 with employee representatives 36 4.2.1. Employee empowerment 34 4.3.3. Compensation and beneﬁ ts 37 4.2.2. Developing the potential of managers and technical experts 34 4.4. EMPLOYEE PROFIT-SHARING AND INCENTIVE PLANS 38 4.4.1. Voluntary gain-sharing plans (“intéressement”) in France 38 4.4.2. Mandatory proﬁ t-sharing plans (“participation”) in France 38

4.4.3. Group employee savings plan in France 38

4.4.4. Stock options 39

4.4.5 Other employee-related data 39

Faurecia 2009 REGISTRATION DOCUMENT 31 The Group’s human resources policy 4 Safety in the workplace

< CONTENTS > 1 4.1. Safety in the workplace 2 3 Faurecia’s occupational health and safety policy hinges on two Thanks to our constant commitment to enhancing occupational main objectives: ensuring the protection of employees’ health safety and working conditions, we continued to reduce the 4 and improving the safety of employees in the workplace. Safety rate of work-related accidents with lost time to below three in the workplace is one of the building blocks of our search per million working hours and exceeded our targets for the year. 5 for excellence embodied in the Faurecia Excellence System (FES). It forms part of the essential requirement of respecting 6 employees, which every facility must satisfy. 7

8 4.1.1. WORKPLACE SAFETY INDICATORS 9

Analyses of changes in the frequency rate of work-related c The frequency rate of work-related accidents with lost 10 injuries are performed in order to measure the effectiveness time (FR0t) for all Group activities came to 2.4 in 2009, of actions carried out in this area. To guarantee the same level representing a sharp fall of 11%. The frequency rate of work- of workplace safety for all employees, temporary workers are related accidents with or without lost time (FR1t) decreased 11 included in these indicator calculations in the same manner as by an even more significant 24%, coming in at 9.0. permanent staff. FR1T FREQUENCY RATE TREND c The Group’s excellence indicators are FR0t and FR1t. FR0t measures the number of work-related accidents involving 55.2 a Faurecia employee or temporary worker, with lost time, per million hours worked. FR1t measures the number of work-related accidents involving a Faurecia employee or temporary worker, with or without lost time, per million hours worked. c First-aid processes are now monitored in all Autonomous 28.4 Production Units using the QRQC (Quick Response Quality 25.2 Control) standard, with a view to further increasing 19.4 responsiveness and promoting production managers’ 15.8 responsibility for accident investigations. 11.9 9.0 c After each FR0t and FR1t accident a QRQC 8D analysis is performed, using quality best practices, in order to ensure that the root causes of the problem are understood, corrective actions effectively applied, recurrence prevented, 20032004 2005 2006 2007 2008 2009 and knowledge and learning shared across the various sites. Out of 197 internal reporting units, 111 had no accidents that FR0T FREQUENCY RATE TREND caused lost time and therefore achieved a zero FR0t rate (representing 56% of the Group’s sites in 20 countries as well 16.1 as all the continents in which the Group operates). In addition, 48 sites – i.e., 1 out of 4 – had zero work-related accidents (either with or without lost time), proving that opportunities for progress still exist.

8.7

5.6 4.2 4.0 2.7 2.4

20032004 2005 2006 2007 2008 2009

32 Faurecia 2009 REGISTRATION DOCUMENT The Group’s human resources policy Safety in the workplace 4

> < CONTENTS > 1 4.1.2. ERGONOMICS AND WORKING CONDITIONS 2

3 Faurecia has taken steps over the past several years to Group HSE coordinators are being factored into the Program significantly reduce the number of cases of occupational illness Management System (PMS). within the Group as a whole. Most of the cases reported by 4 All of the Group’s operations managers have been given employees involve musculoskeletal disorders. The steps taken training in ergonomics as part of the Faurecia Excellence involve carefully analyzing the strains caused by workstations System Acceleration plan, which is aimed at ensuring that 5 and reducing them to the greatest degree possible. these managers play a real leadership role in the continuous Ergonomic reviews of workstations form part of the Faurecia improvement process, notably for ergonomics-related issues. 6 Excellence System and the Group systematically carries out An “Ergonomics” memorandum is available to all Group audits at each of its manufacturing sites on an annual basis. process engineers and managers in charge of efficiency in 7 As a result of these analyses, a variety of solutions have manufacturing systems, to provide additional information on been implemented for manufacturing workstations. The analyzing workloads and how to take into consideration the 8 analyses are also used to prepare a list of recommendations ergonomic constraints of workstations. This memorandum is that are systematically taken into account during the design aimed at providing basic training in this area for people such as of products and manufacturing tools. An increasing number members of health and safety committees, who are involved in 9 of recommendations from professional ergonomists and organizing work schedules or designing workstations. 10

11 4.1.3. BREAKTHROUGH WORKPLACE SAFETY PLAN

Faurecia has decided to further increase its efforts to protect c straightforward rules for major risks; its employees by launching a Breakthrough Workplace Safety c systematic audits performed by the Group’s Quality and HSE Plan in 2010, aimed at dividing the FR0t and FR1t accident department for each serious alert and for each site whose rates by three in the space of two years, as well as eradicating results are not acceptable; serious HSE alerts. c prevention measures systematically applied across the This Plan was inspired by the Breakthrough Quality Plan Group for each serious alert. launched in 2006, which enabled Faurecia to rapidly attain world-class quality levels. It is based on: c managerial commitment; c a top-down approach;

Faurecia 2009 REGISTRATION DOCUMENT 33 The Group’s human resources policy 4 Skills development

< CONTENTS > 1 4.2. Skills development 2 3 Faurecia’s human resources management helps the Group stand out from the competition and is one of the keys to its success. Our strategy is based on employee empowerment and developing the potential of managers and technical experts. 4

4.2.1. EMPLOYEE EMPOWERMENT 6 7 The employee empowerment acceleration plan launched c a program set up in the first half of 2009 to bolster operations in mid-2008 has enabled us to significantly improve our managers’ knowledge and leadership skills in relation to the 8 performance in terms of applying the improvement ideas put continuous improvement process. As part of this program forward and controlling our production costs. each operations manager was evaluated and a personal 9 development plan was then drawn up, encompassing The 2010 target of 10 improvement ideas by employee had training, management of a specific project and tailored already been reached by September 2009, having followed a coaching. Most of the training provided under this program 10 steady upward curve. The Challenge 2009 plan cost reductions had been completed by end-2009 and it will be rolled out to were achieved largely thanks to the sites’ successful integration plant managers and FES specialists in 2010; of seven basic employee empowerment principles. 11 c reviews of FES indicators to tighten up the monitoring of Considerable progress was also made during the year in operational performance and speed up progress, particularly (i) training, with over 80% of Faurecia’s employees receiving an in terms of efficiency and productivity; average of 20 hours’ training, and (ii) the “Human Organization of Production” strategy, with over 80% of the Autonomous c reworked and improved FES communications material (such Production Groups set up in 2008 comprising a maximum of as the intranet, brochures and presentations). 8 members. All of the actions undertaken are aimed at reducing the Group’s The “FES Acceleration Plan” launched in 2009 in the aim of production costs and fixed costs. strengthening the Group’s lean manufacturing processes focuses on the following four aspects: c a dedicated team of FES specialists who directly report to the operations and site managers in charge of continuous improvement projects within all of the Group’s plants;

4.2.2. DEVELOPING THE POTENTIAL OF MANAGERS AND TECHNICAL EXPERTS

Faurecia is committed to building the skills and motivation 4.2.2.1. Adapting to short-term of its teams and continually adapting its human resources to short- and medium-term requirements. Identifying these requirements requirements is essential in order to ensure that the Group In 2009 the Group offered internal mobility opportunities to always has best-in-class teams of managers and technical over 17% of its managers and technical experts, while at the experts, driven by the pursuit of excellent customer service. same time optimizing its organizational structure. In order to achieve this objective, the Group has adopted a In order to leverage the experience and expertise of our strategy based on four key areas, described below. managers and technical experts, the Group has implemented; at present at least one successor has been identified for over 90.5% of senior management positions.

34 Faurecia 2009 REGISTRATION DOCUMENT The Group’s human resources policy Skills development 4

> < CONTENTS > 1 Currently, 88.9% of vacancies at this level are filled through 4.2.2.3. Reinforcing our performance internal recruitment. Similarly, over 90% of plant and program 2 manager positions are filled through internal promotions. culture By applying this strategy we can offer attractive career The Group is committed to enhancing and rewarding the 3 development opportunities to our managers and technical performance of its employees through global performance experts. External recruitment is only used for junior posts and reviews. Employee performance appraisals are based on 4 if there is a need for specific skills or expertise that cannot be comparing actual results with pre-defined objectives, as found in-house. In 2009, 82.8% of all of the Group’s vacancies well as on an assessment of technical skills and whether were filled internally, compared with 60% in 2008. employees have applied the Group’s corporate values. The 5 During 2009 the Group drastically reduced the number of annual performance appraisal is also an opportunity to discuss managers and technical experts hired worldwide, recruiting career prospects, through individual career plans. 6 338 such staff on open-ended contracts, representing 23.7% of In line with the Group’s focus on expertise, Faurecia particularly the hires carried out in 2008. These recruitments were mainly rewards performance in technical and technological areas. To 7 in Mexico and China which respectively accounted for 15.7% this end it has set up a specific career development program and 21.3% of all external hires. for technical experts, which has also enabled it to strengthen 8 business-specific skills within each product line. In 2009, 21 new experts and one senior expert were appointed in R&D and 4.2.2.2. Preparing for the medium-term Manufacturing Engineering, bringing Faurecia’s total number 9 of technical experts to 225 at the year-end. The Group’s priority is to make sure that it always has the 10 available resources to cover its needs worldwide. In order to effectively anticipate future requirements in terms of staffing, skills and expertise, Faurecia’s medium-term business plan 4.2.2.4. Training 11 contains a human resources component. The amount of training provided during the year was adjusted In parallel, career managers are tasked with expanding the in line with the prevailing economic conditions. In 2009, the talent pool and ensuring that the Group will have the appropriate Faurecia University organized a total of 37 training sessions in human resources when it needs them. They achieve this by 11 countries, with 573 technical experts and managers from 17 setting up and monitoring individual career development and countries taking part. mobility plans. The key priority of the Group’s training policy is developing the With a view to boosting the Group’s technical expertise skill sets of future executives, based on the Global Leadership across all of its businesses, managers and technical experts I, II and III programs. For key positions such as plant directors, are encouraged to build their competencies in their original program managers, foremen and managers of Autonomous positions before moving on to different departments in order Production Units, Faurecia provides dedicated training sessions to gain further technical and managerial skills. In 2009, cross- aimed at helping technical experts and managers to fully get to function mobility represented 24.1% of the Group’s total mobility grips with their role. assignments for over 400 managers and technical experts. Another focal point is strengthening business-specific expertise It is crucial for an international group to develop, encourage and and to this end two new training programs were set up in 2009 promote diversity. A total of 37.9% of the Group’s managers and – “Site HR Manager” and “Plant Controller”. In-house trainers technical experts worked outside Western Europe in 2009 and are a central aspect of our training policy due to the experience 63.9% of recruitments were in emerging countries. This means and knowledge they can relay; as such they play a key role in that Faurecia can offer its people international assignments the training sessions organized by the Faurecia University. and projects in order to foster diversity within its teams. We Dedicated training in manufacturing areas is provided with also place great importance on the international dimension a view to helping firmly embed the Faurecia Excellence of our senior management team while taking steps to attract, System (FES) across the Group. This training, together with develop and retain local talent across the globe. In line with this that delivered by the FES school, is given on site by in-house strategy, 42% of the Group’s senior management team are non- trainers and is focused on production systems and Group French and 20% of managers and technical experts identified methodologies. as high-potential are from emerging countries. The continuous improvement approach, which is an integral Lastly, a stable employee base is essential for safeguarding our part of the Faurecia Excellence System, also applies to skills investment in human capital. At 4%, our employee resignation building and we encourage our technical experts and managers rate was much lower in 2009 than in 2008. to constantly contribute and learn through specific projects and assignments. As part of the FES Acceleration Plan, all operations managers are provided with a career development plan including assessment, training and coaching measures.

Faurecia 2009 REGISTRATION DOCUMENT 35 The Group’s human resources policy 4 Strengthening economic and social dialogue

< CONTENTS > 1 4.3. Strengthening economic 2 and social dialogue 3 4

4.3.1. A YEAR MARKED BY THE CRISIS IN THE AUTOMOTIVE INDUSTRY 5 6 As from late-2008 the Group’s business was significantly hit by Between June 2008 and December 2009, the Group’s total the slowdown in the automotive markets around the world and worldwide workforce was reduced by 17%, representing a 7 particularly in Western Europe and the USA. This slowdown 14.3% reduction in registered headcount and a 34.3% reduction continued into the first half of 2009 and the Group had to take in temporary staff. 8 action to adapt its manufacturing capabilities and human During the same period the Group’s total workforce was resources to the new operating environment in order to swiftly reduced by 21% in Europe and 15.7% in North America. regain its competitive edge. 9 Registered headcount decreased by 16.2% in Europe and 14% Against this backdrop, the cutbacks in the total worldwide in North America. workforce which began in the second half of 2008 with a 10 Downsizing plans implemented in 2009 involved over 50 sites 12.8% reduction was continued in the first half of 2009 with and almost 4,000 jobs in 17 countries. The main restructuring an additional 6.1% reduction. This trend ended in the second measures led to a number of site closures, in the United States 11 half of the year when the Group reported 1.4% growth in the (3 sites), Canada and Germany. Other restructuring measures workforce, reflecting the partial recovery in business levels. also resulted in substantial headcount reductions, notably in France, Germany, the Czech Republic and Sweden.

4.3.2. IMPLEMENTING RESTRUCTURING MEASURES WITH A FOCUS ON SOCIAL DIALOGUE AND CONSULTATION WITH EMPLOYEE REPRESENTATIVES

Consultation with employee representatives was a key including 133 in France, 96 in Germany, 7 in Brazil, 5 in Spain, 4 focus wherever the Group had to implement restructuring in Mexico and 2 in Tunisia. Out of the total agreements signed, measures during the year. This approach enabled us to put in 78 related to salaries and benefits, 50 to mandatory and place agreed measures that helped to reduce the number of discretionary profit-sharing schemes, 72 to working conditions, compulsory layoffs. These included (i) internal redeployment 22 to procedures for employee representative negotiations and plans; (ii) providing employees with outplacement assistance; 48 to other issues. and (iii) voluntary departure schemes for employees who found During the year the European Works Council – which held one jobs outside the Group. full meeting and three Bureau meetings – was kept constantly Around ten such agreements were signed with employee abreast of changes in the Group’s financial position and the representatives as well as other agreements aimed at avoiding impact of these changes on jobs. It was also kept informed of or reducing the number of multiple layoffs by cutting costs to the various measures implemented in response to the crisis in keep the sites concerned competitive. the automotive industry. On November 3, 2009 the European Works Council held an extraordinary meeting to discuss the Thanks to the Group’s policy of consulting and negotiating planned acquisition of Emcon Technologies in the USA designed with employee representatives, 270 agreements were to enable Faurecia to become the world leader in emissions signed in 18 countries in 2009 (compared with 196 in 2008), control technologies.

36 Faurecia 2009 REGISTRATION DOCUMENT The Group’s human resources policy Strengthening economic and social dialogue 4

> < CONTENTS > 1 4.3.3. COMPENSATION AND BENEFITS 2

Total payroll costs for the Group, including social security During the year a health and personal risk insurance scheme 3 charges, fell by a sharp 11.1% in 2009 to €1,832.8 million was set up for employees at the Pitesti plant in Romania. In from €2,062.8 million in 2008. At the same time, the Group’s the United States, welfare benefits for senior managers and 4 registered headcount decreased by 10.4%. severance terms were harmonized. Meanwhile, in Germany we launched a procedure to harmonize pension schemes across The Group complies with minimum wage legislation in force 5 our product lines. Several new procedures – including the in each country. In most countries salary increases are Faurecia China Bonus and a thirteenth-month bonus as well as determined on the basis of negotiations. Such negotiations led procedures relating to technical expertise and absences – were 6 to the signature of 78 agreements within the Group in 2009. introduced in China to harmonize the practices of the Group’s The variable compensation system – which is mainly based various entities in the country. 7 on collective performance targets – is applied consistently in all countries where the Group has operations. At end-2009, approximately 2,300 managers out of a total of 8,999 qualified 8 for this system. 9

Faurecia 2009 REGISTRATION DOCUMENT 37 The Group’s human resources policy 4 Employee proﬁ t-sharing and incentive plans

< CONTENTS > 1 4.4. Employee proﬁ t-sharing 2 and incentive plans 3 4

4.4.1. VOLUNTARY GAIN-SHARING PLANS (“INTÉRESSEMENT”) IN FRANCE 5

6 All of the Group’s French companies are now covered by a indicators calculated at site level and selected from among voluntary gain-sharing agreement. the Faurecia Excellence System (FES) indicators, representing around 60% of the total payout. Generally, half of the gain- 7 In accordance with the Group’s overall strategy, under most sharing allocation is proportional to salary and half is applied of these agreements the gain-sharing pay out on fulfillment on a uniform basis (depending on the hours worked). of objectives is capped at 6% of payroll, though in exceptional 8 cases it may be raised to 8% if objectives are exceeded. The The Group paid out a total of €10.3 million in gain-sharing gain-sharing payout is calculated on the basis of two sets of payments in 2009. Of this amount, an aggregate €550,000 was 9 indicators: (i) business indicators at the level of the company invested by 870 employees in the Group Employee Savings concerned and its various sites, representing approximately Plan in France. 10 40% of the total payout, and (ii) continuous improvement 11

4.4.2. MANDATORY PROFIT-SHARING PLANS (“PARTICIPATION”) IN FRANCE

The mandatory profit-sharing agreements of the various Group the corporate mutual funds set up in connection with the Group companies stipulate that employee profit sharing calculated in Employee Savings Plan (PEG). accordance with the legal formula must be allocated among Total mandatory profit-sharing payments came to €2.2 million employees pro rata to their compensation for the year in in 2009. Of this amount, an aggregate €1.45 million was question, subject to compliance with regulatory limits. invested by 1,300 employees in the Group Employee Savings The amounts allocated to the profit-sharing reserve may be Plan in France. held in an inaccessible special-purpose account or invested in

4.4.3. GROUP EMPLOYEE SAVINGS PLAN IN FRANCE

The Faurecia Group employee savings plan set up in France in Total funds invested in the employee savings plan at end-2009 2004 offers employees the chance to invest in a savings plan by stood at just over €25 million (10,500 employee savers), of purchasing units in a corporate mutual fund invested in either which 7% was invested in the “Faurecia Actionnariat” corporate property or securities. A total of fourteen investment funds are mutual fund (1,800 employee savers). available to employees. In addition, the corporate retirement savings scheme – which The Group savings plan may be funded by the payment of was funded until 2009 jointly by Faurecia and managerial staff amounts allocated under profit-sharing plans and voluntary and corresponds to a defined contribution scheme – had plan gain-sharing plans, as well as voluntary employee contributions. assets of almost €35 million as of December 31, 2009. In 2010, Voluntary contributions to the “Faurecia Actionnariat” corporate this scheme will be rounded out by an Inter-company Savings mutual fund, comprised only of Faurecia shares, are topped Plan for managerial employees. up by payments from the Company. These top-up payments amounted to €50,000 in 2009 and concerned 150 employees.

38 Faurecia 2009 REGISTRATION DOCUMENT The Group’s human resources policy Employee proﬁ t-sharing and incentive plans 4

> < CONTENTS > 1 4.4.4. STOCK OPTIONS 2

Faurecia has set up stock option plans with a view to At the Ordinary and Extraordinary Meeting of April 23, 2009 3 incentivizing and retaining its managerial staff. No stock the Company’s shareholders authorized the Board of Directors options were granted in 2009. to issue stock options exercisable for shares with a maximum 4 aggregate par value of €14 million. As of December 31, 2009 a total of 1,594,223 stock options were outstanding, including 144,589 granted to senior managers. 5

4.4.5 OTHER EMPLOYEE-RELATED DATA 7 8 YEAR-ON-YEAR CHANGES IN TOTAL HEADCOUNT 9 2009 2008 Year-on-year change Total Total Of Total Of which 10 Registered Tempo- head- Of which Registered Tempo- head- which Registered Tempo- head- CDI (in headcount rary staff count % CDI* headcount rary staff count % CDI headcount rary staff count points) 11 Europe 37,454 4,099 41,553 85.0% 42,958 2,391 45,349 88.7% -12.8% 71.4% -8.4% -3.7 North America 7,113 375 7,488 82.7% 7,559 242 7,801 86.8% -5.9% 55.0% -4.0% -4.1 South America 2,589 380 2,969 81.5% 2,608 71 2,679 91.8% -0.7% 435.2% +10.8% -10.3 Asia 2,740 1,349 4,089 60.0% 2,969 480 3,449 73.8% -7.7% 181.0% +18.6% -13.8 Other 2,170 145 2,315 54.7% 2,045 34 2,079 60.7% +6.1% 326.5% +11.4% -6.0 Total 52,066 6,348 58,414 81.6% 58,139 3,218 61,357 86.8% -10.4% 97.3% -4.8% -5.2

* Open-ended contracts (contrats à durée indéterminée)

Registered headcount by end-March 2009 when the automotive industry crisis was at its worst, the number of temporary staff reached a low of Faurecia’s registered headcount decreased by 6,073, or 10.4% 2,233. At end-December 2009, it was back up to 6,348 in view in 2009, mainly in Europe. This reduction stems chiefly from of the upswing in production volumes during the second half restructuring plans decided on at end-2008 and implemented of the year. during the first half of 2009 at production and research and development sites in response to the crisis in the automotive industry. At June 30, 2009, the Group’s registered headcount Total headcount was already 5,424 lower than at December 31, 2008. Total headcount decreased by 2,943, or 4.8%, in 2009, reflecting the combined impact of: Temporary staff c ongoing measures to reduce employee numbers due to the major crisis in the automotive industry, particularly during The number of temporary staff increased by 3,130 people the first six months of 2009; (97.3%) in 2009. However, the figures should be viewed over the 18 months prior to the year-end in order to obtain a more c an increase in temporary staff numbers in response to the meaningful analysis of changes in temporary staff numbers. first signs of a recovery in the automotive sector in the In June 2008, the Group had 9,655 temporary staff whereas second half of 2009.

Faurecia 2009 REGISTRATION DOCUMENT 39 The Group’s human resources policy 4 Employee proﬁ t-sharing and incentive plans

< CONTENTS > 1 The proportion of staff employed under open-ended contracts on a par with 2008, edging back from 8.0% to 7.5% and the decreased by 5.2 points from 86.8% to 81.6% in 2009, due to proportion of temporary staff rose from 5.2% to 10.9%. 2 the higher numbers of temporary staff taken on toward the end Total headcount contracted in all geographic regions in 2009 of the year. The proportion of staff on fixed-term contracts was except for South America, Asia and emerging markets. 3

YEAR-ON-YEAR CHANGES IN REGISTERED HEADCOUNT 4

2009 2008 5 Technicians, Technicians, foremen Managers foremen Managers Year- Operators & admini- & Profes- Operators & admini- & Profes- on-year 6 & work ers strative staff sionals Total & worker s strative staff sionals Total change Europe 24,414 6,593 6,447 37,454 28,219 7,674 7,065 42 958 -12.8% 7 North America 5,177 570 1,366 7,113 5,146 763 1,650 7,559 -5.9% 8 South America 1,586 710 293 2,589 1,685 620 303 2,608 -0.7% Asia 1,383 410 947 2,740 1,597 437 935 2,969 -7.7% 9 Other 1,758 227 185 2,170 1,606 256 183 2,045 +6.1% Total 34,318 8,510 9,238 52,066 38,253 9,750 10,136 58,139 -10.4% 10

11 Faurecia’s registered headcount decreased by 10.4% in 2009. However, an upswing in automakers’ production volumes in Year-on-year changes were mixed across the Group’s main these two regions during the second half of 2009 meant that geographic regions, however, reflecting the major trends in we were able to contain the overall year-on-year decreases, the global automotive market as well as in the industry of which came to 5.9% in North America and 7.7% in Asia; automotive equipment suppliers: c emerging markets recorded a 6.1% increase in their c in Europe, registered headcount was down 12.8%, reflecting registered headcount, notably in Morocco where staff the restructuring plans implemented at a number of numbers more than tripled; production and research and development sites in response c measures taken to reduce registered headcount were to lower customer demand; implemented across all staff categories in 2009, with c in North America and Asia, registered headcount was contractions of 10.3% for operators & workers, 12.7% for considerably scaled back in the first six months of the technicians, foremen & administrative staff, and 8.9% for year, with decreases of 18.7% and 10.0% respectively. managers & profes sionals . .

YEAR-ON-YEAR CHANGES IN REGISTERED HEADCOUNT BY TYPE OF CONTRACT

2009 2008 Year-on-year change CDI(1) CDD(2) Total CDI(1) CDD(2) Total CDI(1) CDD(2) Total Europe 35,320 2,134 37,454 40,207 2,751 42 958 -12.2% -22.4% -12.8% North America 6,192 921 7,113 6,771 788 7,559 -8.6% +16.9% -5.9% South America 2,421 168 2,589 2,460 148 2,608 -1.6% +13.5% -0.7% Asia 2,452 288 2,740 2,545 424 2,969 -3.7% -32.1% -7.7% Other 1,266 904 2,170 1,262 783 2,045 +0.3% +15.5% +6.1% Total 47,651 4,415 52,066 53,245 4,894 58,139 -10.5% -9.8% -10.4% (1) Open-ended contracts (contrats à durée indéterminée). (2) Fixed-term contracts (contrats à durée déterminée).

The number of staff employed under open-ended contracts earlier, representing 91.5% and 8.5% respectively in 2009 decreased by 5,594, or 10.5% in 2009, and the year-on-year compared with 91.6% and 8.4% in 2008. reduction in the number of staff on fixed-term contracts was Europe accounted for the majority of the reduction in the 479, or 9.8%. Despite these declines, the overall proportion of number of staff on open-ended contracts with the impact of registered headcount employed under open-ended and fixed- restructuring plans in this region leading to a 4,887-person term contracts was more or less unchanged from one year decrease, representing 87% of the total.

40 Faurecia 2009 REGISTRATION DOCUMENT The Group’s human resources policy Employee proﬁ t-sharing and incentive plans 4

> < CONTENTS > 1 All countries in this area reported a year-on-year falloff in Changes in the use of fixed-term contracts were different the number of open-ended contracts except for Romania. The across the Group’s geographic regions, with the sharpest 2 picture was more mixed in North America, where the United declines recorded in Europe (mainly Spain and Portugal) and States and Canada reported an almost 23% drop in the number Asia (China) in the first half of 2009. Conversely, a recovery in 3 of staff on open-ended contracts during the year, whereas production volumes in the second half of 2009 led to an increase Mexico saw an increase of some 18%. in the number of both temporary and fixed-term contracts in certain countries, including Mexico, Morocco and Tunisia. 4 5 AGE PYRAMID BY GENDER – 2009 6 < 20 20 - 29 30 - 39 40 - 49 > 50 Total Registered headcount Men Women Men Women Men Women Men Women Men Women Men Women 7 Operators & workers 488 181 6,492 2,760 7,938 3,467 5,756 2,512 3,397 1,327 24,071 10,247 8 Technicians, foremen 9 & administrative staff 50 56 1,429 770 2,085 795 1,648 519 847 311 6,059 2,451 10 Managers & Profes sionals 0 0 1,033 431 3,042 932 2,305 376 984 135 7,364 1,874 11

TOTAL 538 237 8,954 3,961 13,065 5,194 9,709 3,407 5,228 1,773 37,494 14,572

Women accounted for 28.0% of the Group’s registered to 13.4%, with a total of 7,001 registered employees within this headcount in 2009, representing a year-on-year increase of age bracket at the year-end. For all age brackets the breakdown 0.3 percentage points. by staff category remained stable year-on-year, with 66% of registered headcount corresponding to operators & workers, Group staff are relatively young overall, with 61.4% of registered 16% to technicians, foremen & administrative staff, and 18% to headcount under the age of 40 and 26.3% under 30. In 2009, the managers & profes sionals . proportion of staff aged over 50 rose by 0.8 percentage points

YEAR-ON-YEAR CHANGES IN EXTERNAL RECRUITMENT BY TYPE OF CONTRACT

2009 2008 Year-on-year change Registered headcount CDI(1) CDD(2) Total CDI(1) CDD(2) Total CDI(1) CDD(2) Total Europe 658 1,913 2,571 3,354 3,584 6,938 -80.4% -46.6% -62.9% North America 2,934 1,424 4,358 1,348 1,978 3,326 +117.7% -28.0% +31.0% South America 506 152 658 1,063 157 1,220 -52.4% -3.2% -46.1% Asia 222 340 562 429 352 781 -48.3% -3.4% -28.0% Other 108 848 956 398 889 1,287 -72.9% -4.6% -25.7% Total 4,428 4,677 9,105 6,592 6,960 13,552 -32.8% -32.8% -32.8% (1) Open-ended contracts (contrats à durée indéterminée). (2) Fixed-term contracts (contrats à durée déterminée).

The above table shows year-on-year changes in external In North America, a number of open-ended contracts were recruitment, excluding the impact of transfers from fixed-term terminated in the first half of 2009 in order to adapt headcount to to open-ended contracts. the falloff in business levels. This was decided due to the fact that employment contracts are particularly flexible in this geographic The number of external recruitments dropped sharply by close region, and that there is no possibility of offering short-time work. to 33% in 2009 for all types of contract. The decreases were However, as a result of the turnaround in business in the second primarily attributable to the decision to drastically cut back on half, the number of external recruitments rose by a sharp 117% hiring as from the fourth quarter of 2008 in response to the in the region for the year as a whole. Nevertheless, at end-2009 major crisis in the automotive industry. the overall number of open-ended contracts in North America was 18% down on the June 2008 figure.

Faurecia 2009 REGISTRATION DOCUMENT 41 The Group’s human resources policy 4 Employee proﬁ t-sharing and incentive plans

< CONTENTS > 1 YEAR-ON-YEAR CHANGES IN EXTERNAL RECRUITMENT BY STAFF CATEGORY 2 2009 2008 Technicians, Technicians, 3 foremen Managers foremen Managers Registered Operators & administrative & Profes- Operators & administrative & Profes- 4 headcount & workers staff sionals Total & workers staff sionals Total Europe 2,036 457 78 2,571 5,210 967 761 6,938 5 North America 4,152 93 113 4,358 2,749 287 290 3,326 South America 363 268 27 658 831 313 76 1,220 6 Asia 408 57 97 562 441 134 206 781 Other 861 54 41 956 1,068 119 100 1,287 7 Total 7,820 929 356 9,105 10,299 1,820 1,433 13,552 8

9 Operators & workers represented 86% of external hires in Hires of technicians, foremen & administrative staff as well 2009, technicians, foremen & administrative staff 10%, and as managers & profes sionals decreased by 49% and 75% managers & profes sionals 4%, compared with 76%, 13% and respectively during the year. 10 11% respectively in 2008. Priority was given to internal recruitment. 11 In Europe the number of managers & professionals hired externally was nearly 90% lower than in 2008.

TRANSFERS FROM FIXED-TERM TO OPEN-ENDED CONTRACTS – YEAR-ON-YEAR COMPARISON

2009 2008 Technicians, Technician, foremen Managers foremen Managers Registered Operators & administrative & Profes- Operators & administrative & Profes- headcount & workers staff sionals Total & workers staff sionals Total Europe 595 75 17 687 2,170 295 72 2,537 North America 530 43 19 592 697 32 7 736 South America 0 32 0 32 0 37 0 37 Asia 136 7 8 151 208 15 21 244 Other 104 4 2 110 47 1 0 48 Total 1,365 161 46 1,572 3,122 380 100 3,602

The number of transfers from fixed-term to open-ended Europe experienced the sharpest drop in transfers from fixed- contracts decreased by more than 56% year-on-year, for all term to open-ended contracts in 2009, with the total down 73% categories of staff. This reduction was in addition to the impact year-on-year. of the drastic reduction in external hiring in 2009.

42 Faurecia 2009 REGISTRATION DOCUMENT The Group’s human resources policy Employee proﬁ t-sharing and incentive plans 4

> < CONTENTS > 1 DEPARTURES (BROKEN DOWN BY REASON) – YEAR-ON-YEAR COMPARISON 2 2009 2008 Resignations Resignations 3 Registered (open-ended Individual Group (open-ended Individual Group headcount contracts) layoff s layoff s Other Total contracts) layoff s layoff s Other Total 4 Europe 1,293 2,277 2,200 1,920 7,690 2,472 2,442 1,415 2,221 8,550 North America 477 2,494 1,428 392 4,791 803 1,942 699 574 4,018 5 South America 117 429 35 107 688 202 561 1 122 886 6 Asia 211 200 154 216 781 316 250 27 215 808 Other 102 51 62 616 831 103 132 152 541 928 7 Total 2,200 5,451 3,879 3,251* 14,781 3,896 5,327 2,294 3,673 15,190

* Of which 2,955 on expiration of fixed-term contracts. 8

9 The number of employees who left the Group in 2009 totaled Individual and Group layoffs accounted for 63.2% of total 14,781 against 15,190 the previous year, representing a departures, up from 50.2%. The number of individual layoffs 10 decrease of 2.7%. Of these departures, 20% corresponded to the was on a par with 2008 but departures due to mass layoffs expiration of fixed-term contracts. Resignations represented increased by nearly 70% due to the numerous restructuring 11 14.9% compared with 25.6% in 2008, with over 47% fewer plans implemented in 2009. resignations in Europe year-on-year and more than 40% fewer Europe and North America were the geographic regions most in North America. affected by these staff reductions.

TRAINING HOURS – YEAR-ON-YEAR COMPARISON

2009 2008 Total training Training hours per Total training Training hours hours employee hours per employee Europe 789,365 22 1,032,853 25 North America 113,282 17 210,584 26 South America 41,271 18 63,992 28 Asia 79,849 30 105,897 36 Other 57,906 29 54,643 28 Total 1,081,673 22 1,467,969 26

The average number of training hours per employee in 2009 All of the Group’s geographic regions, except for emerging decreased to 22 from 26 in 2008 and the total number of countries, experienced a reduction in their training programs. training hours was more than 26% lower.

Faurecia 2009 REGISTRATION DOCUMENT 43 The Group’s human resources policy 4 Employee proﬁ t-sharing and incentive plans

< CONTENTS > 1 EXPATRIATES BY DESTINATION – YEAR-ON-YEAR COMPARISON 2 2009 2008 3 Europe 61 102 North America 27 40 4 South America 14 12 Asia 57 70 5 Other 17 16 Total 176 240 6 7 The number of expatriates fell by 27% Group-wide in 2009. expatriate assignments in 2009 were repatriated to their home The vast majority of Group employees who completed their countries in order to achieve cost savings. 8

DISABLED EMPLOYEES – YEAR-ON-YEAR COMPARISON 9

2009 2008 10 Europe 928 976 11 North America 45 South America 18 32 Asia 718 Other 10 10 Total 967 1,041

Faurecia employs over 900 disabled people in Europe. The decrease in the number of disabled employees in Europe in 2009 reflects the overall reduction in staff numbers in that region. The criteria used to define disabled employees are those set down in the legislation of each country. In Europe – particularly The proportion of disabled employees in France was more or France – such legislation tends to favor a more proactive less unchanged from 2008, representing just over 4% of the approach than in other countries. Group’s total headcount in this country.

WORK SCHEDULES IN 2009

Two 8-hr Three 8-hr Registered headcount shifts shifts Weekend(1) Other Total Europe 12,349 9,210 114 15,781 37,454 North America 2,693 1,957 148 2,315 7,113 South America 47 1,621 0 921 2,589 Asia 774 541 0 1,425 2,740 Other 1,194 480 0 496 2,170 Total 17,057 13,809 262 20,938 52,066

(1) Reduced weekend hours.

Staff work schedules within the Group are aimed at meeting sites and together account for 60% of the Group’s registered customer needs, based on production capacity at our sites. headcount. Shift work and weekend work mainly concern the production

44 Faurecia 2009 REGISTRATION DOCUMENT The Group’s human resources policy Employee proﬁ t-sharing and incentive plans 4

> < CONTENTS > 1 PART-TIME STAFF – YEAR-ON-YEAR COMPARISON 2 2009 2008 3 Europe 542 582 North America 014 South America 00 Asia 005 Other 00 Total 542 583 6 7

Substantially all of the Group’s part-time employment contracts for 2.3% of the Group’s total registered headcount in France in are in Europe, particularly France. Part-time staff accounted 2009, versus 2.2% in 2008. 8

OVERTIME – YEAR-ON-YEAR COMPARISON 9

2009 2008 10 Overtime % hours Overtime (in hours) worked (in hours) % hours worked 11 Europe 1,469,309 2.3% 1,909,157 2.5% North America 1,074,811 7.9% 1,557,822 9.1% South America 212,355 5.3% 311,251 7.7% Asia 911,135 15.5% 740,217 11.8% Other 131,622 3.1% 191,444 4.4% Total 3,799,232 4.1% 4,709,891 4.4%

Overtime hours are set in accordance with the legislation of The 0.3-point year-on-year decrease in overtime as a proportion each country. of total hours worked was mainly due to the unfavorable economic climate in the global automotive industry that affected all the Group’s geographic regions in 2009 except Asia.

ABSENTEEISM – YEAR-ON-YEAR COMPARISON

Absenteeism rate Absenteeism rate 2009 2008 Europe 3.3% 3.5% North America 1.2% 1.4% South America 2.0% 2.1% Asia 0.5% 0.5% Other 2.3% 2.5% Total 2.7% 2.9%

Absenteeism reported in 2009 and 2008 was due to illness, At the same time, the number of worked hours decreased workplace accidents and various unauthorized absences. by 13.1%, from 106.8 million to 92.8 million. As a result, the absenteeism rate decreased by 0.2 points in 2009. The decrease The number of hours of employee absence decreased by 18% was particularly pronounced in Europe and North America. year-on-year from an aggregate of 3.1 million to 2.5 million.

Faurecia 2009 REGISTRATION DOCUMENT 45 The Group’s human resources policy 4 Employee proﬁ t-sharing and incentive plans

< CONTENTS > 1 SUBCONTRACTING – YEAR-ON-YEAR COMPARISON 2 2009 2008 One-off One-off 3 subcontracting Ongoing subcontracting Ongoing projects subcontracting Total projects subcontracting Total 4 Europe 311 1,196 1,507 598 1,344 51,942 North America 35 301 336 42 382 424 5 South America 65 140 205 0 121 121 6 Asia 16 209 225 14 218 232 Other 63 111 174 29 130 159 7 Total 490 1,957 2,447 683 2,195 2,878 8

The use of subcontractors decreased by nearly 15% in 2009, primarily reflects the fact that the Group had to reduce its 9 with one-off subcontracting projects dropping 28.0% and service-provider expenditure during the year due to the difficult ongoing subcontracting down by 10.8%. The overall decrease conditions in the automotive industry. 10 WELFARE BENEFITS IN 2009 11 Supplementary health and personal risk (in € thousands) Accommodation Transport Catering Medical care insurance Subsidies Total Europe 2,635 6,619 6,371 4,914 12,399 4,179 37,116 North America 347 1,530 186 1,823 468 55 4,409 South America 167 913 1,262 1,267 184 91 3,884 Asia 2,753 1,546 914 3,889 647 115 9,865 Other 64 593 382 182 65 17 1,304 Total 5,966 11,202 9,116 12,075 13,762 4,456 56,578

The total amount of welfare benefits decreased by 13.7% in 2009 as a direct result of the cost-saving measures implemented during the year.

46 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 5 6 7

Quality 9

CONTENTS

5.1. QUALITY ACHIEVEMENTS 48 5.3. OUTLOOK FOR 2010 50

5.2. CUSTOMER AWARDS 49

Faurecia 2009 REGISTRATION DOCUMENT 47 Quality 5 Quality achievements

< CONTENTS > 1 5.1. Quality achievements 2 3 The objective set in 2006 through the launch of the With a view to further strengthening the QRQC approach we Breakthrough Quality Plan of reducing to 15 the average have also launched a “QRQC Competition” program at all of 4 6-month rate of customer rejects per million parts delivered our production sites. The underlying aim of this competition is (ppm) was reached in the first half of 2009. Our next objective to select the “best QRQC 8D(2) quality site” for each business 5 is to firmly anchor quality into our daily operations, notably by line and for the Group as a whole, with each plant identifying a reducing performance disparity between sites. “best QRQC practice” based on a production quality problem it 6 has resolved. Following on from regional competitions for each 235 230 business line a final is planned for early 2010, to be presided over by the Group’s Executive Committee. This event will be 7 organized separately from the process for rewarding the best- performing sites. In essence, the QRQC competition is a large- 8 scale training program for Faurecia’s operations managers aimed at showing them how to teach their teams to effectively resolve problems. Being able to come up with effective and 9 102 efficient corrective action plans and sharing knowledge throughout the organization are key factors in achieving 10 further quality and productivity gains going forward. During the course of 2010 the competition will be extended to the Group’s 11 35 programs as well as additional areas such as supply chain 22 15 management, and health, safety and the environment. In late 2008, Faurecia implemented an audit process to verify 20042005 2006 2007 2008 2009 how the Faurecia Excellence System is applied at production sites and in development programs. Thanks to the Group’s In 2009, 72% of Faurecia’s 169 manufacturing sites had straightforward self-assessment system that can be applied achieved or exceeded the objective of 15 ppm and 60% progressively, this audit process also enables each production had achieved the worldwide excellence level of single digit site and R&D unit to adopt a rigorous and disciplined approach customer rejects ppm. to drawing up their progress plans. Any sites or programs that do not achieve acceptable quality levels are required to present Having eliminated costly recurring quality checkpoints from the their corrective action plans directly to Faurecia’s Chairman. production process, we launched a scrap reduction plan during After an initial audit cycle for all of the Group’s 169 production 2009 aimed at halving the parts scrappage rate at all our sites sites, in 2009 the “acceptability” thresholds were applied within two years. The 30% reduction target set for 2009 was Group-wide in order to drive continuous progress. Eleven sites achieved and made a significant contribution to the Group’s have already been audited based on the new requirements. overall cost-cutting program. The scrap reduction plan consists of highly practical measures based on (i) the QRQC(1) approach, The 89 development program audits that have been carried (ii) systematic collection of all scrap parts in a centralized area out have enabled the Group to identify over 40 best practices, of each plant, (iii) daily reviews conducted by plant managers, which have been relayed to all of the R&D units with a view to and (iv) a convergence program. Audits are conducted by the enhancing their efficiency. Group Quality Department for sites that do not meet the scrap reduction objectives in the convergence program.

(1) Quick Response on Quality Control (QRQC) is a management approach whereby all defects must be dealt with through corrective action immediately, or within 24 hours at the latest, working from an in-depth analysis to pinpoint the root causes of the problems and determine appropriate technical solutions that can be used across all of the Group’s businesses. It applies at all levels of the organization, from production-line operators up to workshop supervisors and site management. It extends to project development teams and development centers as well as production facilities, and is also used to tackle problems in the areas of logistics, supplier relations and HSE (health, safety and the environment). (2) 8D is the automotive industry’s standard problem-solving methodology. Based on the Plan-Do-Check-Act cycle (PDCA or the Deming Wheel) it involves eight steps, or “disciplines”. The disciplines used by Faurecia are: D1 – Define the problem; D2 – Identify any other products subject to the same risk; D3 – Implement containment actions to isolate the problem from customers; D4 – Identify why the problem was not detected at the time it occurred; D5 – Identify the root causes of the problem; D6 – Put in place corrective actions; D7 – Measure the effectiveness of the corrective actions; D8 – Prevent recurrence and share knowledge and learning throughout the organization.

48 Faurecia 2009 REGISTRATION DOCUMENT Quality Customer awards 5

> < CONTENTS > 1 5.2. Customer awards 2 3 In 2009, Faurecia received the following two awards from c the ChongQin site received a “Quality Excellence Award” customers in China: from Changan Ford Mazda Automobiles. 4 c Dong Feng Nissan presented an “Excellent Supplier Award” These Chinese sites are among the highest-ranking production to the Wuhan site (FWAS); facilities under the Faurecia Excellence scoring system. 5 6

Faurecia 2009 REGISTRATION DOCUMENT 49 Quality 5 Outlook for 2010

< CONTENTS > 1 5.3. Outlook for 2010 2 3

The Group intends to continue to apply its quality strategy in 2. halve the scrappage rate at production facilities compared a rigorous and disciplined way to achieve its objectives of a with 2008; 4 customer reject rate of 15 ppm and the complete elimination 3. continue to enhance the quality of new programs, of serious quality alerts concerning vehicle safety or regulatory 5 particularly during the design phase; compliance that impact customers. This will involve strictly applying the Faurecia Excellence System for both programs 4. ensure that each Faurecia entity fully understands and 6 and production process in order to: meets each customer’s requirements and specifications. 1. reduce the disparity in ppm performance between all of 7 Faurecia’s sites worldwide; 8

50 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 6 6 7

Research 9 and development 10 11

CONTENTS

6.1. MARKET EXPECTATIONS 52 6.3. RESEARCH AND INNOVATION 54

6.2. PRODUCT PLANNING 53 6.4. PROGRAM MANAGEMENT 56

Faurecia 2009 REGISTRATION DOCUMENT 51 Research and development 6 Market expectations

< CONTENTS > 1 R&D is a key strategic issue for Faurecia as it is the starting Automakers are swiftly adapting their future product offerings point for the Group’s innovative creations of products and in response to the difficult market conditions experienced 2 processes and future customer applications. R&D activities are in 2009. They continued and intensified previous trends by structured around the following main business units: proposing enhanced downsized engine power, new forms of 3 architecture, hybrid and electric solutions, and lighter-weight c the Research and Innovation Unit, which covers upstream vehicles, as well as by speeding up the renewal of their entry- activities prior to program acquisitions. This unit is critical to level offering. At the same time, they continue to research new 4 enabling the Group to provide an appealing and competitive functionalities to satisfy customers’ increasing expectations, offering, which it achieves by designing new products and particularly in terms of comfort and perceived quality. Against processes, proposing innovative solutions and developing 5 this backdrop, Faurecia responded to these market changes by generic products and processes; creating new products to help lighten the weight of vehicles 6 c the Program Management Unit, which covers customer- and reduce emissions as well as increasingly incorporating specific vehicle programs. It is a downstream unit responsible natural materials. The new demands of the Group’s automaker for ensuring that programs are completed within the set customers have not only affected the products themselves but 7 timeframes and in compliance with the required cost and also require highly efficient and rapid development processes. quality levels. Consequently, R&D has taken on even greater importance 8 for the Group, as it enables us to offer new products that are R&D activities represented gross expenditure of €493.2 million more competitive in terms of cost, weight and performance. in 2009 not including the costs relating to managing tooling 9 At the same time, we are working on the design of innovative and capital expenditure. In all, 3,500 engineers and technicians products to equip the vehicles of the future. based at Faurecia’s 33 R&D centers across the globe control an 10 aggregate annual gross budget of around €1 billion. 11

6.1. Market expectations

The new market situation has led to fierce competition, both in c financial constraints that are increasingly leading automakers terms of price and new offerings that need to be ever-broader to design worldwide programs whereby vehicles can be and higher performing. This is reflected in: customized locally from global platforms, especially as regulations are growing more and more standardized across c product competitiveness, particularly for entry-level vehicles; the globe. In response to this trend Faurecia has designed a c demand for higher environmental performance, which has number of component platforms, particularly for seating led to improved vehicle usage costs through reduced fuel frames; consumption, lower emissions, lighter-weight parts and new c longer warranty coverage and extreme customer attention forms of engine such as hybrid and electric which require to quality and durability, both on initial contact with the changes to vehicle architecture; vehicle and from a longer-term viewpoint, for reasons of c shorter development leadtimes for swifter renewal of resale value. product ranges, particularly in terms of environmental The combination of these factors has led to tough market performance; demands on equipment supplier performance. Faurecia c a wider range of vehicle releases, with numerous nevertheless regards these trends as a major opportunity automakers’ product line-ups expanding by up to 50%, to boost value in its markets and strengthen its long-term entailing greater research into modular or platform strategy competitive standing. Few of its rivals can meet these and lower development costs; intensifying demands, and Faurecia considers that it has the leading technology among the major market players. In order to meet these challenges while complying with tightly imposed budgets and deadlines, Faurecia has stepped up the pace of its product innovation plan and increased its engineering capacity.

52 Faurecia 2009 REGISTRATION DOCUMENT Research and development Product planning 6

> < CONTENTS > 1 6.2. Product planning 2 3

The Group bolstered its overall product plan in 2009 in order to c designing generic products in order to split development costs meet customer demands, with a particular focus on reducing across several models in the vehicle range of one or more 4 emissions and producing lighter-weight designs while taking customers. These generic products are historically tailor- into account its own business-specific constraints. Faurecia’s made in each of Faurecia’s business lines and require a full 5 product plan is structured around the following five focal points: analysis of what can be standardized and what must remain specific in order to leave the automaker sufficient design c achieving weight savings and introducing natural materials: 6 freedom for product differentiation. The main items that can c lightweight design has become a major challenge be standardized are seat and instrument panel structures, for automakers, and Faurecia modules can together door and front-end modules, and exhaust line components; 7 account for 15% to 20% of the total weight of a c taking into account constraints relating to perceived quality vehicle. In each of its business lines Faurecia develops and durability right from upstream activities in order to avoid 8 products with weight reductions of 25% to 30%, making errors that are costly to repair once the design of a part has a very significant contribution to automakers’ overall been finalized and manufacturing processes determined. 9 lightweight vehicle design objectives, Faurecia’s industrial design teams are involved from the c programs for incorporating natural fibers already offer innovation phases of a product and the program acquisition 10 cost-competitive alternatives to plastics in lightweight process right through the development stages up until series applications. Faurecia’s upstream integration production. These teams can diagnose risks and put forward capabilities in this field largely outmatch those of its solutions as early as possible in the development chain. 11 main competitors. At the same time, teams across Perceived quality concerns the whole vehicle interior as well all of Faurecia’s business lines place great emphasis as the fit and finish of front-end modules and bumpers; on the recyclability of materials, as well as on fully c reducing costs and increasing competiveness at all levels of integrating product design and process teams in order each product range by focusing on materials used as well to develop in parallel new products and the equipment as combining and integrating functions and manufacturing required to manufacture them; processes. c reducing emissions: c Faurecia’s Emission Control Technologies teams study with automakers the whole spectrum of advanced technological solutions for improving combustion and treating exhaust emissions, drawing on the experience already learned from projects currently underway;

Faurecia 2009 REGISTRATION DOCUMENT 53 Research and development 6 Research and innovation

< CONTENTS > 1 6.3. Research and innovation 2 3 For each of its product lines, Faurecia’s innovation drive in 2009 c Emissions Control Technologies: factored in two major automotive industry trends: 4 c compliance with the new Euro V and Euro VI standards, c improvements in environmental performance; with particulates filters extended to all diesel vehicles, 5 c creation of end-customer value for vehicle differentiation. c improved engine performance through the growing use of fabricated manifolds for better high-temperature The following examples illustrate this clearly: performance as well as for exhaust heat insulation 6 c Automotive Seating: systems, 7 c product solutions covering all market segments, from low c exhaust heat recovery systems whereby the heat cost to premium, and spanning all geographic regions, produced from fuel combustion is used to reduce the engine heating time as well as to warm up the vehicle’s 8 c the design of generic products that can be used for interior, different applications in order to reduce one-off start- up costs. These generic products are particularly c weight and size reductions for exhaust systems to free 9 used for seating frames and components such as up more interior space; mechanisms, c Automotive Exteriors: 10 c lightweight design, c work on module architecture to incorporate pedestrian 11 c thin front seats which reduce weight, improve comfort for safety features and shock absorption systems for low- back-seat passengers and allow for innovative designs; speed crashes, as well as to reduce overhang and cut costs by combining functions, c Interior Systems: c work on the exterior architecture, enabling enhanced c stronger perceived quality for mid-range and premium perceived quality and a better-segmented offering, vehicles, through (i) improved incorporation of functions such as c enhanced perceived quality for entry-level vehicles, parking sensors and actuators, and (ii) the development c promotion of design features enabling customization of a broader range of design features, and upscaling of the vehicle interior, c creating lighter-weight systems by using state-of-the- c use of sound-proofing products made of multilayer art products and materials, and making our systems materials that improve acoustic performance, are lighter and modules increasingly compact. weight and less bulky, and are suitable for recycling;

54 Faurecia 2009 REGISTRATION DOCUMENT Research and development Research and innovation 6

> < CONTENTS > 1 The cross-product Light Attitude project underscored Faurecia’s process validation. Risks concerning these projects – which capacity to significantly assist automakers in their overriding are inherent to any innovation endeavor – are identified as 2 objective of achieving lighter weight designs. Further details of development proceeds through in-house pilot applications this project are provided in section 7.1.2. as well as upstream programs implemented jointly with the 3 automakers. Only validated projects can be used for customer The strides we have made in crafting innovative solutions have programs. Joint development projects can be financed either only been possible thanks to the following six measures we fully or partly by customers, depending on the pilot applications 4 have adopted in a bid to boost the efficiency and effectiveness concerned. Once underway, R&D-specific expenditure for the of the whole innovation process: program can be financed either in cash or through piece price 5 c strengthening our expertise. Product/process excellence amortization, or through a combination of both arrangements. units have been set up in order to more accurately identify The Group’s innovation activities yielded a total of 200 patents in 6 the key skills required for Faurecia’s future development, 2009, ranking Faurecia as one of the most inventive companies effectively assess changing needs, and build up best in its sector. practices in all of the Group’s entities. In addition, by involving 7 design, R&D and marketing teams in the upstream phases of In order to step up the pace of its research and innovation operations, product opportunities can be identified very early activities, Faurecia has launched major capital expenditure 8 on in the process taking into account all technical, design programs: and financial criteria; c a worldwide excellence center for seating mechanisms 9 c setting up joint development projects with main customers, at Flers in France, which opened in 2009. This new site enabling us to enter into technical discussions at a sufficiently verticalizes Faurecia’s expertise by incorporating a research 10 early stage to have an influence on design concepts and center, a customer development center and a production unit. architecture, while taking into account increasingly shorter An additional dimension will be added in September 2010 leadtimes; creating joint development projects with key with the introduction of an engineering work-study program 11 suppliers, particularly for raw materials such as steel and set up as part of a partnership between Faurecia and chemicals, as well as for electronic components (human- universities in the region; machine interfaces); c a worldwide research, development and innovation center c tighter selection of innovation projects, to concentrate for emissions control technologies at Bavans in France, resources on priority challenges and identified commercial which as of April 2010 will house research, development targets. and innovation teams as well as engineers and customer relations staff. Thanks to this new center Faurecia’s Bavans Faurecia has a portfolio of 152 innovation projects, broken facility will also be able to strengthen its partnerships with down by product line (seats, seating frames & mechanisms, technology universities and engineering schools; instrument panels, etc.) and by innovation focus, addressing market expectations such as lightweight design, reduced c acquisition of Tata’s stake in Taco Faurecia Design Center emissions, perceived quality, the in-vehicle experience, safety, which gives us full control over our development center environment and standardization. The innovation process in India. This company, which was renamed Faurecia has clear decision-making milestones and is structured so Automotive Engineering India, serves as a platform for that projects can be steered carefully down their individual local development capacities and constitutes a competitive paths, from the conception stage through to product and support base for our Western development teams.

Faurecia 2009 REGISTRATION DOCUMENT 55 Research and development 6 Program management

< CONTENTS > 1 6.4. Program management 2 3

While upstream research and innovation activities are focused suppliers. It stood at 93.3% in 2009, representing a 2.5-point on creativity and new technical solutions, the downstream improvement on the prior year. 4 program management teams concentrate on Faurecia’s ability The program management plan launched in 2007 was pursued to complete projects while respecting tight cost, leadtime and 5 during 2009, based on the following focal points: performance objectives set by customers. c geographic location of development centers. Faurecia’s In line with its target of becoming the industry’s benchmark 6 objective is for India and China to account for over 25% of in this area, the Group launched a worldwide initiative called the Group’s total development capacity by 2010. The Group Excellence in Program Management in 2008 which has now considers that R&D capacity should be increased in these 7 been implemented worldwide. Aimed at speeding up the two countries as it is necessary to develop products for rollout of the Program Management System, Excellence in the domestic automotive markets locally. At the same time Program Management consists of an ongoing follow-up of 8 these centers will handle at a competitive cost a growing programs based on key performance indicators (KPI). The proportion of the value-chain products that we develop for achievements made in 2009 as part of Faurecia’s continuous 9 the European and North American markets; improvement drive demonstrated our ability to carefully manage development projects and exceed our original targets: c new CAD (Computer Aided Design) systems, which shorten 10 leadtimes and improve the quality of developments by using c TTPG: the time periods between achieving program an approved “template” that factors in the Group’s design milestones were reduced to 8% lower than objectives, experience. By using the latest simulation and virtual reality 11 enabling the Group to respect its initial deadlines; techniques, design teams can reach the right solutions c operating income: coming in at a significantly improved level in more rapidly and reduce or even completely cut out costly relation to the overall sales figure for programs, this indicator validation phases using prototypes; shows a positive operating profitability trend compared c invention protection at the earliest stages of product with the acquisition business plans. In general, the Group’s development, which is key to Faurecia’s competitiveness. objective is to acquire new programs with an operating margin Right from the program launch, design activities are of at least 4% and to improve this profitability by at least 0.5% organized in such a way as to secure intellectual property during the development phase. In 2009, the average operating rights to the program’s innovations. By taking into account margin on programs rolled out after development was 5% and economic and financial criteria, market conditions and the operating margin on programs in the development phase the positioning of competitors, invention protection is fully averaged 4.4% at end-2009; integrated into the Group’s business strategy; c up front: this indicator reflects the level of expenditure to c synergies between different departments and sites, which be incurred by Faurecia before starting up production and enable us to capitalize on our experience. Thanks to the therefore helps to define the Group’s financing needs. During networks of cross-business experts that have been set up 2009, it improved by over one percent of annual sales for all across the various product groups and geographic regions, programs in the development phase; which draw on knowledge management systems, we have c launch status: this is a composite indicator that shows been able to enhance the process of sharing best practices. start-up conditions for series production and therefore any The usefulness of this system was demonstrated by a additional costs that may be incurred during this high-risk successful pilot initiative for plastic parts. period. Clear improvements were achieved in 2009, thanks Faurecia views R&D as a major source of competitive advantage to the Group’s tighter program management process; for the future. Although challenging demands from automaker c Advanced Product Quality Planning (APQP): this indicator customers require us to keep up a fast pace of change, they reflects the level of compliance obtained for the different also offer us a substantial opportunity to stand out from the program milestones concerning products delivered to competition, invent the products of the future, and enhance our customers, and consequently components sourced from long-term financial performance.

56 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 7 6 7

Faurecia and the environment 9

CONTENTS

7.1. FAURECIA’S PRODUCTS 7.2. FAURECIA’S MANUFACTURING SITES AND THE ENVIRONMENT 58 AND THE ENVIRONMENT 63 7.1.1. Product design 58 7.2.1. Environmental protection improvement initiatives 63 7.1.2. Reducing the weight of products 59 7.2.2. Certiﬁ cation and training 63 7.1.3. Emissions reduction initiatives 60 7.2.3. Environmental indicators 64 7.1.4. Recycling initiatives 60 7.1.5. Use of natural materials 61 7.1.6. Supplier management 62

Faurecia 2009 REGISTRATION DOCUMENT 57 Faurecia and the environment 7 Faurecia’s products and the environment

< CONTENTS > 1 Structured around environmental excellence centers and procedures also enable us to ensure that the parts we deliver networks, Faurecia’s teams have a responsibility to identify and receive are compliant. 2 environmental risks as well as to ensure compliance with We have launched reporting initiatives for materials and regulations relating to health, safety and the environment. substances to enable automakers to comply with the European 3 Close upstream collaboration with automakers and suppliers REACH directive and recycling requirements applicable since together with strict controls on deliverables and purchasing December 1, 2008 for new vehicles. 4

7.1. Faurecia’s products and the environment 7

8 Since Faurecia’s products can account for up to 20% of a c consumers, who reap the rewards of Faurecia’s efforts vehicle’s weight, we play a key role in making vehicles lighter, to make products safer, more comfortable, reliable and 9 less polluting and more fuel efficient. In addition, through its attractive; and Emission Control Technologies business, Faurecia makes a c citizens, who depend on manufacturers to shrink their 10 significant contribution to lowering CO emissions and reducing 2 products’ environmental footprint through emissions noise pollution. control, eco-design, noise reduction, energy management 11 Our environmental approach is designed for the benefit of: and reduced consumption. c customers, i.e., the automakers who rely on Faurecia to help Faurecia’s environmental initiatives cover every stage in the differentiate their brands, by supplying products to make product life cycle, from design to end-of-life, as well as the lighter vehicles with lower emissions that enable them to Group’s relations with suppliers and the impact of its production meet their objectives in this area; sites on the environment.

7.1.1. PRODUCT DESIGN

From the product design phase, and in the technical expertise c developing recycling initiatives, such as anticipating the end- we provide to automakers, our environment protection policy of-life phase, optimizing the recovery of production waste covers five main areas: and using recycled materials; c reducing the weight of components; c increasing the use of natural materials; c lowering emissions of greenhouse and other polluting gases; c reviewing and enhancing environmental performance based on life cycle analysis and assessment.

58 Faurecia 2009 REGISTRATION DOCUMENT Faurecia and the environment Faurecia’s products and the environment 7

> < CONTENTS > 1 7.1.2. REDUCING THE WEIGHT OF PRODUCTS 2

A number of countries, representing a considerable portion c replacing glass fibers in structural plastic parts by plant- 3 of the global automotive market, have regulatory frameworks based fibers, leading to weight savings of 10% to 30%; for controlling carbon emissions. In order to reduce fuel 4 c using rheological and mechanical calculation systems to consumption and consequently carbon emissions, reducing optimize the design of parts such as by leveraging the vehicle weight is a major imperative for automakers and is positioning of ribbing and different thicknesses or closely 5 viewed as a significant means for automotive suppliers to monitoring the direction of glass fibers in thermoplastic stand out from the competition. matrices. By fine-tuning the design process and using 6 Faurecia is in a leading position to help automakers achieve specific materials the Group has been able to reduce the this new objective, thanks to the wide range of products that it thickness of certain components and offer more lightweight supplies and its high level of vertical integration. front-end modules with weight savings of up to 10%; 7 c Obtaining the optimal weight of components is a complex developing new processes and materials with a view to 8 balancing act requiring a broad spectrum of complementary reducing the weight of current design elements such as skills and approaches including: creating cavities in structural or semi-structural parts through fluid-assisted injection molding or the Mucell 9 c a continuous improvement strategy for existing components, process, or using micro-fillers for semi-structural parts and which can achieve weight savings of 5% to 10% and can be parts used in the finish of a vehicle. applied to most Faurecia products. Designing components 10 in accordance with lean production principles forms part of In 2009, Faurecia presented this integrated approach at the Los this strategy; Angeles Auto Show under the name “Faurecia Clean”. As part 11 of this environment-focused event, we presented more than 10 c using new materials such as high-elastic-limit steel in order innovations which can reduce the weight of our products by as to achieve weight savings of around 10% on seating frames, much as 30%. or expanded polypropylene for rear seat cushions generating around a 40% reduction in weight; Some examples of potential applications in four major vehicle systems are provided below: c using plastic injection to reduce the density of parts through gas injection techniques and honeycomb structures; c Interior Systems: injecting gas and plastic into instrument panels in order to create lower-density honeycomb c developing new high-performance composite materials structures; installing a multi-layer insulator between the such as “sandwich” frames and structural foam which can engine and vehicle body offering excellent sound absorption achieve weight savings of between 5% and 30% depending and acoustic insulation properties; on the application concerned; c Automotive Seating: incorporating ergonomically-designed c integrating new technologies for the shaping of parts pneumatic adjustment systems into seat cushions made of (variable thickness panels, variable diameter tubing) which thermoplastic polyurethane foam; can achieve weight savings of around 15% for cross-car beams compared with traditional structures; c Automotive Exteriors: designing a building-block modular frame concept that includes aluminum honeycomb crush c developing new product architectures with higher integration boxes as well as plastic energy absorbers. These structures rates to bring door module weights down by 3-4 kg per achieve energy absorption levels similar to the steel-based vehicle. For example, in the Group’s Inpamo system the solutions that they replace but are up to 20% lighter; cross-car beam is removed, generating a 12% weight saving; c Emissions Control Technologies: integrating catalytic converters into vehicles’ exhaust tubing.

Faurecia 2009 REGISTRATION DOCUMENT 59 Faurecia and the environment 7 Faurecia’s products and the environment

< CONTENTS > 1 7.1.3. EMISSIONS REDUCTION INITIATIVES 2

The majority of industrialized countries regulate in some the majority of the world’s vehicle producing countries will have 3 form or other the pollution generated by exhaust emissions adopted comparable standards, including South Korea in 2010, of private vehicles, although the scope and stringency of India in 2012 and China in 2014. For Faurecia, this requirement 4 these regulations varies from country to country. Following for particulate filters means an increase in the average value of the widespread introduction of catalytic converters for petrol- the lines delivered to customers. In 2013, the Euro VI standard 5 run vehicles, it is now diesel vehicles that are becoming will limit NOx emissions to one third of current levels. These increasingly subject to regulatory constraints. Europe is the new restrictions will require widespread adoption of additional leading worldwide market for diesel-run vehicles and is the emission treatment systems, such as SCR (Select Catalytic 6 forerunner in issuing regulations on two major pollutants – Reduction). EGR (Engine Gas Recirculation) systems and NOx and particulate matter (PM). In the coming five years, PM NOxTraps. These technologies have already been implemented 7 and NOx emissions will be regulated by the Euro V and Euro VI for commercial vehicles in Europe and North America, which standards respectively. The PM emissions threshold under the has similar standards to Euro VI. They already form part of 8 Euro V standard – which came into force in September 2009 Faurecia’s offering and are beginning to be incorporated into a – is five times lower than in Euro IV, which means that diesel number of vehicle models in readiness for the Euro VI standard. vehicles need to use particulate filters. Euro V will be brought 9 This trend towards stricter emissions standards requires into application gradually with a cut-off date of September 2010, exhaust systems to be fitted with highly specific equipment, when all diesel vehicles brought onto the market must be and as such represents a significant growth opportunity for the 10 equipped with a particulate filter. Within the space of five years, Group in all of its markets. 11

7.1.4. RECYCLING INITIATIVES

7.1.4.1. Preparing for the end-of-life dismantling phase for all vehicle interior parts made of foam or compounds with a heterogeneous chemical composition, phase including crushing and recycling composites. The feasibility In view of the increasingly strict regulations in this area, study went as far as analyzing the shaping of parts using automakers are making ever more stringent demands on their the traditional injection process and measuring mechanical equipment suppliers in terms of recycling end-of-life products. performance. All of Faurecia’s businesses are affected by these obligations In a similar vein, in 2009 the Automotive Exteriors business and, depending on the characteristics of the component in continued a project launched in 2008 in conjunction with the question, have implemented plans and solutions to ensure that ADEME to optimize the treatment of materials from end-of- end-of-life products will be processed as efficiently as possible life vehicles and produce cradle-to-cradle designs. Specific in the future. extrusion processes and chemical treatments have been For example, the Automotive Seating business extended to the developed in order to enhance the quality of materials and new Renault Megane the eco-design rules already used for thereby optimize their performance. the seat padding in the Laguna. The padding was developed The outcome of the Group’s work in this area should enable by examining the removal of foams, the separation of its teams to draw up financial and technical models tailored to materials and the chemical compatibility of the various plastic Faurecia’s business operations. We are studying all possibilities components. This has enabled Faurecia to anticipate end-of- for recovering materials at the end-of-life phase with a view life phases such as dismantling and crushing, contributing to to (i) integrating best-in-class solutions right from the design these vehicles’ compliance with European regulations. stage, (ii) reducing the environmental impact of our products, Following research started in 2007, the Interior Systems and (iii) taking into account all stages of the vehicle’s life cycle. business has launched a pilot project in conjunction with We also use life cycle analyses in order to create eco-designs, the French government’s Energy and Environmental Agency integrating all of the above criteria as early as possible into the (ADEME) with a view to identifying the possibilities offered at the innovation and development processes.

60 Faurecia 2009 REGISTRATION DOCUMENT Faurecia and the environment Faurecia’s products and the environment 7

> < CONTENTS > 1 7.1.4.2. Use of recycled materials In addition, Faurecia maximizes the incorporation of recycled natural fibers (mainly cotton) in its vehicle soundproofing 2 Faurecia proposes an increasing number of recycled plastic systems. parts. The Automotive Exteriors business offers a wide range of 3 In the Automotive Seating business, depending on the type applications that can use recycled plastics, particularly non- and category of vehicle, various components are now made of visible applications such as energy absorbers and bumper 4 recycled polypropylene. Taking all these components together, frames or spoilers. recycled plastics can now account for up to three kilograms of Thanks to recent research work we can now offer the option 5 the overall weight of seats manufactured by Faurecia. of incorporating recycled materials into decorative parts, such Life cycle analyses show that the use of recycled materials can as bumper surfaces, for upcoming vehicle models. Lastly, we 6 reduce the environmental impact of manufactured products. are also looking into new sources of materials from end-of-life Faurecia, like its automaker customers, has considerably products in order to enlarge the range of available second-life extended its panel of suppliers of recycled materials with a materials. 7 view to integrating recycled parts into increasingly technical applications. 8

7.1.5. USE OF NATURAL MATERIALS 10 11 Bio-based materials and natural fiber composites are forming Work is also underway to enhance the processing methods an ever-larger part of new car models. Faurecia offers used for these bio-based materials in order to improve their customers a wide array of lower cost alternatives to petroleum- technical performance, aesthetic appeal and resistance. based products. Where natural fibers are used as reinforcement in plastic parts, weight savings of up to 20% can be achieved. The use of these materials also makes the Group less dependent on oil prices 7.1.5.1. Natural ﬁ bers and composites and allows it to reduce its overall environmental footprint. Wood, linen, hemp and sisal are entirely renewable materials, Faurecia designs and manufactures door panels using are locally available, and require much less start-up energy composite materials that combine wood fibers and resins. than traditional solutions, such as glass fibers. Natural fibers account for between 50% and 88% of the materials developed for this application. Instrument panels Faurecia has developed such materials, which are used in are also made out of a composite material that combines linen both premium vehicles such as the Audi A4, Volvo C70 Coupé fibers with a polypropylene matrix. This material comprises and Citroën C6 and volume-production models including the between 40% and 60% natural fibers, depending on the Citroën C4, Toyota Corolla and Avensis, Ford C-Max and Nissan mechanical properties required. Qashqai (wood fibers), and the Opel Astra and Zafira and the SmartForTwo (linen). We have also developed a number of injection-based applications which we are currently proposing to customers for future projects. These composite materials made from natural fibers are the first step in the process of devising components 7.1.5.2. Biomaterials made from fully renewable resources. In 2007, Faurecia launched a research project called Biomat In 2009, the Automotive Exteriors business validated the use of aimed at replacing fossil-based materials with materials compounds based on polyolefin and fibers such as hemp and derived from fully renewable resources. Although some sisal for making semi-structural parts to replace glass fibers. solutions already exist, none have so far been able to meet the These materials enable the Group to offer customers solutions automotive market’s requirements in terms of financial criteria that are competitive in terms of weight and cost. or technical feasibility.

Faurecia 2009 REGISTRATION DOCUMENT 61 Faurecia and the environment 7 Faurecia’s products and the environment

< CONTENTS > 1 Faurecia’s objective is to develop a biopolymer for vehicle At the same time, the Automotive Exteriors business is in the interior applications. These are technical materials, which meet process of testing biopolymer compounds for semi-structural 2 the strict requirements of the automotive industry in terms applications, and the Seating and Acoustics businesses have of safety, regulatory compliance, heat resistance, dynamic joined forces to carry out a research project with the aim of 3 fatigue, odors, VOC emissions, etc. They can be processed being able to use plant-based polyols in foam for seating and using traditional, low-investment processes, and the price acoustic components by 2011. Biomass would make up around per kilogram is competitive compared to more conventional 5% of this foam. 4 materials used for vehicle interiors. This research should eventually result in an industrial application with high volumes 5 of materials derived from renewable and non-food resources, such as linen, hemp, cereal, beet and corn. 6

7.1.6. SUPPLIER MANAGEMENT 8

9 Faurecia’s components purchasing policy factors in Specific measures have also been undertaken with all of environmental protection at every step in the product supply Faurecia’s suppliers with respect to implementing the REACH 10 chain. Since July 1, 2007, the Group has asked its main directive on the production and use of chemical substances. suppliers to comply with its corporate social responsibility In accordance with the recommendations of the various and environmental requirements. These requirements mainly automotive industry committees and working groups of which 11 concern compliance with various regulations, including it is a member, Faurecia ensures that suppliers are aware those on occupational health and safety, certification of the of and comply with the Directive’s requirements in terms environmental management system (e.g., ISO 14001), the of registration, evaluation and authorization of chemical development of eco-friendly products and not using prohibited substances for the European market, and, where applicable, products and substances. It is a request that follows on from take steps to initiate the withdrawal of certain substances from the initiative started in 2006, concerning ISO 14001 certification the market. for the Group’s 400 largest external suppliers in terms of revenues.

62 Faurecia 2009 REGISTRATION DOCUMENT Faurecia and the environment Faurecia’s manufacturing sites and the environment 7

> < CONTENTS > 1 7.2. Faurecia’s manufacturing sites 2 and the environment 3 4

7.2.1. ENVIRONMENTAL PROTECTION IMPROVEMENT INITIATIVES 5 6 Faurecia is constantly seeking to limit the impact of its protection measures in 2009. These investments – some industrial activities on the natural habitat surrounding its sites, of which were necessary due to regulatory changes and 7 particularly in terms of the emission of hazardous substances compliance requirements – form part of the Group’s overall into the air and water and the generation of greenhouse gas capital expenditure plan which is reviewed on a six-monthly 8 emissions. With this aim in mind, in 2009 the Group continued basis and also includes expenditure on capacity, the use of new its strategy of putting in place pollution abatement equipment at technologies, quality initiatives and information systems. the end of its manufacturing processes or modifying processes 9 to limit the quantity and harmful effects of their emissions. The Group’s sites invested a total of €4.3 million in environmental 10

11 7.2.2. CERTIFICATION AND TRAINING

In line with the Group’s environmental policy, Faurecia’s sites sites with more than 50 employees are required to obtain this are gradually implementing environmental management certification within three years. systems based on the ISO 14001 standard within the overall As well as implementing ISO 14001 management systems, framework of the Faurecia Excellence System (FES). ISO 14001 Faurecia organizes environmental training and awareness- certification is often required by the Group’s customers. raising sessions for its employees. In 2009, over 13,000 hours The number of ISO 14001-certified sites rose once again in of environmental training were provided to 12,151 Group 2009, reaching 107 by the year-end. An additional 49 sites employees, representing an investment of €102,000. are currently putting in place a management system with the aim of achieving certification. New or recently consolidated

NUMBER OF ISO 14001-CERTIFIED SITES AND SITES WITH AN ISO 14001 CERTIFICATION PLAN OF ACTION

120 107 97 100 89

80 72 65

60 49 49 46

2005 2006 2007 2008 2009

Number of ISO 14001-certiﬁed sites Number of sites with an ISO 14001 certiﬁcation Action plan

Faurecia 2009 REGISTRATION DOCUMENT 63 Faurecia and the environment 7 Faurecia’s manufacturing sites and the environment

< CONTENTS > 1 NUMBER OF PERSONS TRAINED IN ENVIRONMENTAL ISSUES – NUMBER OF HOURS AND ASSOCIATED COSTS 2

3 16,000 250 14,000 4 200 12,000 5 10,000 150

8,000 6

100 6,000 7

4,000 50 8 2,000

0 0 9

10 Number of persons trained Number of hours 11 Cost (in € thousands)

7.2.3. ENVIRONMENTAL INDICATORS

Water consumption and wastewater Energy consumption and atmospheric discharges emissions

The Group’s estimated total water consumption for 2009 was The Group’s estimated total energy consumption for 2009 2.6 million cubic meters, representing a year-on-year decrease decreased by around 16% year-on-year to 1.426 million MWh, of 3% on top of the 3% reduction already recorded in 2008. The breaking down as follows: 34% natural gas, 61% electricity, 3% sources of water used by the Group’s plants break down as liquefied petroleum gas (LPG), and 2% fuel oil and steam. follows: 43% was drawn from municipal water networks, 43% Atmospheric emissions from energy consumption result mainly from surface waters and 14% from groundwater. from natural gas, LPG and fuel oils. The Group emitted a total

This water is mainly used for cooling purposes. Some 56% of of 112,857 metric tons of CO2 in 2009. Of the Group’s 189 sites the water consumed can be released directly into the natural surveyed, 133 are required to report self-monitoring data to the environment (of which 10% is treated on-site), while the local authorities on the quality of their atmospheric emissions. remainder is discharged to wastewater networks. Of the Group’s 189 sites surveyed, 93 are required to report self-monitoring data to the local authorities on the quality of their wastewater discharges.

64 Faurecia 2009 REGISTRATION DOCUMENT Faurecia and the environment Faurecia’s manufacturing sites and the environment 7

> < CONTENTS > 1 SOURCES OF ATMOSPHERIC EMISSIONS IN 2009 2

CO2 N2OCH4 SO2 NO2 Natural gas 98,918.10 4.33 6.93 0.96 103.94 3 Liqueﬁ ed petroleum gas 9,855.04 0.39 0.15 0.34 9.24 4 Low-sulfur industrial fuel oil (sulfur content ≈ 2%) 11.42 0.01 0 0.15 0.03 5 Very low-sulfur industrial fuel oil (sulfur content ≈ 1%) 451.28 0.01 0.02 2.89 0.98 6 Light fuel oil (sulfur content ≈ 0.3%) 3,620.43 0.07 0.07 4.60 4.83 Heavy industrial fuel oil (sulfur content ≈ 4%) 1.15 0 0 0.03 0 7

TOTAL IN METRIC TONS 112,857.41 4.81 7.17 8.97 119.03 8

Use of ground surfaces (watertight Other environmental indicators 10 surfaces and total surfaces) ENVIRONMENTAL PENALTIES AND DISPUTES 11 Faurecia sites occupy a total surface area of approximately 730 hectares worldwide, 67% of which is sealed against rainwater. In 2009, 15 of Faurecia’s sites received a total of 27 notices of violation or other notices for failure to comply with regulations, including eight concerning the environment and 19 relating to Waste generation working conditions and health and safety. The environment- related notices primarily concerned odor pollution or failures The Group generated 137,000 metric tons of waste in 2009 to respect the thresholds defined in operating permits. Health (including hazardous and non-hazardous waste and metals and safety notices related to issues such as failures to update waste not recycled internally). The total amount of waste risk prevention plans or workplace accident files. Certain of the produced decreased sharply during the year, down by about sites concerned were ordered to pay penalties which totaled 33% on 2008, primarily due to lower production levels at certain €2,100 for environmental cases and €2,000 for health and sites. A large portion of this waste consisted of metals (48,371 safety issues. metric tons), which are released into the metals recycling Five disputed cases are still underway worldwide for issues circuit. As regards other waste, 29% was recovered externally, relating to the environment and fourteen concerning health for energy or raw materials, 7% was eliminated in other ways and safety and working conditions. (incineration without energy recovery or physico-chemical or biological treatment) and 28% was landfilled.

Faurecia 2009 REGISTRATION DOCUMENT 65 < CONTENTS > 1

66 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 8 6 7

Corporate Governance 9

CONTENTS

8.1. BOARD OF DIRECTORS 68 8.2. EXECUTIVE COMMITTEE 90 8.1.1. Members, roles and responsibilities 8.2.1. Members of the Executive Committee 90 of the Board of Directors and internal control 68 8.2.2. Executive Committee compensation 91 8.1.2. Additional information on the members of the Board of Directors 79 8.1.3. Compensation received by the Chairman and Chief Executive Offi cer 87 8.1.4. Directors’ compensation 89

Faurecia 2009 REGISTRATION DOCUMENT 67 Corporate Governance 8 Board of Directors

< CONTENTS > 1 8.1. Board of Directors 2 3

8.1.1. MEMBERS, ROLES AND RESPONSIBILITIES OF THE BOARD 4 OF DIRECTORS AND INTERNAL CONTROL 5

6 Report by the Chairman of the Board 1. Preparing and organizing of Directors prepared in accordance the work of the Board of Directors 7 with Article L. 225-37 of the French Commercial Code A. MEMBERS OF THE BOARD OF DIRECTORS 8

This report, prepared by the Chairman of the Board of Directors, In accordance with the applicable legal and regulatory presents the membership structure of the Board of Directors requirements and the Company’s bylaws, the Board of Directors 9 and the way in which the work of the Board of Directors was comprises at least three and no more than fifteen members prepared and organized in 2009, as well as the internal control elected by shareholders in a General Meeting. They are appointed 10 and risk management procedures implemented within the for six-year terms rather than the four years recommended Group. This report also indicates the restrictions imposed by in the Corporate Governance Code as the Board feels that 11 the Board of Directors on the powers of the Chief Executive this period more closely reflects the average production and Officer and sets out (i) the principles and rules adopted by the marketing cycles for automakers’ vehicle ranges. Board of Directors to determine the compensation and benefits The Board’s membership structure changed significantly granted to corporate officers, (ii) the procedures for attending during 2009, notably due to Faurecia’s acquisition of Emcon Shareholders’ Meetings and (iii) factors that may impact a Technologies which was announced on November 2, 2009, public tender offer. as well as the fact that Jean-Louis Gérondeau sadly passed It was prepared in accordance with (i) French Act no. 2008-649 away on November 22, 2009. Following the changes approved of July 3, 2008 which amended various provisions of French at the Shareholders’ Meeting of February 8, 2010 the Board of corporate law to align them with European Community law and Directors now has eleven members. Four of these members (ii) the AFEP-MEDEF Corporate Governance Code applicable are considered to be independent within the meaning of the to listed companies which the Board of Directors has adopted Corporate Governance Code: Jean-Pierre Clamadieu, Frank as its reference framework for defining and implementing the Esser, Ross McInnes and Éric Bourdais de Charbonnière. Group’s corporate governance rules (hereinafter referred to Consequently, as recommended in the Corporate Governance as the “Corporate Governance Code”). The English language Code, more than one third of the Board’s members are version of this Code can be viewed on the website of the independent directors. Five directors – Philippe Varin, Thierry European Corporate Governance Institute at http://www.ecgi. Peugeot, Robert Peugeot, Frédéric Saint-Geours and Jean- org/codes/documents/afep_medef_code_dec2008_en.pdf. Claude Hanus – hold executive management or supervisory positions within Peugeot SA, Faurecia’s majority shareholder This report was approved by Faurecia’s Board of Directors at which owns 57.43% of the Company’s capital. Lee Gardner, its February 8, 2010 meeting and was sent to the AMF at the who is also a Board member, holds an executive position within same time as this Registration Document. It can be viewed on One Equity Partners, a JP Morgan Chase subsidiary which is Faurecia’s corporate website at the following address: http:// Faurecia’s second largest shareholder. Lastly, Yann Delabrière www.faurecia.com/shareholders-investors/pages/AMF- has been Faurecia’s Chairman and Chief Executive Officer since regulated-information.aspx February 16, 2007. The Board considers that its membership adequately reflects the proportionate ownership interest of its major shareholders. At the Shareholders’ Meeting of May 26, 2010, the Board will recommend the election of another independent director (see section 11), which will increase the number of Board members to twelve and the number of independent directors to five.

68 Faurecia 2009 REGISTRATION DOCUMENT Corporate Governance Board of Directors 8

> < CONTENTS > 1 The members of the Board bring together a range of premier The internal rules of the Board of Directors – which may be quality managerial, industrial and financial skills. Faurecia’s consulted by shareholders at the Company’s headquarters or 2 directors come from a broad spectrum of professional on Faurecia’s corporate website at www.faurecia.com – govern backgrounds, including not only the automotive industry but how the work of the Board is organized. They describe the 3 also business sectors that differ from Faurecia’s. They enhance Board’s modus operandi and its role in the management of the the work and discussions of the Board and its committees Company and the Group as carried out in accordance with the through their diverse capabilities and the expert input they can law and the Company’s bylaws. They also specify the rights 4 give both from an international perspective as well as in terms and responsibilities of Board members, particularly regarding of their specific experience in finance, manufacturing and the prevention of conflicts of interest, the holding of multiple 5 management. They act in the best interests of all shareholders directorships and the need for strict confidentiality as well as and are fully involved in defining Faurecia’s corporate strategy diligence in taking part in the Board’s work. In addition they 6 so that they can actively contribute to and support the decisions set out rules governing transactions involving the Company’s of the Board. shares, as recommended by the Autorité des Marchés Financiers. 7 Apart from the Chairman and Chief Executive Officer, no member The Board of Directors decides which type of management of the Board of Directors holds an executive management or structure the Company applies. The Company’s management salaried position within a Group company. may be placed under the responsibility of either the Chairman 8 of the Board of Directors or another person appointed by the Details of the directorships and other positions held by all of Board who holds the title of Chief Executive Officer. Since the Faurecia’s directors, as well as further information on each 9 Board meeting of September 8, 2006, the positions of Chairman Board member are provided in section 8.1.2 of this Registration and Chief Executive Officer have been combined. The Board of Document. 10 Directors confirmed this management structure at its meeting of February 16, 2007. B. ROLES AND RESPONSIBILITIES OF THE BOARD 11 OF DIRECTORS Following the changes to the Board’s membership structure in 2009 and early 2010, at its December 17, 2009 meeting, as The Board of Directors determines the overall business, an exceptional measure the directors decided to postpone until financial and economic strategies of the Company and the 2010 its self-assessment procedure concerning the Board’s Group and oversees their implementation. Except for the membership structure and operating procedures. powers directly vested in shareholders, and within the scope of the corporate purpose, at the Chairman’s initiative the Board C. REPORT ON THE BOARD’S WORK IN 2009 deals with all matters concerning the efficient running of the Company and is responsible for making all related decisions, The Board of Directors met eight times in 2009 with an average particularly for strategic issues concerning the Company and attendance rate of 83.85%. the Group. At each of its meetings in 2009, the Board was informed of the In order for it to be able to properly exercise its functions the Group’s operating results and sales and earnings outlook. The Board of Directors has included the following requirements in budgets for 2009 (as revised at the end of the first-half) and its internal rules: 2010 were presented at the Board meetings of July 20, 2009 and December 17, 2009 respectively. The Board examined (i) the Chairman, assisted by the Board Secretary, shall be and approved (i) the 2008 parent company and consolidated responsible for sending any useful information to the other financial statements, at its meeting of February 9, 2009; and Board members; (ii) the 2009 consolidated interim financial statements, at its (ii) where items on the agenda at a Board or Committee July 20, 2009 meeting. meeting require specific analysis or review, information One of the Board’s priorities in 2009 was the Group’s financing and/or documentation on the issues concerned shall be structure. Consequently, during the year it reviewed and provided on a timely basis prior to the meeting; approved the renegotiation of Faurecia’s bank borrowing (iii) the Board shall be regularly informed of any significant facilities, the launch of a rights issue and the issuance of events affecting the Company’s affairs; convertible bonds in October 2009. Throughout the year the Board also (i) reviewed the Group’s new strategic objectives (iv) at its meetings on February 2 and March 9, 2009 the Board based on economic trends and developments, and (ii) examined of Directors amended its internal rules in order to authorize and approved the completion of strategic transactions, notably directors to participate in Board meetings by video- or the acquisitions of Emcon and Plastal. teleconference on an exceptional basis, provided that at least four directors – including the Chairman – attend the At its meeting on February 9, 2009 the Board discussed the meeting in person at the venue specified in the notice of plan to carry out a rights issue, and approved the amount of meeting. The reasoning behind this amendment was to compensation payable to the Chairman as well as a stock facilitate attendance at meetings as well as the decision- option plan to be set up for the Group’s executives and other making process. managers.

Faurecia 2009 REGISTRATION DOCUMENT 69 Corporate Governance 8 Board of Directors

< CONTENTS > 1 On March 2, 2009 the Board discussed the Group’s financing, At its meeting held on January 26, 2009 the Committee approved the 2008 Registration Document and called the (i) examined the compensation payable to the Chairman of the 2 Annual Shareholders’ Meeting. Board, together with the factors taken into account to determine the variable portion of his compensation, (ii) assessed the The April 9, 2009 meeting was dedicated to a strategic review 3 membership structure and the operating procedures of the of the Group’s operations. Board, and (iii) reviewed whether any stock options should On April 23, 2009 the Board decided to carry out the above- be granted during the year. The Committee’s meeting on 4 mentioned rights issue with pre-emptive subscription rights for July 20 2009 was dedicated to (i) reviewing the evaluations existing shareholders and it set the terms and conditions of the of executive officers, (ii) examining the medium-term 5 issue. At the same meeting the Board used the authorization performance incentives for key managers and (iii) selecting granted at the Ordinary and Extraordinary Shareholders’ a Board nominee to replace Isabel Marey-Semper who had 6 Meeting of April 23, 2009 to approve the Chairman’s signature announced she was stepping down from her position as a of a liquidity agreement. director. At its November 27, 2009 meeting the Appointments and Compensation Committee discussed (i) the creation of 7 On July 20, 2009 the Board was given a presentation of the another Board committee – the Strategy Committee – and that Group’s medium-term business plan as well as a strategic Committee’s internal rules, (ii) amendments to the Board of analysis of the various businesses. At the same meeting the 8 Directors’ internal rules, (iii) directors’ compensation, (iv) the Board authorized the Chairman to enter into negotiations with membership structure of the Board, and (v) an analysis of a One Equity Partner concerning the acquisition of Emcon. 9 medium-term incentive plan for Faurecia’s executive directors. The September 3, 2009 Board meeting was devoted to Lastly, at its December 8, 2009 meeting the Committee approving the acquisition of Emcon Technologies LLC. continued its analysis of directors’ compensation and finalized 10 On October 15, 2009 the Board (i) approved a public issue, the draft medium-term incentive plan. without pre-emptive subscription rights or a priority 11 subscription period, of convertible bonds maturing in E. THE AUDIT COMMITTEE January 2015, and (ii) authorized the Chairman to complete the The responsibilities of the Audit Committee were revised acquisition of Plastal. during the Committee meeting held on February 6, 2009 and Lastly, at its December 17, 2009 meeting, the Board (i) adopted the Board meeting of February 9, 2009 in line with the F rench the 2010 budget, (ii) examined the Group’s financing structure, governmental order dated December 8, 2008 on statutory the performance of the Board and the Group’s strategy, audits. The Audit Committee’s role is to conduct an in-depth (iii) called a Shareholders’ Meeting to be held primarily for review of the interim and annual financial statements, the the purpose of approving the asset transfer for the Emcon Group’s most significant financial transactions and its reporting acquisition, and (iv) adopted the internal rules of the Strategy schedules. It also monitors off-balance sheet commitments Committee whose framework had been approved by the Board and factors that enable the Group’s risks to be assessed. It is on October 15, 2009. responsible for preparing the Board meetings held to review the interim and annual financial statements and for informing D. THE APPOINTMENTS AND COMPENSATION the Board on these subjects. For that purpose, it reviews the COMMITTEE financial statements before they are submitted to the Board and issues an opinion on: The role of the Appointments and Compensation Committee c is to prepare matters for the Board’s discussion, notably the application and relevance of the accounting policies and regarding (i) the selection and appointment of new directors, methods used, as well as its review of material risks; (ii) corporate officers’ compensation, (iii) setting the terms and c the appointment, fees and audit program of the Statutory performance conditions applicable to stock option and share Auditors and issues relating to their independence. grant plans for corporate officers, and (iv) the periodic review In addition, the Committee ensures that (i) senior management of directors’ compensation. and the Statutory Auditors formally approve accounting The Appointments and Compensation Committee met four policies that have a significant impact on the presentation of times in 2009 with an average attendance rate of 91.66%. the financial statements and that these accounting policies are Up until February 8, 2010, the Committee’s members were presented to the Board of Directors; (ii) senior management Philippe Varin (Chairman), Jean-Pierre Clamadieu and Jean- explains and substantiates to the Board the main accounting Claude Hanus. Since then, the Committee’s members have options that are selected and that the Statutory Auditors review been Jean-Pierre Clamadieu (Chairman), Frank Esser and these options; and (iii) the Statutory Auditors have access to all Jean-Claude Hanus. The Committee currently includes two the information they require for performing their duties and are independent directors, one of whom is its Chairman. given the means to relay any significant observations.

70 Faurecia 2009 REGISTRATION DOCUMENT Corporate Governance Board of Directors 8

> < CONTENTS > 1 The Audit Committee also monitors the effectiveness of The Strategy Committee’s role is to prepare the matters to be internal control systems and is given a presentation by the discussed by the Board relating to the Group’s main strategic 2 Head of Internal Audit once a year on this issue. objectives. To this end, it issues proposals, opinions and recommendations on: The Audit Committee met four times in 2009 with an average 3 attendance rate of 85.41%. Its membership structure was c the Group’s strategic and medium-term plans; changed during 2009 and at the year-end the Committee c plans to acquire new businesses, including acquisitions of 4 comprised Ross McInnes (Chairman) and Frédéric Saint-Geours. both assets and companies; On February 8, 2010, Éric Bourdais de Charbonnière joined the Audit Committee, thereby restoring the number of independent c plans to dispose of assets, companies or equity interests 5 directors to two-thirds of the Committee members as belonging to the Group; recommended in the AFEP-MEDEF Corporate Governance Code. c plans to set up joint ventures with partners. 6 The main aims of the Audit Committee meeting held on Effective from February 8, 2010 the members of the Strategy February 6, 2009 were to (i) prepare and examine the 2008 7 Committee are Philippe Varin (Chairman), Lee Gardner and financial statements of the Company and the Group, (ii) review Yann Delabrière. the Group’s cash position and bank covenants, and (iii) amend 8 the Audit Committee’s internal rules to ensure compliance G. CORPORATE OFFICERS’ COMPENSATION with the French Governmental Order dated December 8, 9 2008. The April 8, 2009 Audit Committee meeting was devoted Details relating to corporate officers’ fixed and variable to a presentation of work carried out by the Internal Audit compensation and benefits in kind, together with the criteria department, as well as discussing the implementation of for setting these amounts and comparisons with compensation 10 the Group’s ERP system and the organizational structure of paid in previous years are provided in sections 8.1.3 and 8.1.4 the Group Finance Department. At its July 20, 2009 meeting of this Registration Document. 11 the Audit Committee examined the 2009 interim financial statements and reviewed the Group’s cash position and In addition, Faurecia issued a press release on December 19, goodwill valuations. Lastly, the December 17, 2009 Audit 2008 stating that the Board of Directors considered that the Committee meeting focused on the accounting options used Company’s corporate governance policy was in line with the for the 2009 financial statements and a presentation given recommendations issued by the AFEP-MEDEF in October 2008 by the Statutory Auditors on their work carried out during the on the compensation of executive corporate officers of listed year. At each of its meetings the Committee members reviewed companies and that most of these recommendations had Faurecia’s cash position and bank covenants. already been implemented. At its December 17, 2009 meeting the Board reviewed its share grant plans and decided that any During its meetings in 2009 the Audit Committee was also shares granted to the Chairman will henceforth be subject to given presentations by the Chief Financial Officer and the performance conditions. Consequently all of the AFEP-MEDEF heads of the Accounting and Tax departments. recommendations have now been applied. The Committee also met with the Statutory Auditors who gave the Committee members their observations. H. FACTORS THAT MAY IMPACT A PUBLIC TENDER OFFER The Chairman of the Committee submitted reports on the Committee’s work to the Board of Directors on February 9, The disclosures required under Article L. 225-100-3 of the April 9, July 20 and December 17, 2009. French Commercial Code are provided in sections 8.1.3-8.1.4, 8.1.1, 10.2.2, 10.3.2 and 10.3.2.2 of this Registration Document. F. THE STRATEGY COMMITTEE I. CONDITIONS FOR ATTENDING SHAREHOLDERS’ Following Faurecia’s announcement on November 2, 2009 MEETINGS concerning the acquisition of Emcon Technologies, on October 15, 2009 the Board decided on the creation of a The specific conditions for attending Shareholders’ Meetings Strategy Committee. The internal rules of this new Committee are described in Articles 17 and 18 of the Company’s bylaws were adopted by the Board on December 17, 2009. available (in French only) on the Company’s website at www. faurecia.com, as well as in section 10.3.2.1 below. The Strategy Committee must have at least three members. The Chairman of the Board of Directors is automatically a member of the Strategy Committee as is the Chief Executive Officer, provided he is a director.

Faurecia 2009 REGISTRATION DOCUMENT 71 Corporate Governance 8 Board of Directors

< CONTENTS > 1 2. Internal control and risk The summarized information provided in this report on Faurecia’s internal control procedures is focused on the main 2 management procedures set up areas that could have an impact on the financial and accounting by the Faurecia Group information published by the Group. 3

A. INTERNAL CONTROL: DEFINITION AND AIMS C. RISK ANALYSIS AND RISK MANAGEMENT 4 PROCEDURES The Group uses the definition of internal control set out in the Reference Framework issued by the AMF, as amended by The Group’s objectives are set by the Board of Directors. They 5 the findings of the AMF’s Small and Mid Caps Working Group relate not only to financial performance but also to areas in which the Group aims to achieve a particular level of excellence, issued on January 9, 2008. This definition is very similar to that 6 previously used by Faurecia. such as human resources management, quality, innovation, working conditions and environmental performance. The AMF Reference Framework states that internal control 7 comprises a set of resources, patterns of conduct, procedures The Group also carefully tracks that its operating risks are and actions adapted to the individual characteristics of each properly managed. These risks are classified into ten main company which: categories: personal safety, quality, program management, 8 financial risks, information systems, purchasing, asset c contributes to the control over its activities, to the efficiency of protection (fire risks), reliability of financial information, fraud, 9 its operations and to the efficient utilization of its resources; and the environment. and Operations managers are responsible for identifying and c 10 enables it to take into consideration, in an appropriate controlling the risks of their entity. manner, all major risks, be they operational, financial or compliance. The Company has undertaken a risk review and considers 11 that it is not exposed to any material risks other than those The underlying aim of internal control is to ensure that: described in section 3.5 of this Registration Document. c laws and regulations are complied with; c the instructions and directional guidelines fixed by the Board D. PARTICIPANTS AND ORGANIZATION OF INTERNAL of Directors are applied; CONTROL PROCEDURES c the Company’s internal processes are functioning correctly, Internal control processes are implemented by both senior particularly those implicating the security of its assets; management and all of the Group’s other employees on a daily basis. c financial information is reliable. The main participants in the internal control system are as However, internal control cannot provide an absolute guarantee follows: that a company’s objectives will be met as any internal control c system has inherent limitations. These limitations are due the Board of Directors, which is responsible for determining to several factors, notably the uncertainties in the outside Faurecia’s overall strategic vision and the strategy of its core world, the exercise of people’s judgment or the cost/benefit businesses, and for overseeing their implementation; relationship of setting up new controls. c the Audit Committee, described earlier in this report, whose In its capacity as the Group’s parent company, Faurecia S.A. responsibilities are set by the Board of Directors and which verifies that internal control procedures have been set up plays a vital role in the performance of internal controls and within its subsidiaries. These procedures are adapted to the the monitoring of existing procedures; specific characteristics of the subsidiaries and to relations c the Group Executive Committee, which orchestrates the between the parent company and the companies included in Group’s strategy, allocates the resources required to the scope of consolidation. implement this strategy, sets the objectives for all Group entities and verifies that these objectives are met; B. REFERENCE FRAMEWORK USED BY FAURECIA c monthly operations committee meetings are held between The Faurecia Group has set itself the objective of having an Group senior management and the executive team of each internal control system that complies with the AMF’s Reference business in order to review management indicators. This Framework and application guide. This objective applies to Committee particularly focuses on the various key aspects (i) processes relating to the preparation of accounting and of development programs relating to quality, financial financial information intended for publication and (ii) the performance and respecting deadlines; general organization of the Group’s operating divisions and the c the Financing and Treasury department, the Financial risk management procedures set up by the Company. Control department, the Quality department, the Legal The Group’s internal control system is designed based on Affairs department and the Country Financial departments, Faurecia’s operating and legal structure and concerns all fully which all play a specific role in the internal control process consolidated subsidiaries. on account of their cross-functional skills;

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> < CONTENTS > 1 c the Internal Audit department which (i) reviews the internal c assessing fire risks and any potential impact on control system and any changes to the related processes; production and customers; 2 (ii) ensures that the Group’s procedures comply with the c assessing whether the prevention and protection applicable legislation and market recommendations; measures in place are adequate; 3 (iii) verifies that the system as a whole is complete, consistent and relevant; (iv) sets up and monitors tests and checks; (v) c issuing recommendations on reducing risks. ensures that action plans are properly implemented; and 4 (vi) reports on the system’s effectiveness. E. DESCRIPTION OF INTERNAL CONTROL The Internal Audit department reports directly to the Group’s PROCEDURES 5 Finance department. Its work is approved and supervised by the The Group’s internal control system is underpinned by a Chairman of the Board and the Audit Committee. The role of the set of procedures that can be accessed by all employees 6 Internal Audit department is to ensure continuous improvement via the intranet. These procedures form part of the Faurecia in the effectiveness of all systems of internal financial control, by Excellence System (FES) which defines the way in which the 7 applying a systematic and methodical approach. It is authorized Group’s employees work across the globe and structures the to take action where required in relation to any Group process Group’s identity. throughout the world. It conducts its assignments in a wholly 8 objective manner and systematically supports its findings The related FES Core Procedures (FCP) are organized around with precise facts and figures that have been duly verified. the following six processes: 9 All of the Internal Audit department’s work is made available c leadership, which sets a common framework for all Group to Group senior management, to which it reports regularly on entities in relation to issues such as financial control, setting 10 the progress of its assignments and the measures taken to objectives, drawing up strategic plans, quality policies, reach its objectives. It also presents its audit plan, as well as communication and health and safety; the reports it has drawn up – including a self-assessment of its 11 c performance – to the Group Executive Committee twice a year, development, which includes the applicable procedures for and to the Audit Committee once a year. defining the Group’s product offering, innovation strategy and program control measures; In 2004, the department drew up an Internal Audit Charter c which defines its roles and remit, as well as the purpose and production, corresponding to the various production process methods of its assignments. stages within the Group’s plants: preparing for the start- up of new programs or units; planning and controlling the The work of the Group’s internal departments is rounded out by production process; and managing flows; the actions of external parties, including: c customer relations, which details the process for building c the Group’s Statutory Auditors, who perform an audit of up customer relations and ensuring customer satisfaction the Group every year within the scope of their statutory through competitively priced high-quality products and audit engagement on the Group’s consolidated financial services; statements and other audit engagements regarding the c financial statements of Group entities. In accordance supplier relations, covering processes set up with the Group’s with French company law, the financial statements of the suppliers with a view to building a sustainable relationship Company and the Group are certified by two audit firms based on excellence; which undertake a joint review of the full accounts and c employee empowerment, encompassing human resource the procedures used for preparing them and also examine policies. certain Group internal control processes concerning the preparation of accounting and financial information. Backed These procedures are developed by each Group function by members of their networks in each of the Group’s host while respecting a common general framework, and apply to countries, these two audit firms perform statutory or all Faurecia entities throughout the world. They are regularly contractual audit engagements for all of the Group’s fully updated and enhanced. In late September 2009, the Group consolidated companies; launched an FES intranet portal which was extremely well received by users. c third-party organizations which carry out the following certification processes for the whole Group over a three-year An annual audit is carried out by the Group at each plant to cycle: ensure that the FES is correctly implemented. Following these audits each site is given a rating of Insufficient, Acceptable, c environment (ISO 14001), Excellent or Benchmark. Where a site is rated Insufficient it is c quality (ISO/TS); required to prepare a remedial action plan, which is presented directly to Faurecia’s Chairman, with a view to reaching an c engineers from fire and property & casualty insurance Acceptable level within a maximum period of three months. companies which conduct a two-yearly audit at each of Faurecia’s sites with the aim of:

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< CONTENTS > 1 Program control measures are subject to specific procedures the Code introduced a whistle-blowing procedure enabling in light of the Group’s core business of designing and employees to notify Faurecia, in confidence, of any breaches of 2 manufacturing parts, sub-assemblies and modules for the the law or Group procedures. A reinforced warning procedure automotive industry. Each contract signed with a customer has also been set up relating to incidents involving serious risks 3 represents a program and corresponds to a project which: for Faurecia in the areas of accounting, financial audit and anti- corruption measures. An external organization is responsible c responds to a specific request from an automaker (“Request for handling the initial process triggered by the warning 4 for Quotation” or RFQ) for the supply of complex automotive procedure and can alert the Group Chairman and CEO if it equipment; deems it necessary, who can then request the Group’s Internal 5 c meets set objectives concerning quality, cost and lead times; Audit department to perform the requisite investigations. The Code of Ethics has been widely relayed throughout the Group c meets the Group’s profitability criteria. 6 – notably via intranet – so that all employees can access it and The life of a program can stretch to ten years, from the comply with it at all times and in all circumstances. At the same beginning of the development phase (including the order- time, it is aimed at developing a sense of accountability and 7 placing phase and start-up of industrial production) to the end involvement among the Group’s staff. of series life (production). 8 Various control tools and procedures are used throughout the F. INTERNAL CONTROL PROCEDURES RELATING life of a program which is precisely structured into successive TO QUALITY RISK MANAGEMENT 9 stages through the Group’s Program Management System Quality risks are measured based on precise indicators and are (PMS). Each program involves various milestones from the detailed in both monthly reports and continuous improvement 10 bid processing stage to the end of product life. As part of this plans. A specific Group-wide monitoring system has been control system, program reviews are carried out once a month put in place to trigger warnings if any safety or regulatory by the Business Group concerned. Formal reports of these 11 requirements are breached and corrective measures are reviews are required and a certain number of documents subsequently taken. Each safety warning is systematically must be submitted, including the Business Plan. This process followed up by a quality audit in the subsequent month. The is designed to identify program risks on an ongoing basis, in objective for 2010 is once again to ensure that there are no order to draw up and implement the necessary action plans. safety or regulatory warnings triggered with an impact on Right from its inception – i.e. during the filing of the bid – each customers. program is subject to a forward-looking financial analysis in the The rollout of the Breakthrough Quality Plan launched in form of a Business Plan (BP). BPs are prepared in accordance October 2006 has enabled the Group to significantly improve its with a standard method developed and monitored by Group management of quality and program risks. The plan is based management. The BP is regularly updated as assumptions on seven straightforward practical rules, including QRQC (Quick change, and it contains all the information required to assess Response on Quality Control) – an approach designed to correct a program at every stage, right from preparing the quotation, development and production problems rapidly and which must through contract negotiations and the development phase. be carefully and strictly applied by each employee. In order to enhance the efficiency and effectiveness of its The risk prevention and protection system is based on: programs the Group has launched a program management excellence plan which covers methodology, quality, profitability c daily on-site reviews as well as audits conducted by the and the individual career development of program managers. Quality department. These audits are regularly performed The aim of this plan is ensure that development procedures for all of the Group’s sites and programs and the ensuing are strictly applied and that deadlines are met, right from the recommendations are systematically monitored. Priority business acquisition phase through to series production. As action is taken for sites and programs that are deemed to part of the plan the Group monitors progress indicators on be critical; a monthly basis. An audit process has been set up to ensure c a highly practical quality validation review system for critical the plan is complied with and to identify and standardize best program phases; practices for program teams. c a training plan for all players involved in the program Code of Ethics development phase; The Faurecia Group is deeply committed to respecting the c the measurement of programs for the first six months fundamental principles of accountability, integrity and ethical following the start of series production, based on precise conduct. The Group’s Code of Ethics form an integral part of the criteria and leading to immediate corrective action where FCPs. It defines the general rules on ethical behavior applicable required; on a day-to-day basis to all of Faurecia’s employees in their c a structured process for reporting information up to relations both inside and outside the Group, as well as to the management as well as a management support system; Group’s partners. The Code also describes how the Group seeks to implement its core values of respecting customers, c quality audits designed to cover all Group sites and programs shareholders, the people it works with and the environment. on a rotating basis. In addition to strengthening the measures already in place,

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> < CONTENTS > 1 G. INTERNAL CONTROL PROCEDURES RELATING deferred taxes, a balance sheet, a cash flow statement, and a TO THE PREPARATION AND PROCESSING statement of commitments and contingent liabilities. 2 OF ACCOUNTING AND FINANCIAL INFORMATION Inter-company transactions are entered monthly using the ICS software. 3 Principles applied to the preparation of fi nancial statements The Finance Department also uses (i) short- and medium- term forecasts to verify the value of cash-generating units; 4 The Board of Directors is collectively responsible for publishing (ii) actuarial reports to assess pension and other employee reliable financial and accounting information. To achieve this benefit obligations; and (iii) fair-value measurements of objective Group senior management relies on input from the 5 derivatives confirmed by the Group’s banking counterparties. Accounting, Consolidation, Financial Control and Financial Communications departments. In each subsidiary, the head of accounting and the financial 6 controller have access to all the information they require in The Accounting Department prepares monthly consolidated order to draw up accurate financial statements in compliance financial statements and the interim and annual financial 7 with local GAAP for the statutory accounts and with the Group’s information that is issued publicly. It ensures that local financial accounting policies for reporting purposes. managers prepare the financial statements of subsidiaries in 8 accordance with applicable regulations, defines the Group’s At every interim and annual close the heads of all subsidiaries accounting policies under IFRS, and verifies that these policies are required to prepare an IFRS/local GAAP reconciliation for are applied correctly by all subsidiaries. It also prepares the equity and income and expenses. 9 financial statements of Faurecia S.A. Every month instructions are sent to the accountants and 10 The internal control procedures required for producing reliable financial controllers specifying the closing procedures to accounting information are put in place at a local level and be followed. In addition, training sessions on the BO Finance primarily comprise physical inventories, segregation of tasks systems are regularly provided to newly recruited accounting 11 and reconciliations with independent information sources. and financial staff. The following principles are implemented across the Group The preparation of monthly reporting packages requires each regarding the preparation of financial statements: entity to ensure it has the appropriate resources to draw up quality information. c ensuring that information about transactions is complete; c ensuring that transactions comply with the applicable Off -balance sheet commitments accounting principles; Off-balance sheet commitments are handled in accordance c periodically reviewing the value of assets. with a specific identification and valuation process. Ensuring consistency between financial reporting tools and Each commitment is tracked by nature. Currency and interest- the Group’s operating systems is vital for the preparation of rate risks, as well as inter-company financing in foreign reliable financial and accounting information. The volume currencies, are managed at Group level under the supervision of information involved, the quality and integrity required to of the Group Finance department. Foreign currency hedges are process the information and ever-tighter financial reporting set up where required. Any sureties or guarantees granted by deadlines – enabling management to respond quickly and Faurecia S.A. are issued and monitored at Group level. to efficiently control operations – require the use of effective information systems. The major systems upgrade program Identifi cation and analysis of risks impacting that began in July 2008 at sites in France was rolled out to accounting and fi nancial information Europe, Asia and South America in 2009 and will gradually be The preparation of full monthly financial statements greatly extended to all of the Group’s sites. reduces risks at interim and annual closes, particularly The Group’s financial statements are prepared using regarding meeting financial reporting deadlines. Any problems information provided by each subsidiary and integrated into are anticipated, inter-company accounts are reconciled the BO Finance reporting and consolidation system. The each month, specific transactions are accounted for without accounting data submitted by each subsidiary are prepared in waiting for the yearly close, and tax calculations are regularly accordance with the Group’s accounting policies, which since substantiated. 2004 comply with IFRS as adopted by the European Union. By preparing and reviewing monthly financial statements and An IFRS accounting manual is included in the Faurecia Core reconciling them with the budget each entity can detect any Procedures system, which can be accessed via the intranet. anomalies in the accounts, such as in relation to inventories or Each subsidiary’s accounting information comprises income cash flows. Implemented in tandem with specific procedures, statements prepared by nature and by function, as well as a this process is intended to reduce the risk of errors and fraud. breakdown by business segment, an analysis of current and

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< CONTENTS > 1 Hard close procedure Financial reporting processes 2 A hard close is carried out at October 31 each year aimed at The Group’s financial reporting processes are aimed at anticipating, evaluating and validating the main accounting providing systems for informing and steering the Group and options for the yearly close. Similarly a hard close is carried out ensuring maximum responsiveness to any risks that may 3 in May for the interim financial statements at June 30. arise. A “reporting glossary” describes the content of all reporting data and procedures explain how reporting should 4 Accounting and ﬁ nancial control tools be carried out. The Group has drawn up procedures for preparing and Since 2004, the Group has used the BO Finance consolidation 5 processing financial and accounting information. These system for its monthly reporting process. This tool provides for procedures comply with applicable accounting principles and the reporting of both financial information (income statement 6 standards and, like all the other internal control procedures, and balance sheet data) and non-financial information (such as are available on the Company’s intranet. The following figure indicators relating to quality, production, purchasing, safety and among the most important Group procedures: human resources). 7 c a capital expenditure authorization procedure, aimed at The level of control over the process for consolidating results at determining capital spending criteria and designating Group level has been reinforced by applying blocking controls 8 authorized signatories who can commit the Company for upstream in reporting schedules, and intermediate controls for amounts up to pre-defined thresholds; the reporting system. 9 c an authorization procedure for capital increases, capital Monthly reporting data include estimated sales and operating injections, acquisitions of shareholdings and inter-company profit for each business unit within three days of the month-end, 10 loans; and definitive data five days after the month-end prepared in accordance with the Group’s accounting policies. Every month, c a procedure for drafting Program Business Plans; 11 the Operations Committee reviews the operating performance c a procedure relating to the acquisition of new programs; and action plans of each Group business. c a procedure for consolidating the financial statements. Medium-term plan and the budget Since 2008 the Group has been gradually reorganizing Faurecia’s budget is drawn up on an annual basis and updated its financial services with the overall aim of segregating half-yearly. “accounting” functions from “financial control” functions and creating shared accounting services centers for each country, The Group Finance Department provides the economic and with these centers reporting to the Finance Director of the financial assumptions to be used in the budget, and sets specific country concerned. Under this new organizational structure objectives for each operating unit. The budget is then tailored the Group Finance Department is responsible for drawing up to each plant, R&D center and administrative center. Finally, it accounting and financial rules and procedures as well as for is converted to monthly periods using standard schedules, and consolidation processes, audits and managing the Group’s then consolidated. cash position and financing. In order to effectively anticipate short-term changes and The underlying aim of this new structure is to gradually improve responsiveness, the monthly reporting package strengthen the roles and responsibilities of the accounting includes a rolling three-month forecast (current and function and enhance internal control and reporting processes, subsequent quarters) for the income statement and cash flow as well as to increase the effectiveness of information statement. systems and reinforce financial controls relating to programs. As Faurecia’s contracts span several years, the Group needs In addition, it is intended to help build the skill sets of the a medium-term overview of its financial position in order to employees involved and boost their motivation as their tasks effectively manage risks. To this end, the Group draws up a five- will be more interesting and rewarding than previously. year plan (known as the medium-term plan) each year in which the program-related dimension plays an essential part. This plan makes it possible to clarify the Group’s outlook in terms of profitability and required resources. It is consolidated on the same basis as the monthly reporting process, by applying the same stringent procedures, and is used to define the targets set in the budget.

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> < CONTENTS > 1 Financial press releases, annual report c the recommendations sent by the Internal Audit department and Registration Document to the audited sites are followed up on an ongoing basis, 2 based on (i) a questionnaire sent three, six, and twelve months The Group’s Finance and Communications departments are after the internal audit report is issued; (ii) monitoring by responsible for drawing up and relaying all of the Group’s 3 the Operations Committee; and (iii) a post audit of the site if financial information to the financial markets. Financial deemed necessary; communication is transmitted through two main vehicles: 4 c in addition, by upgrading its information systems based c the Annual Report/Registration Document; and on SAP architecture the Group has created standardized, c financial press releases. reliable and up-to-the-minute tools that correspond to 5 Faurecia’s standards and procedures and which will be Preparation of the Annual Report/Registration Document is gradually rolled out across the Group. All of the systems coordinated by the Legal Affairs department. A wide number of 6 at the pilot sites went live during the year and the first people who are experts in their field contribute to the process, four rollouts were subsequently launched with the related ensuring that the document contains in-depth, high-quality and 7 systems going live in June and July 2009. broad-ranging information. The Registration Document is then reviewed and approved by the Board of Directors before it is 8 published. 3. Restrictions placed by the Board Financial press releases are systematically reviewed by the 9 Finance department, and results announcements are also of Directors on the powers reviewed by the Board of Directors. of the Chairman and Chief 10 Executive Offi cer H. MAIN DEVELOPMENTS The Board of Directors has entrusted its Chairman with 11 During the year the Group continued to develop its risk responsibility for the Company’s general management. The assessment policy and enhance its internal control procedures: Board’s internal rules, which are available (in French only) c it pursued its rollout of the standards and procedures on the Company’s website at www.faurecia.fr, specify the applicable under the Faurecia Excellence System, notably terms and conditions of performance of the Board’s own by regularly performing audits and using self-assessment responsibilities as well as the duties of the Chairman. These questionnaires enabling each site to appraise whether it rules also state that the Board should be consulted on all complies with these standards; Company and Group strategic decisions at the Chairman’s initiative. At its meeting of July 20, 2009, the Board of Directors c the risk mapping process that is currently underway enabled authorized the Chairman and Chief Executive Officer to give the Group to identify ten significant categories of Group- endorsements or guarantees subject to an overall ceiling of wide risks. The Board ensured that based on the analysis €50 million, with a limit of €10 million per transaction. If the performed there was reasonable assurance that the identified Group is required to provide advance payment guarantees or risks are controlled. The current objective is to facilitate the performance bonds for contracts with successive performance monitoring of these risks by using (i) a grid setting out the commitments, the Chief Executive Officer is authorized to procedures implemented for protecting the Group against provide guarantees representing a maximum of €5 million each of the identified risks; and (ii) an action plan for managing per transaction, subject to the same overall ceiling. Through each identified risk in order to enhance risk prevention and its internal rules and within the scope of the applicable laws strengthen the overall risk management process. The aim governing its activities, the Board has the powers to deal with is to assess risks in each area and monitor any changes, all matters required for the efficient running of the Company. ensure that appropriate action plans are put in place by the risk prevention functions and, where necessary, supplement At its meeting of December 17, 2009 the Board amended existing control procedures and systems. The Group’s main its internal rules to include the express requirement that risk factors are explained in the management report; the Chairman must obtain approval from the Board before carrying out any acquisition, disposal or joint venture project representing a total asset value of over €100 million and/or revenue in excess of €300 million.

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< CONTENTS > 1 Statutory Auditors’ report, prepared in accordance with Article L. 225-235 of the French Commercial Code on the report prepared by the Chairman 2 of the Board of Directors of Faurecia 3

4 This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance 5 with, French law and professional auditing standards applicable in France. 6

Year ended December 31, 2009 Information concerning the internal control and risk 7 management procedures relating to the preparation and To the Shareholders, processing of ﬁ nancial and accounting information In our capacity as Statutory Auditors of Faurecia S.A., and in The professional standards require that we perform procedures 8 accordance with Article L. 225-235 of the French Commercial to assess the fairness of the information on internal control and Code (Code de commerce), we hereby report to you on the report risk management procedures relating to the preparation and 9 prepared by the Chairman of your company in accordance with processing of financial and accounting information set out in Article L. 225-37 of the French Commercial Code for the year the Chairman’s report. These procedures mainly consisted of: ended December 31, 2009. 10 c obtaining an understanding of the internal control and risk It is the Chairman’s responsibility to prepare and submit to the management procedures relating to the preparation and 11 Board of Directors for approval a report describing the internal processing of financial and accounting information on which control and risk management procedures implemented by the information presented in the Chairman’s report is based the company and providing the other information required by and of the existing documentation; Article L. 225-37 of the French Commercial Code in particular c relating to corporate governance. obtaining an understanding of the work performed to support the information given in the report and of the It is our responsibility: existing documentation; c to report to you on the information set out in the Chairman’s c determining if any material weaknesses in the internal report on internal control and risk management procedures control procedures relating to the preparation and processing relating to the preparation and processing of financial and of financial and accounting information that we may have accounting information; and identified in the course of our work are properly described in c to attest that the report sets out the other information the Chairman’s report. required by Article L. 225-37 of the French Commercial Code, On the basis of our work, we have no matters to report on the it being specified that it is not our responsibility to assess the information given on internal control and risk management fairness of this information. procedures relating to the preparation and processing of We conducted our work in accordance with professional financial and accounting information set out in the Chairman of standards applicable in France. the Board’s report, prepared in accordance with Article L. 225- 37 of the French Commercial Code.

Other information We attest that the Chairman’s report sets out the other information required by Article L. 225-37 of the French Commercial Code.

Neuilly-sur-Seine and Paris-La Défense, April 12, 2010

The Statutory Auditors

PricewaterhouseCoopers Ernst & Young Audit Dominique Ménard Laurent Miannay

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> < CONTENTS > 1 8.1.2. ADDITIONAL INFORMATION ON THE MEMBERS OF THE BOARD 2 OF DIRECTORS 3

General information Conflicts of interest 4 The Company has no employee-elected or non-voting directors. As provided for in the Board of Directors’ internal rules, each Each director must hold at least 20 Faurecia shares throughout director must disclose to the Board any conflicts of interest 5 his or her term of office. (including any potential conflicts of interest) relating to issues on the agendas of Board meetings and must refrain from taking Apart from the Chairman and Chief Executive Officer, no member 6 part in the vote on the matters in question. No such situations of the Board of Directors holds an executive management or arose in 2009. other salaried position within Faurecia or a company that is 7 directly or indirectly controlled by Faurecia. Aside from regulated agreements (which are the subject of a report to the Shareholders’ Meeting) no service agreement has Five of the Board’s eleven directors hold executive management 8 been entered into between a member of the Board of Directors or supervisory positions within Peugeot S.A. and Faurecia or any of its subsidiaries. As of April 14, 2010, the only directors with a family connection 9 At its December 16, 2005 meeting, the Board strengthened its were Thierry Peugeot and Robert Peugeot. rules relating to conflicts of interest by adopting a procedure In the past five years no director has (i) been convicted of regarding the use of insider information. This procedure – 10 any fraudulent offence; (ii) managed a company that has which applies notably to the Company’s directors – provides filed for bankruptcy or gone into receivership or liquidation; that no transactions may be carried out involving the 11 (iii) received an official public incrimination or sanction by Company’s shares until the related information has been made statutory or regulatory authorities; (iv) been disqualified public. Directors and certain categories of personnel, who are by a court from acting as a member of the administrative, all included in a regularly updated list, must disclose any trades management or supervisory bodies of an issuer, or from acting they carry out in Faurecia’s shares to the Company which then in the management or conduct of the affairs of an issuer. informs the markets.

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< CONTENTS > 1 Directorships and other positions held by members of the Board of Directors 2

3 Director Directorships/Positions Yann DELABRIÈRE Within the Company 4 Yann Delabrière, 59, has been Chairman and Chief Executive Chairman and Chief Executive Offi cer of Faurecia Offi cer of Faurecia since February 16, 2007. His term of offi ce 5 Outside the Company will expire at the Annual Shareholders’ Meeting to be held in 2013. As of December 31, 2009, Yann Delabrière also held the 6 following directorship: Yann Delabrière has been a director of Faurecia since November 18, 1996. – Director of Capgemini 7 He occupied various positions within the ﬁ nance departments During the last ﬁ ve years, Yann Delabrière has also held the of major manufacturing groups before joining the PSA Peugeot following directorships and positions, which he no longer 8 Citroën Group in 1990 where he held the position of Chief holds: Financial Offi cer and member of the Executive Committee – Chief Financial Offi cer of Peugeot S.A. 9 from 1998 to 2007. – Chairman and Chief Executive Offi cer of Banque PSA As of December 31, 2009, Yann Delabrière held 6,294 Faurecia Finance 10 shares. – Chairman and Chief Executive Offi cer of Compagnie Générale de Crédit aux Particuliers – Credipar Business address: FAURECIA – Director of Peugeot Citroën Automobiles S.A. 11 2, rue Hennape – Director of Automobiles Citroën 92735 Nanterre cedex – Director of Gefco France – Chairman of Pergolese Investissements – Chief Executive Offi cer of Grande Armée Participations – Chairman of the Supervisory Board of SIT – Permanent representative of Peugeot S.A. on the Board of Directors of Automobiles Peugeot – Legal Manager of PSA Services SrL (Italy) – Chairman of the Board of Directors of Peugeot Citroën Argentina S.A. (Argentina) – Chairman of the Supervisory Board of Peugeot Finance International (Netherlands) – Vice-Chairman and Director of PSA International S.A. (Switzerland)

Éric BOURDAIS DE CHARBONNIÈRE Within the Company Éric Bourdais de Charbonnière, 70, has been a director of – Director of Faurecia Faurecia since February 8, 2010. His term of offi ce will expire Outside the Company at the Annual Shareholders’ Meeting to be held in 2016. As of December 31, 2009, Éric Bourdais de Charbonnière Éric Bourdais de Charbonnière joined JP Morgan in 1965 and also held the following directorships and positions: went on to hold various positions in the bank. From 1987 to 1990 he was the Executive Vice-President, Head of Europe. In – Chairman of the Supervisory Board of Michelin 1990, he joined Michelin as Chief Financial Offi cer, then later – Director of Thomson became member of the Group Executive Council. He has been – Member of the Supervisory Board of Oddo & Cie Chairman of the Supervisory Board since September 2000. During the last ﬁ ve years, Éric Bourdais de Charbonnière has As of April 14, 2010, Éric Bourdais de Charbonnière did not also held the following position, which he no longer holds: hold any Faurecia shares. – Member of the Supervisory Board of ING Group Business address: MICHELIN (Amsterdam) 46, Avenue de Breteuil 75324 Paris cedex 07 France

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> < CONTENTS > 1

3 Director Directorships/Positions Jean-Pierre CLAMADIEU Within the Company 4 Jean-Pierre Clamadieu, 51, has been a director of Faurecia – Director of Faurecia since May 29, 2007. His term of offi ce will expire at the Annual 5 Outside the Company Shareholders’ Meeting to be held in 2013. As of December 31, 2009, Jean-Pierre Clamadieu also held the Jean-Pierre Clamadieu was appointed Chief Executive Offi cer 6 following directorships and positions: of Rhodia in October 2003 and has been Chairman and Chief Executive Offi cer since March 2008, having previously held – Chairman and Chief Executive Offi cer of Rhodia 7 various divisional executive positions. – Director of the SNCF As of December 31, 2009 Jean-Pierre Clamadieu held 8 364 Faurecia shares. Business address: RHODIA 9 Immeuble Cœur Défense tour A 110 Esplanade Charles de Gaulle 10 La Défense 4 92931 La Défense cedex – France 11 Frank ESSER Within the Company Frank Esser, 51, has been a director of Faurecia since Director of Faurecia May 23, 2005. His term of offi ce will expire at the Annual Outside the Company Shareholders’ Meeting to be held in 2011. As of December 31, 2009, Frank Esser also held the following Frank Esser joined SFR as Chief Executive Offi cer in directorships and positions: September 2000 and was appointed Chairman and Chief Executive Offi cer of SFR in 2002. – Chairman and Chief Executive Offi cer of SFR – Member of the Management Board of Vivendi As of December 31, 2009 Frank Esser held 20 Faurecia shares. – Member of the Supervisory Board of Société Financière Business address: SFR – Tour Séquoia de communication et de Multimédia 1, place Carpeaux – Chairman of the Board of Directors of Vizzavi France 92915 Paris La Défense – France – Chairman of the Fédération Française des Télécoms et des communications électroniques – Director of Vivendi Telecom International – Permanent representative of SFR on the Board of Directors of Ltb-R – Member of the Supervisory Board of Maroc Telecom – Member of the Supervisory Board of Vodafone D2 GmbH (Germany) and Arcor During the last ﬁ ve years, Frank Esser has also held the following directorships and positions, which he no longer holds: – Chairman of the Supervisory Board of Cegetel – Chief Executive Offi cer of SFR Cegetel – Director of GSM Association (UK)

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Director Directorships/Positions 2

Lee GARDNER Within the Company 3 Lee Gardner, 62, has been a director of Faurecia since – Director of Faurecia February 8, 2010. His term of offi ce will expire at the Annual Outside the Company 4 Shareholders’ Meeting to be held in 2016. As of December 31, 2009 Lee Gardner also held the Lee Gardner joined One Equity Partners as a Partner. In following position: 5 2008, he became Chairman and Chief Executive Offi cer of – Chairman of the Board of Directors of OEP Emission Emcon Technologies. He is currently the Chairman and Chief Holdings Ltd. Executive Offi cer of OEP Emission Holdings Ltd. and a Partner 6 of One Equity Partners. During the last fi ve years, Lee Gardner has also held the following directorships and positions, which he no longer As of April 14, 2010, Lee Gardner held 27,310 Faurecia shares. 7 holds: Business address: One Equity Partners – Director of Polaroid Inc. 8 Suite 170 – Director of Mauser–Werke GmbH 100 Bloomfi eld Hills Parkway – Director of Progress Rail Bloomfi eld Hills 9 Michigan 48304 U.S.A. 10

Jean-Claude HANUS Within the Company 11 Jean-Claude Hanus, 63, has been a director of Faurecia since – Director of Faurecia February 21, 2000. His term of offi ce will expire at the Annual Outside the Company Shareholders’ Meeting to be held in 2011. As of December 31, 2009, Jean-Claude Hanus also held the Jean-Claude Hanus has spent his entire career with the following directorships and positions: PSA Peugeot Citroën Group and is currently Director of Legal Aff airs, Institutional Relations and Internal Audit of – Director of Automobiles Peugeot Peugeot S.A. – Director of Compagnie Générale de Crédit aux Particuliers – Credipar As of December 31, 2009 Jean-Claude Hanus held 100 Faurecia – Permanent representative of Peugeot S.A. on the Board shares. of Directors of Banque PSA Finance Business address: PEUGEOT S.A. – Permanent representative of Peugeot S.A. on the Board 75, avenue de la Grande-Armée of Directors of Gefco SA 75116 Paris – France – Chairman of DJ6 – Chairman of Grande Armée Participations – Director of Peugeot Citroën Automobiles España S.A. – Director of PCMA Holding BV – Director of Association Auxiliaire de l’Automobile – Director of Comité des Constructeurs Français Automobiles During the last ﬁ ve years, Jean-Claude Hanus has also held the following directorships and positions, which he no longer holds. – Chairman of the Board of Directors of Faurecia – Chairman of the Board of Directors of Automobiles Citroën – Permanent representative of Société Financière de Banque – SOFIB on the Board of Directors of Beaujon immobilier – Chairman and Chief Executive Offi cer of Beaujon Immobilier

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Director Directorships/Positions 2

Frédéric SAINT-GEOURS Within the Company 3 Frédéric Saint-Geours, 59, has been a director of Faurecia – Director of Faurecia since July 20, 2009. His term of offi ce will expire at the Annual Outside the Company 4 Shareholders’ Meeting to be held in 2013. As of December 31, 2009, Frédéric Saint-Geours also held Frédéric Saint-Geours has held various positions within the following directorships and positions: 5 the PSA Peugeot Citroën Group, including Group Finance Director and Senior Vice-President of Automobiles Peugeot. – Member of the Managing Board of Peugeot S.A. From July 1998 to the end of December 2007 he was Chief – Executive Vice-President, Finance and Strategic 6 Executive Offi cer of Automobiles Peugeot and a member of Development of the PSA Peugeot Citroën Group the Managing Board. Following this, he has been Adviser to – Chairman and Chief Executive Offi cer of Banque PSA 7 the Chairman and a member of the Managing Board of the Finance PSA Peugeot Citroën Group. – Director of Gefco 8 – Director of Peugeot Citroën Automobiles S.A. As of December 31, 2009 Frédéric Saint-Geours held 100 Faurecia – Vice-Chairman of Dongfeng Peugeot Citröen shares. Automobiles Company Ltd. 9 Business address: PEUGEOT S.A. – Director of PCMA Holding BV 75, avenue de la Grande-Armée – Chairman of the Supervisory Board of Peugeot Finance 10 75116 Paris – France International NV – Vice-Chairman and Chief Executive Offi cer of PSA International S.A. 11 – Director of Casino Guichard-Perrachon – Chairman of the Union des Industries et Métiers de la Métallurgie During the last ﬁ ve years, Frédéric Saint-Geours has also held the following directorships and positions, which he no longer holds: – Member of the Supervisory Board of Peugeot Deutschland GmbH – Director of Peugeot España S.A. – Director of Automobiles Peugeot – Chief Executive Offi cer of Automobiles Peugeot – Permanent representative of Automobiles Peugeot on the Board of Directors of Gefco – Permanent representative of Automobiles Peugeot on the Board of Directors of Banque PSA Finance

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< CONTENTS > 1 Director Directorships/Positions 2 Ross MC INNES Within the Company 3 Ross MC INNES, 56, has been a director of Faurecia since – Director of Faurecia May 29, 2007. His term of offi ce will expire at the Annual Outside the Company Shareholders’ Meeting to be held in 2013. 4 As of December 31, 2009, Ross McInnes also held the Ross MC INNES held the position of Chief Financial Offi cer of following directorships and positions: Eridania Beghin-Say from 1991 to 2000, and became a director 5 – Executive Vice-President, Economic and Financial in 1999. He joined Thomson-CSF (Thales) in 2000 as Senior Aff airs at Safran Vice-President and Chief Financial Offi cer before joining the – Member of the Executive Board of Safran 6 PPR group in 2005 as Senior Vice-President Finance and – Member of the Supervisory Board of Générale de Santé S.A. Strategy. From 2007 to 2009 he held the position of Vice – Director of Vallaroche Conseil 7 Chairman of Macquarie Capital Europe. Ross McInnes has – Permanent representative of Safran on the Board of been the Executive Vice-President responsible for Economic Directors of Établissements Vallaroche and Financial Aff airs of Safran group since May 28, 2009. 8 – Permanent representative of Etablissements Vallaroche As of December 31, 2009 Ross McInnes held 100 Faurecia on the Board of Directors of La Financière de Brienne shares. – Legal Manager of RM Participation & Conseil 9 – Director of La Financière du Planier Business address: SAFRAN – Director of Limoni SpA (Italy) 5, boulevard du Général-Valin 10 – Member of the Supervisory Board of Santé S.A. 75015 Paris – France (Luxembourg) 11 During the last ﬁ ve years, Ross McInnes has also held the following directorships and positions, which he no longer holds: – Director of Autoroutes Paris-Rhin-Rhône – Chairman of the Management Board of Générale de Santé S.A. – Permanent representative of Santé Sarl on the Supervisory Board of Générale de Santé S.A. – Chief Financial Offi cer of PPR – Non-voting director of PPR – Director of Rexel – Senior Vice-President of Thales – Director of Bienfaisance Holding – Director of Macquarie Autoroutes de France SAS – Director of Eiff arie SAS – Director of AREA and Adelac SAS – Chairman of Chartreuse & Mont-Blanc SAS – Member of the Supervisory Board of Pisto SAS – Representative of the Chairman of Santé Développement Europe – Director of CFAO – Director of Electro Banque – Director of Thales Air Defence S.A., Thales Systèmes Aéroportés S.A. and Thales International – Vice-Chairman of Macquarie Capital Europe Ltd. (UK) – Director of Chartreuse & Mont-Blanc Global Holdings SCA (Luxembourg), Chartreuse & Mont-Blanc GP SARL (Luxembourg) and Chartreuse & Mont-Blanc Holdings Sarl (Luxembourg) – Member of the Supervisory Board of Gucci Group NV – Director of Adi Group Holding Pty Limited, Adi Group Pty Limited, Adi Munitions Pty Limited and Australian Defence Industries – Director of Camelot Plc

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Director Directorships/Positions 2

Robert PEUGEOT Within the Company 3 Robert Peugeot, 59, has been a director of Faurecia since – Director of Faurecia May 29, 2007. His term of offi ce will expire at the Annual Outside the Company 4 Shareholders’ Meeting to be held in 2013. As of December 31, 2009, Robert Peugeot also held the Robert Peugeot is a member of the Supervisory Board of following directorships and positions: 5 Peugeot S.A. He has held a number of executive positions, primarily in the PSA Peugeot Citroën Group. He was previously – Member of the Supervisory Board of Peugeot S.A. a member of the Executive Committee of PSA Peugeot Citroën – Chairman and Chief Executive Offi cer of Société 6 and held the position of Vice-President, Innovation and Quality Foncière, Financière et de Participations (FFP) between 1998 and 2007. He has also been Chairman and – Member of the Supervisory Board of Hermès 7 Chief Executive Offi cer of Société Foncière, Financière et de International Participations (FFP) since 2002. – Member of the Supervisory Board of IDI Emerging 8 Markets As of December 31, 2009, Robert Peugeot held 100 Faurecia – Permanent representative of FPP on the Supervisory shares. Board of Zodiac Aerospace 9 Business address: F.F.P. – Chairman and Chief Executive Offi cer of Simante S.L. 75, avenue de la Grande-Armée – Director of FCC S.A 10 75116 Paris – France – Director of FCC Construcción, SA – Director of B-1998 – Director of Sanef 11 – Director of Imerys – Director of Holding Reinier S.A. – Director of Établissements Peugeot Frères – Director of LFPF (La Française de Participations Financières) – Director of Immeubles et Participations de l’Est – Director of WRG-Waste Recycling Group Ltd. – Director of Alpine Holding – Director of Soﬁ na – Director of DKSH – Legal representative of FFP, the Chairman of Financière Guiraud SAS – Legal manager of SCI Rodom – Legal manager of SCI CHP Gestion During the last ﬁ ve years, Robert Peugeot has also held the following directorships and positions, which he no longer holds: – Aviva Participations – Avivia France – GIE de recherche et d’études PSA Renault – Citroën Deutschland AG – Citroën Denmark A/S – Citroën UK Ltd. – Groupe Taittinger – IFP (Institut Français du Pétrole) – Société du Louvre – Groupe du Louvre – Peugeot UK Ltd.

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Director Directorships/Positions 2

Thierry PEUGEOT Within the Company 3 Thierry Peugeot, 52, has been a director of Faurecia since – Director of Faurecia April 17, 2003. His term of offi ce will expire at the Annual Outside the Company 4 Shareholders’ Meeting to be held in 2011. As of December 31, 2009, Thierry Peugeot also held the Thierry Peugeot has been Chairman of the Supervisory following directorships and positions: 5 Board of Peugeot S.A. since the end of 2002. Thierry Peugeot previously held executive positions within the PSA Peugeot – Chairman of the Supervisory Board of Peugeot S.A. Citroën Group in Europe and South America. – Vice-Chairman and Chief Operating Offi cer of 6 Établissements Peugeot Frères As of December 31, 2009, Thierry Peugeot held 293 Faurecia – Director of Foncière, Financière et de Participation shares. 7 – Director of La Française de Participations Financières Business address: PEUGEOT S.A. (LFPF) 8 75, avenue de la Grande-Armée – Director of Société Anonyme de Participations (SAPAR) 75116 Paris – France – Director of Air Liquide – Director of Compagnie Industrielle de Delle (CID) 9 – Director of Immeubles et Participation de l’Est – Permanent representative of CID on the Board of 10 Directors of LISI During the last ﬁ ve years, Thierry Peugeot has also held the 11 following directorships and positions, which he no longer holds: – Director of AMC Promotion – SCI du Doubs

Philippe VARIN Within the Company Philippe Varin, 57, has been a director of Faurecia since April 9, – Director of Faurecia 2009. His term of offi ce will expire at the Annual Shareholders’ Outside the Company Meeting to be held in 2011. As of December 31, 2009 Philippe Varin also held the Philippe Varin held diff erent positions of responsibility following directorships and positions: within Pechiney group prior to his appointment as Director of the Rhenalu Division in 1995 and then as Director of the – Chairman of the Managing Board of Peugeot S.A. Aluminium Sector and member of the Executive Board in – Director of Banque PSA Finance 1999. He was appointed as Chief Executive of the Anglo-Dutch – Director of Gefco steel group Corus in 2003. He has been the Chairman of the – Director of Peugeot Citroën Automobiles S.A. Managing Board of Peugeot S.A. since June 1, 2009. – Director of PCMA Holding BV – Non-executive director of BG Group Plc As of December 31, 2009 Philippe Varin held 20 Faurecia shares. During the last ﬁ ve years, Philippe Varin has also held the following directorships, which he no longer holds: Business address: PEUGEOT S.A. 75, avenue de la Grande-Armée – Director of Tata Steel Europe Ltd. 75116 Paris – France – Director of Tata Steel Ltd. – Director of Tata Steel UK Ltd.

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> < CONTENTS > 1 8.1.3. COMPENSATION RECEIVED BY THE CHAIRMAN AND CHIEF 2 EXECUTIVE OFFICER 3

In 2009, Yann Delabrière, Faurecia’s Chairman and Chief The benefits in kind granted to Yann Delabrière correspond to Executive Officer, received €566,500 in fixed compensation. a company car for business use as well as the services of a 4 This amount was set by the Board of Directors on February 9, chauffeur. 2009 based on a recommendation by the Appointments and 5 Yann Delabrière is a member of the supplementary pension Compensation Committee. At its March 2, 2009 meeting, the scheme set up for all Faurecia’s managerial employees in Board set Yann Delabrière’s variable compensation for 2009 France, which comprises: 6 at between 0% and 100% of his fixed salary, determined by reference to the achievement of four objectives relating c a defined contribution plan relating to salary tranches A and to (i) operating results, (ii) reducing the Group’s net debt, B with total contributions representing 6% of which 1% is 7 (iii) restructuring the Group’s financing facilities, and (iv) his paid by the beneficiary; skills in implementing Faurecia’s strategies. c a defined benefit plan relating to salary tranche C whose 8 Acting on the recommendation of the Appointments and contribution rate corresponds to 1% of salary tranche C Compensation Committee, at its February 8, 2010 meeting, the multiplied by the beneficiary’s years of seniority within 9 Board of Directors set Yann Delabrière’s variable compensation Faurecia. Further information on the supplementary pension at €339,900 for 2009. scheme can be found in Note 25-2F to the consolidated 10 financial statements. Yann Delabrière also received €13,000 in attendance fees in 2009 in his capacity as a director of Faurecia S.A. The Chairman and Chief Executive Officer is not entitled to any 11 deferred compensation in the event that he loses his corporate Yann Delabrière did not receive or exercise any Faurecia stock office. The Chairman and Chief Executive Officer does not options in 2009. receive any other form of compensation from Faurecia.

The tables below provide an analysis of Yann Delabrière’s compensation.

TABLE 1 (Numbering in line with the AMF recommendation of December 22, 2008)

Compensation, stock options and performance shares granted to Yann Delabrière

(in euros) 2008 2009 Compensation due for the year (see Table 2) 813,472 926 ,771 Value of stock options granted during the year (see Table 4) 603,600 - Value of performance shares granted during the year - -

TOTAL 1,417,072 926,771

TABLE 2 (Numbering in line with the AMF recommendation of December 22, 2008)

Breakdown of compensation received by Yann Delabrière

2008 2009

(gross in euros) Amount due Amount paid Amount due Amount paid Fixed compensation 566,500 568,024 566,500 568,071 Variable compensation 226,600 520,000 339,900 226,600 Exceptional bonus 0000 Attendance fees 13,000 13,000 13,000 13,000 Beneﬁ ts in kind 7,372 7,372 7,371 7,371

TOTAL 813,472 1,108,396 926,771 815,042

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< CONTENTS > 1 TABLE 4 (Numbering in line with the AMF recommendation of December 22, 2008) 2 Stock options granted to Yann Delabrière during prior years by Faurecia and other Group companies 3 Value of options based on the method used in 4 the consolidated Adjusted Plan number ﬁ nancial number of Adjusted 5 Yann DELABRIÈRE and date Type of option statements options granted exercise price* Exercise period No. 17 April 16, 2011 6 April 16, 2007 Subscription €911,090 48,000 €44.69 – April 16, 2017 No. 18 April 10, 2012 7 April 10, 2008 Subscription €603,624 60,000 €28.38 – April 10, 2016 8 TOTAL - - €1,514,714 108,000 -

* To the Company’s knowledge there are no hedges on the Company’s stock subscription options. 9 10 TABLE 8 (Numbering in line with the AMF recommendation of December 22, 2008)(1)

Stock options granted to Yann Delabrière 11

Plan 17 Plan 18 AGM of May 23, 2005 AGM of May 29, 2007 Board meeting of Board meeting of Date of AGM/Board Meeting authorizing stock option grants April 16, 2007 April 10, 2008 Number of shares to be issued on exercise of options 48,000 60,000 Start of exercise period April 16, 2011 April 10, 2012 Expiration of exercise period April 16, 2017 April 10, 2016 Adjusted exercise price €44.69 €28.38 Exercise conditions (where the plan includes more than one tranche) - - Number of shares purchased on exercise of stock options as of April 14, 2010 0 0 Total stock options cancelled or forfeited 0 0 Stock options outstanding at the year-end 48,000 60,000 No other corporate officer received stock options.

TABLE 10 (Numbering in line with the AMF recommendation of December 22, 2008)

Compensation or beneﬁ ts Compensation due or potentially due payable under a Employment Supplementary in relation to leaving non-competition Yann DELABRIÈRE contract pension scheme or changing offi ce clause

Yes No Yes No Yes No Yes No Position: Chairman and Chief Executive Offi cer (*) Start of term: Feb. 16, 2007 Expiration of term: 2013 AGM

* Yann Delabrière is a member of the supplementary pension scheme applicable to all of Faurecia’s managerial employees (see section 8.1.3).

(1) Tables 5, 6, and 7 are not applicable.

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> < CONTENTS > 1 8.1.4. DIRECTORS’ COMPENSATION 2

Directors’ compensation is paid in the form of attendance fees amounting to €7,000 in recognition of their directorship 3 freely allocated by the Board of Directors. The amount of the position, and a variable portion representing a maximum of attendance fees was decided by the Ordinary Shareholders’ €6,000 based on the number of Board meetings attended. 4 Meeting of May 27, 2003. As decided by the Board on July 22, Lastly, members of the Board Committees receive an additional 2003, directors receive a fixed portion of attendance fees fixed sum of €8,000. 5

The Directors in office on December 31, 2009 received the following gross attendance fees in 2009 and 2008: 6 TABLE 3 (Numbering in line with the AMF recommendation of December 22, 2008) 7 Of which variable Of which variable (in euros) Attendance fees portion paid Attendance fees portion paid 8 Director paid in 2009 in 2009 paid in 2008 in 2008 Jean-Pierre CLAMADIEU 21,000 6,000 19,800 4,800 9 Yann DELABRIÈRE 13,000 6,000 13,000 6,000 Frank ESSER 12,250 5,250 13,000 6,000 10 Jean-Louis GÉRONDEAU 19,500 4,500 19,800 4,800 11 Jean-Claude HANUS 21,000 6,000 21,000 6,000 Gérard HAUSER 17,250 2,250 21,000 6,000 Grégoire OLIVIER 10,000 3,000 - - Isabel MAREY-SEMPER 17,250 2,250 21,000 6,000 Ross MC INNES 18,750 3,750 21,000 6,000 Frédéric SAINT-GEOURS 16,500 1,500 - - Thierry PEUGEOT 13,000 6,000 13,000 6,000 Robert PEUGEOT 11,500 4,500 13,000 6,000 Christian STREIFF 23,750 750 19,800 4,800 Philippe VARIN 18,000 3,000 - -

TOTAL 232,750 54,750 195,400 62,400

Directors are not entitled to any termination benefits or and €350,087 respectively in their capacities as members of the deferred compensation for loss of their corporate office. Peugeot S.A. Managing Board. Lastly, Thierry Peugeot received €470,000 for his role as Chairman of the Supervisory Board of In 2009, the controlling company, Peugeot S.A. paid fixed and Peugeot S.A. and Robert Peugeot received €40,000 in his capacity variable compensation as well as benefits in kind to a number as a member of Peugeot S.A.’s Supervisory Board. Faurecia of officers who also hold a corporate office within Faurecia. does not have any information concerning the compensation of Christian Streiff received €274,254 in his capacity as Chairman people who hold a corporate office within Faurecia but not within of the Managing Board of Peugeot S.A. up until March 29, 2009. Peugeot S.A. Faurecia specifies that no compensation other than Philippe Varin received €777,830 in his capacity as Chairman the attendance fees mentioned above was paid in 2009 to any of of the Managing Board of Peugeot S.A. as from June 1, 2009. its directors by the Company or its subsidiaries. Grégoire Olivier and Frédéric Saint-Geours received €630,700

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< CONTENTS > 1 8.2. Executive Committee 2 3

8.2.1. MEMBERS OF THE EXECUTIVE COMMITTEE 4 5 Faurecia’s executive management function is performed under the responsibility of the Chairman and Chief Executive Officer by the Group Executive Committee that meets every month to review the Group’s results and consider general matters concerning the Group. 6 Its members were as follows as of April 14, 2010: 7 Name Position Yann DELABRIÈRE Chairman of the Board of Directors and Chief Executive Offi cer 8 Arnaud de DAVID-BEAUREGARD Executive Vice-President, Group Development Jean-Marc HANNEQUIN Executive Vice-President, Emissions Control Technologies 9 Frank IMBERT Chief Financial Offi cer 10 Patrick KOLLER Executive Vice-President, Automotive Seating Thierry LEMÂNE Executive Vice-President, Group Communications 11 Jacques MAUGE Executive Vice-President, Group Automotive Exteriors Bruno MONTMERLE Executive Vice-President, Group Strategy Christophe SCHMITT Executive Vice-President, Interior Systems Jean-Pierre SOUNILLAC Executive Vice-President, Group Human Resources

The Group is organized into Business Groups dedicated to c Faurecia Automotive Exteriors, which is responsible for managing and developing Faurecia’s activities worldwide. They front-end modules and exterior equipment operations. are responsible for the operating results of their individual The corporate departments include: businesses, as well as investments and the management of operating cash flow. c the Finance and Human Resources departments, which are responsible for the management of their respective areas Faurecia comprises four Business Groups: of expertise. They are structured around country-based c Faurecia Automotive Seating, which is responsible for the divisions and shared service centers in charge of providing management and development of the complete seat unit financial management services (cash flow, accounting) and business and all aspects of the design and production of human resources management services to the Faurecia seats such as metal frames, mechanisms, comfort and Group as a whole; safety submodules, foams and covers; c the Strategy department, which drives the Group’s strategic c Faurecia Emissions Control Technologies, which is responsible direction and medium-term planning, and coordinates the for the management and development of complete exhaust Business Groups’ innovation and R&D activities as well as systems and exhaust components covering both the hot end Faurecia’s expansion in emerging markets; of the exhaust system such as particulate and exhaust fume c the Development department, which is in charge of the treatments as well as the cold end; Group’s external growth operations and the management of c Faurecia Interior Systems, which is responsible for the relations with joint-venture partners; management and development of the main parts making up c the Communications department, which conducts the vehicle interiors such as instrument panels, cockpits, center Group’s internal and external communications. consoles, door panels, door modules, sound insulation solutions, soft trim and acoustic modules;

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> < CONTENTS > 1 8.2.2. EXECUTIVE COMMITTEE COMPENSATION 2

3 The total compensation paid or allocated to members of the If the employment contract of an Executive Committee member Executive Committee for 2009 amounted to €5,027,192. is terminated, he or she may receive contractual severance pay of up to 12 months’ compensation, depending on their position. 4 The compensation of Executive Committee members includes This amount is not payable in the event of gross or willful a variable performance bonus, usually representing 0%-45% misconduct. of their basic salary, but which can reach up to 76.9% when 5 performance targets are exceeded. Out of the total bonus, 70% Details of the number of stock options granted to Executive is calculated by reference to targets based on operating income Committee members are provided in section 10.3.2.3 of this 6 and cash generation, and the remaining 30% is based on the Registration Document. achievement of individual performance objectives. 7

Faurecia 2009 REGISTRATION DOCUMENT 91 < CONTENTS > 1

92 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 9 6 7

Consolidated ﬁ nancial 9 statements 10 11

CONTENTS

9.1. CONSOLIDATED STATEMENT 9.6. CONSOLIDATED COMPANIES OF COMPREHENSIVE INCOME 95 AS OF DECEMBER 31, 2009 154

9.2. CONSOLIDATED BALANCE SHEET 96 9.7. STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED 9.3. CONSOLIDATED STATEMENT FINANCIAL STATEMENTS 158 OF CASH FLOWS 98 I. Opinion on the consolidated financial statements 158

9.4. CONSOLIDATED STATEMENT II. Justifi cation of our assessments 159 OF CHANGES IN EQUITY 99 III. Specifi c verifi cation 159 9.5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 100

Faurecia 2009 REGISTRATION DOCUMENT 93 Consolidated ﬁ nancial statements 9

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94 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Consolidated statement of comprehensive income 9

> < CONTENTS > 1 9.1. Consolidated statement 2 of comprehensive income 3 4

(in € millions) Notes 2009 2008 2007 5 SALES 4 9,292.2 12,010.7 12,660.7 Cost of sales 5 (8,840.1) (11,296.8) (11,914.7) 6 Research and development costs 5 (207.9) (269.9) (268.6) Selling and administrative expenses 5 (335.9) (352.8) (356.3) 7 OPERATING INCOME (LOSS) (91.7) 91.2 121.1 8 Other operating income and expense 6 (134.1) (444.3) (225.8) Income from loans, cash investments 9 and marketable securities 12.3 14.5 15.9 Finance costs (135.3) (110.8) (117.0) 10 Other ﬁ nancial income and expense 7 (43.9) (98.9) (13.8) INCOME (LOSS) BEFORE TAX OF FULLY 11 CONSOLIDATED COMPANIES (392.7) (548.3) (219.6) Current taxes 8 (42.2) (34.1) (8.8) Deferred taxes 8 6.3 5.4 (4.8) NET INCOME (LOSS) OF FULLY CONSOLIDATED COMPANIES (428.6) (577.0) (233.2) Share of net income of associates 13 Before tax 14.8 15.4 5.1 After tax 11.3 7.7 2.3 CONSOLIDATED NET INCOME (LOSS) (417.3) (569.3) (230.9) Attributable to owners of the parent (433.6) (574.8) (237.5) Attributable to minority interests 16.3 5.5 6.6

Basic earnings (loss) per share (in €) 9 (6.85) (23.83) (9.87)

Diluted earnings (loss) per share (in €) 9 (6.85) (23.83) (9.87)

OTHER COMPREHENSIVE INCOME

(in € millions) 2009 2008 2007 CONSOLIDATED NET INCOME (LOSS) (417.3) (569.3) (230.9) Gains (losses) arising on fair value adjustments to cash ﬂ ow hedges 4.2 (22.4) 5.4 of which recognized in equity 1.9 (13.7) 8.7 of which recycled to income 2.3 (8.7) (3.3) Exchange diff erences on translation of foreign operations 8.6 (2.4) (3.3)

TOTAL INCOME (EXPENSE) RECOGNIZED IN EQUITY (404.5) (594.1) (228.8)

Attributable to owners of the parent (419.0) (602.7) (233.3) Attributable to minority interests 14.5 8.6 4.5

Faurecia 2009 REGISTRATION DOCUMENT 95 Consolidated ﬁ nancial statements 9 Consolidated balance sheet

< CONTENTS > 1 9.2. Consolidated balance sheet 2 3 ASSETS 4

(in € millions) Notes Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 5 Goodwill 10 1,039.9 1,040.2 1,288.6 Intangible assets 11 396.9 469.8 511.4 6 Property, plant and equipment 12 1,224.6 1,360.8 1,408.9 Investments in associates 13 31.0 40.1 44.8 7 Other equity interests 14 11.2 1.6 1.8 Other non-current ﬁ nancial assets (*) 15 23.5 26.5 40.7 8 Other non-current assets 16 18.9 8.5 7.2 9 Deferred tax assets 8 72.0 91.4 57.2 TOTAL NON-CURRENT ASSETS 2,818.0 3,038.9 3,360.6 10 Inventories, net 17 438.6 526.1 566.2 Trade accounts receivable 18 1,025.9 954.0 1,635.2 11 Other operating receivables 19 171.0 197.3 256.1 Other receivables and prepaid expenses 20 79.9 79.8 67.6 Other current ﬁ nancial assets (*) 30 1.7 6.0 25.7 Cash and cash equivalents 21 357.8 425.7 550.1 TOTAL CURRENT ASSETS 2,074.9 2,188.9 3,100.9

TOTAL ASSETS 4,892.9 5,227.8 6,461.5

(*) In accordance with the revised version of IAS 1, a portion of the currency and interest rate derivatives that were included in “Other current financial assets” in 2008 and 2007 have been reclassified to “Other non-current financial assets”.

96 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Consolidated balance sheet 9

> < CONTENTS > 1

3 EQUITY AND LIABILITIES 4

(in € millions) Notes Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 5 EQUITY Capital stock 22 626.1 170.8 170.8 6 Additional paid-in capital 130.1 198.9 198.9 Treasury stock (10.4) (11.5) (11.5) 7 Retained earnings (99.4) 385.8 642.1 Translation adjustments 44.1 33.7 39.2 8 Net loss for the period (433.6) (574.8) (237.5) 9 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 22 256.9 202.9 802.0 10 Minority interests 23 45.8 40.6 44.3 TOTAL EQUITY 302.7 243.5 846.3 11 Long-term provisions 24 193.9 193.6 209.3 Non-current ﬁ nancial liabilities (*) 26 1,232.2 1,491.7 1,167.2 Other non-current liabilities 2.3 1.9 2.9 Deferred tax liabilities 8 7.1 38.2 11.2 TOTAL NON-CURRENT LIABILITIES 1,435.5 1,725.4 1,390.6 Short-term provisions 24 320.3 317.3 298.0 Current ﬁ nancial liabilities (*) 26 528.1 546.2 1,027.2 Prepayments from customers 80.8 118.8 195.9 Trade payables 1,730.6 1,695.2 2,162.6 Accrued taxes and payroll costs 27 371.7 366.1 427.7 Other payables 28 123.2 215.3 113.2 TOTAL CURRENT LIABILITIES 3,154.7 3,258.9 4,224.6

TOTAL EQUITY AND LIABILITIES 4,892.9 5,227.8 6,461.5

(*) In accordance with the revised version of IAS 1, a portion of the currency and interest rate derivatives that were included in “Current financial liabilities” in 2008 and 2007 have been reclassified to “Non-current financial liabilities”.

Faurecia 2009 REGISTRATION DOCUMENT 97 Consolidated ﬁ nancial statements 9 Consolidated statement of cash ﬂ ows

< CONTENTS > 1 9.3. Consolidated statement of cash ﬂ ows 2

(in € millions) Notes 2009 2008 2007 3 I- OPERATING ACTIVITIES 4 Consolidated net income (loss) (417.3) (569.3) (230.9) Depreciation and amortization 496.6 734.4 538.6 5 Deferred tax (benefi ts) charges (6.3) (5.4) 4.8 Increase (decrease) in long-term provisions (1.4) (12.1) (10.0) 6 Share of net income of associates, net of dividends received 13.7 12.3 (0.8) Capital (gains) losses on disposals of non-current assets (2.4) (0.6) 3.1 7 Other 15.9 15.5 2.8 8 CASH FLOW FROM OPERATIONS 98.8 174.8 307.6 Increase (decrease) in short-term provisions (5.1) 21.2 51.4 9 Change in inventories 100.2 38.5 28.2 Change in trade accounts receivable (66.8) 668.6 105.0 10 Change in trade payables 18.7 (423.5) 45.9 11 Change in other operating receivables and payables (14.2) (83.6) 43.9 Change in other receivables and payables (44.2) 52.6 (7.8) (Increase) decrease in working capital requirement (11.4) 273.8 266.6 NET CASH PROVIDED BY OPERATING ACTIVITIES 87.4 448.6 574.2 II- INVESTING ACTIVITIES Additions to property, plant and equipment 12 (169.1) (328.7) (306.8) Capitalized development costs (104.4) (144.7) (159.2) Acquisitions of investments (12.0) (6.6) (25.2) Proceeds from disposals of property, plant and equipment 20.1 19.3 9.8 Proceeds from disposals of fi nancial assets Change in investment-related receivables and payables (24.8) 0.9 (4.7) Other movements (19.0) (13.3) 4.4 NET CASH USED BY INVESTING ACTIVITIES (309.2) (473.1) (481.7) NET CASH PROVIDED (USED) BY OPERATING AND INVESTING ACTIVITIES (I)+(II) (221.8) (24.5) 92.5 III- FINANCING ACTIVITIES Issuance of shares by Faurecia and fully-consolidated companies (net of costs) 446.1 5.5 Option component of convertible bonds 23.3 Dividends paid to owners of the parent company Dividends paid to minority interests in consolidated subsidiaries (9.3) (12.3) (11.2) Issuance of debt securities and increase in other fi nancial liabilities 214.4 1,142.3 129.9 Repayment of debt and other fi nancial liabilities (502.7) (1,209.6) (193.0) NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 171.8 (79.6) (68.8) IV- OTHER CHANGES IN CASH AND CASH EQUIVALENTS Impact of exchange rate changes on cash and cash equivalents (17.9) (13.7) (3.8) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (67.9) (117.8) 19.9 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 425.7 543.5 523.6 CASH AND CASH EQUIVALENTS AT END OF YEAR 26 357.8 425.7 543.5

98 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Consolidated statement of changes in equity 9

> < CONTENTS > 1 9.4. Consolidated statement of changes 2 in equity 3 Retained earnings 4 and net Trans- Equity Mino- Additional income lation Cash attributable rity Number of Capital paid-in Treasury (loss) for adjust- ﬂ ow to owners of inte- 5 (in € millions) shares (2) stock capital stock the year ments hedges the parent rests Total BALANCE AS OF JANUARY 1, 2007 6 BEFORE APPROPRIATION OF NET INCOME (LOSS) 24,259,236 169.8 359.6 (12.5) 465.8 40.4 3.3 1,026.4 64.2 1,090.6 Net loss for the year (237.5) (237.5) 6.6 (230.9) 7 Translation adjustments (1.2) (1.2) (2.1) (3.3) Changes in fair value of currency hedging 8 instruments 5.4 5.4 5.4 TOTAL INCOME (EXPENSE) RECOGNIZED IN EQUITY (237.5) (1.2) 5.4 (233.3) 4.5 (228.8) 9 Issue of share capital (1) 135,812 1.0 4.5 5.5 5.5 2006 dividend 0.0 (11.2) (11.2) 10 Measurement of stock options 1.9 1.9 1.9 Purchases and sales of treasury stock 1.0 0.5 1.5 1.5 11 Changes in scope of consolidation 0.0 (13.2) (13.2) Recognition of 2006 losses of the parent company (165.2) 165.2 0.0 0.0 BALANCE AS OF DEC. 31 2007 BEFORE APPROPRIATION OF NET INCOME (LOSS) 24,395,048 170.8 198.9 (11.5) 395.9 39.2 8.7 802.0 44.3 846.3 Net loss for the year (574.8) (574.8) 5.5 (569.3) Translation adjustments (5.5) (5.5) 3.1 (2.4) Changes in fair value of currency hedging instruments (22.4) (22.4) (22.4) TOTAL INCOME (EXPENSE) RECOGNIZED IN EQUITY (574.8) (5.5) (22.4) (602.7) 8.6 (594.1) Issue of share capital (1) 0.0 0.0 2007 dividend 0.0 (12.3) (12.3) Measurement of stock options 3.6 3.6 3.6 Purchases and sales of treasury stock 0.0 0.0 Changes in scope of consolidation 0.0 0.0 Recognition of 2007 losses of the parent company 0.0 0.0 BALANCE AS OF DEC. 31 2008 BEFORE APPROPRIATION OF NET INCOME (LOSS) 24,395,048 170.8 198.9 (11.5) (175.3) 33.7 (13.7) 202.9 40.6 243.5 Net loss for the year (433.6) (433.6) 16.3 (417.3) Translation adjustments 10.4 10.4 (1.8) 8.6 Changes in fair value of currency hedging instruments 4.2 4.2 4.2 TOTAL INCOME (EXPENSE) RECOGNIZED IN EQUITY (433.6) 10.4 4.2 (419.0) 14.5 (404.5) Issue of share capital 65,053,456 455.3 (9.3) 446.1 446.1 2008 dividend 0.0 (9.3) (9.3) Measurement of stock options 3.4 3.4 3.4 Purchases and sales of treasury stock 1.1 (0.9) 0.2 0.2 Option component of convertible bonds 23.3 23.3 23.3 Changes in scope of consolidation 0.0 0.0 Recognition of 2008 losses of the parent company (59.5) 59.5 0.0 0.0 BALANCE AS OF DEC. 31 2009 BEFORE APPROPRIATION OF NET INCOME (LOSS) 89,448,504 626.1 130.1 (10.4) (523.6) 44.1 (9.5) 256.9 45.8 302.7 (1) Shares issued on exercise of stock options. (2) Including 270,814 treasury shares as of December 31, 2009 as well as December 31, 2008 and December 31, 2007 (see Note 22.3).

Faurecia 2009 REGISTRATION DOCUMENT 99 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 9.5. Notes to the consolidated ﬁ nancial 2 statements 3 4

5 CONTENTS 6 Note 1 Summary of signifi cant accounting policies 101 Note 20 Other receivables and prepaid expenses 125 Note 2 Changes in scope of consolidation 105 Note 21 Cash and cash equivalents 125 7 Note 3 Events after the balance sheet date 106 Note 22 Equity 125 Note 4 Information by operating segment 106 Note 23 Minority interests 128 8 Note 5 Operating expenses 112 Note 24 Long- and short-term provisions 129 9 Note 6 Other operating income and expense 113 Note 25 Provisions for pensions and other employee benefi ts 130 Note 7 Other fi nancial income and expense 114 10 Note 26 Net debt 136 Note 8 Corporate income tax 115 Note 27 Accrued taxes and payroll costs 140 Note 9 Earnings (loss) per share 117 11 Note 28 Other payables 140 Note 10 Goodwill 118 Note 29 Financial instruments 141 Note 11 Intangible assets 119 Note 30 Hedging of currency and interest Note 12 Property, Plant and Equipment 120 rate risks 146 Note 13 Investments in Associates 121 Note 31 Commitments given and contingent Note 14 Other equity interests 122 liabilities 151 Note 15 Other non-current fi nancial assets 123 Note 32 Related party transactions 152 Note 16 Other non-current assets 123 Note 33 Fees paid to the Statutory Auditors 153 Note 17 Inventories 123 Note 34 Information on the consolidating company 153 Note 18 Trade accounts receivable 124 Note 35 Dividends 153 Note 19 Other operating receivables 124

Faurecia S.A. and its subsidiaries f orm one of the world’s leading automotive equipment suppliers in four-major vehicle businesses : Automative seating, Emissions Control Technologies, Interior Systems, Automotive Exteriors. The Group has operations in 31 countries, spanning 190 sites. Faurecia’s registered office is located in Nanterre, in the Hauts-de-Seine region of France. The Company is quoted on the Eurolist market of Euronext Paris. The consolidated financial statements – which were prepared on a going concern basis – were approved by Faurecia’s Board of Directors on February 8, 2010.

100 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 2

3 The consolidated financial statements of the Faurecia Group 1-1 Consolidation principles have been prepared in accordance with International Financial 4 Reporting Standards (IFRSs) as adopted by the European Companies which are at least 20%-owned are consolidated Union, including International Accounting Standards (IASs) and where one or more of the following criteria are met: annual related Interpretations issued by the International Financial sales of over €20 million, total assets of over €20 million, and/ 5 Reporting Interpretations Committee (IFRIC). They can be or debt of over €5 million. viewed on the European Commission’s website at http:// Non-consolidated companies are not material, either 6 ec.europa.eu/internal_market/accounting/ias/index_en.htm. individually or in the aggregate. The standards used to prepare the 2009 consolidated financial 7 Subsidiaries controlled by the Group are fully consolidated. statements and comparative data for 2008 and 2007 are Control is presumed to exist where the Group holds over 50% those published in the Official Journal of the European Union of a company’s voting rights, and may also arise as a result of 8 (OJEU) as of December 31, 2009, and whose application was shareholders’ agreements. mandatory at that date. Subsidiaries are fully consolidated from the date on which 9 The principal accounting policies applied in the preparation of the control is transferred to the Group and are deconsolidated from consolidated financial statements are set out below. These policies the date that control ceases. have been consistently applied to all of the years presented. 10 Companies over which the Group exercises significant The Group has applied the following new and amended influence but not control – generally through a shareholding 11 standards since January 1, 2009: representing between 20% and 50% of the voting rights – are c IAS 1 (revised), Presentation of Financial Statements accounted for by the equity method. In accordance with the revised version of IAS 1, currency and The Faurecia Group’s consolidated financial statements are interest rate derivatives that were previously presented on presented in euros. a separate line of the balance sheet under current assets or The functional currency of foreign subsidiaries is generally their liabilities have been reclassified to either (i) non-current or local currency. The assets and liabilities of these companies are current financial assets or liabilities, or (ii) other receivables translated into euros at the year-end exchange rate and income or payables. This reclassification has not affected the statement items are translated at the average exchange rate determination of net debt. for the year. The resulting translation adjustments are recorded The revised version of IAS 1 also introduces the notion of in equity. comprehensive income. Faurecia has elected to present Certain companies located outside the eurozone which carry comprehensive income in a separate statement below the out the majority of their transactions in euros may, however, consolidated income statement. use euros as their functional currency. c IFRS 8, Operating Segments All material intercompany transactions are eliminated in IFRS 8 requires segment information to be presented based consolidation, including intercompany gains. on operating segments rather than a primary reporting The accounting policies of subsidiaries and companies format (business segment) and a secondary reporting format accounted for by the equity method are not significantly (geographic segment). The Group’s operating segments are different to those applied by the Group. the same as the business segments previously used within the scope of IAS 14. The additional disclosures required under the new standard are provided in Note 4. Faurecia’s adoption of IFRS 8 has not affected its financial position or earnings. 1-2 Goodwill c IFRS 7, Financial Instruments: Disclosures Goodwill represents the excess of the cost of an acquisition IFRS 7 clarifies and introduces new disclosures on the fair over the fair value of the Group’s share of the net identifiable value measurement of financial instruments and liquidity assets of the acquired entity at the date of acquisition. risks arising on these instruments. The requisite disclosures In accordance with IAS 36, goodwill is not amortized but is are provided in Notes 26 and 29. tested for impairment at least once a year and more often if c IAS 23 (Amendment), Borrowing Costs there is an indication that it may be impaired. For the purpose of impairment testing, goodwill is allocated to cash-generating The amended version of IAS 23 requires the capitalization units (CGUs). A CGU is defined as the smallest identifiable of borrowing costs that are directly attributable to the group of assets that generates cash inflows that are largely acquisition, construction or production of a qualifying asset. independent of the cash inflows from other assets or groups As prescribed by the standard, the Group has applied IAS 23 of assets. on a prospective basis and has capitalized borrowing costs on qualifying assets arising subsequent to January 1, 2009. This did not have a material impact on income for the period.

Faurecia 2009 REGISTRATION DOCUMENT 101 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 The CGU to which goodwill is allocated represents the lowest Maintenance and repair costs are expensed as incurred, except level within the business segment at which goodwill is where they serve to increase productivity or to prolong the 2 monitored for internal management purposes. The Group has useful life of an asset, in which case they are capitalized. identified the following CGUs: In accordance with the amended version of IAS 23, borrowing 3 c Automotive Seating; costs on qualifying assets arising subsequent to January 1, 2009 are included in the cost of the assets concerned. c Emissions Control Technologies; 4 Property, plant and equipment are depreciated by the straight- c Interior Systems; line method over the estimated useful lives of the assets, 5 c Automotive Exteriors. as follows: The carrying amount of these assets is then compared with 6 the higher of their value in use and market value, net of selling Buildings 20 to 30 years costs. Value in use is defined as the present value of the net Leasehold improvements, 7 future cash flows expected to be derived from the assets ﬁ xtures and ﬁ ttings 10 to 20 years concerned. Machinery, tooling and furniture 3 to 10 years 8

Certain tooling is produced or purchased specifically for the 1-3 Intangible assets purpose of manufacturing parts or modules for customer 9 orders, which are either a) not sold to the customer, or b) paid for A - RESEARCH AND DEVELOPMENT EXPENDITURE by the customer on delivery of each part, without the customer 10 guaranteeing full financing of the costs incurred. In accordance The Faurecia Group incurs certain development costs in with IAS 16, this tooling is recognized as property, plant and 11 connection with producing and delivering modules for specific equipment. It is depreciated to match the quantities of parts customer orders which are either a) not sold to the customer, delivered to the customer over a maximum of three years, in or b) paid for by the customer on delivery of each part, without line with the rate at which models are replaced. the customer guaranteeing full financing of the costs incurred. In accordance with IAS 38, these development costs are Investment grants are recorded as a deduction from the assets recorded as an intangible asset where the company concerned that they were used to finance. can demonstrate: Property, plant and equipment acquired under finance c its intention to complete the project as well as the availability leases which transfer substantially all the risks and rewards of adequate technical and financial resources to complete incidental to ownership of the asset to the lessee are recorded the development; under assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments. An obligation of c how the customer contract will generate probable future the same amount is recorded as a liability and the recognized economic benefits and the company’s ability to measure assets are subsequently depreciated as described above. these reliably; c its ability to measure reliably the expenditure attributable to the contracts concerned (costs to completion). 1-5 Cash generating units and These capitalized costs are amortized to match the quantities impairment tests of parts delivered to the customer, over a period not exceeding five years except under exceptional circumstances. Impairment tests are carried out whenever there is an indication that an asset may be impaired. Impairment testing consists of Research costs, and development costs that do not meet the comparing the carrying amount of an asset, or group of assets, above criteria, are expensed as incurred. with the higher of its market value and value in use. Value in use is defined as the present value of the net future cash flows B - OTHER INTANGIBLE ASSETS expected to be derived from an asset or group of assets. Other intangible assets include development and purchase The assets are grouped at the lowest levels for which there costs relating to software used within the Group – which are are separately identifiable cash flows (cash-generating units, amortized on a straight-line basis over a period of between one or CGUs). and three years – as well as patents and licenses. Impairment tests are performed on each group of intangible assets (development costs) and property, plant and equipment attributable to a customer contract by comparing the 1-4 Property, plant and equipment aggregate carrying amount of the group of assets concerned with the present value of the expected net future cash flows to Property, plant and equipment are stated at acquisition cost, or be derived from the contract. An impairment loss is recorded production cost in the case of assets produced by the Group for when the assets’ carrying amount is higher than the present its own use, less accumulated depreciation.

102 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 value of the expected net future cash flows. A provision is also (b) Loans and other ﬁ nancial assets recorded for losses to completion on loss-making contracts. 2 Loans and other financial assets are stated at nominal value Impairment testing is also carried out on general and corporate which corresponds to amortized cost, calculated using the assets grouped primarily by type of product and geographic effective interest method. 3 area. Provisions are booked on a case-by-case basis where there is The cash inflows generated by the assets allocated to these a risk of non-recovery. 4 CGUs are largely interdependent due to the high overlap between the various manufacturing flows, the optimization (c) Cash and cash equivalents 5 of capacity utilization, and the centralization of research and Cash and cash equivalents are measured at fair value. They development activities. include current account balances and units in money market 6 Manufacturing assets whose closure is planned are tested funds that are readily convertible to a known amount of cash independently for impairment. and are not subject to a significant risk of impairment in the 7 event of changes in interest rates. 8 1-6 Financial assets and liabilities C - RECOGNITION AND MEASUREMENT OF FINANCIAL LIABILITIES (excluding derivatives) 9 (a) Financial liabilities measured at amortized cost A - DEFINITIONS The Group’s financial liabilities are generally measured at 10 In accordance with IAS 39, the Group classifies its financial amortized cost using the effective interest method. assets in the following categories: loans and receivables, 11 available-for-sale financial assets, and financial assets at fair value . They are recorded under the following balance 1-7 Inventories sheet items: “Other equity interests” (Note 14), “Other non- current financial assets” (Note 15), “Trade account receivables” and work-in-progress (Note 18), “Other operating receivables” (Note 19), “Other Inventories of raw materials and supplies are stated at cost, receivables and prepaid expenses” (Note 20) and “Cash and determined by the FIFO method (First-In, First-Out). cash equivalents” (Note 21). Finished and semi-finished products, as well as work-in- The Group does not use the IAS 39 categories of “Held-to- progress, are stated at production cost, determined by the FIFO maturity investments” or “Financial assets held for trading”. method. Production cost includes the cost of raw materials and The Group’s financial liabilities fall within the IAS 39 categories supplies as well as direct and indirect production costs, excluding of (i) financial liabilities at fair value, and (ii) other financial overheads not linked to production and borrowing costs. liabilities measured at amortized cost. They are recorded Work-in-progress includes the costs of internally- under the following balance sheet items: “Short-term debt” and manufactured specific tooling or development work which is “Long-term debt” (Note 26), “Accrued taxes and payroll costs” sold to customers, i.e. where the related risks and rewards (Note 27) and “Other payables” (Note 28). are transferred. These costs are recognized in the income Financial assets and liabilities are broken down into current statement over the period in which the corresponding sales are and non-current components for maturities of less than and made, as each technical stage is validated by the customer, or more than one year, respectively, at the balance sheet date. when the tooling is delivered if the contract does not provide for specific technical stages. B - RECOGNITION AND MEASUREMENT OF FINANCIAL Provisions are booked for inventories for which the probable ASSETS realizable value is lower than cost.

(a) Other equity interests Other equity interests correspond to the Group’s interests in 1-8 Foreign currency transactions the capital of non-consolidated companies. They are carried in the balance sheet at cost. This value is subject to impairment Transactions in foreign currency are converted at the exchange testing based on the most appropriate financial analysis criteria, rate prevailing on the transaction date. Receivables and generally corresponding to the Group’s equity in the underlying payables are converted at the year-end exchange rate and the net assets and the earnings outlook of the company concerned. resulting gain or loss is recorded in the income statement as An impairment loss is recognized where appropriate. operating income or expenses for operating receivables and payables, and under “Other financial income and expense” for other receivables and payables.

Faurecia 2009 REGISTRATION DOCUMENT 103 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 1-9 Derivatives income and expense” in accordance with the alternative method under IAS 19. The impact of changes in the present 2 Faurecia uses derivative instruments traded on organized value of external funds is also recorded under this item. markets or purchased over-the-counter from first-rate 3 counterparties to hedge currency and interest rate risks. They are recorded at fair value in the balance sheet. 1-12 Stock option plans 4 Currency hedges: Stock options are granted to the management executives of The effective portion of changes in the fair value of instruments Group companies and their over 50%-owned subsidiaries, 5 used to hedge future revenues is recorded in equity and taken allowing them to subscribe to new Faurecia shares to operating income when the hedged revenues are received. or to purchase existing shares. Options granted after 6 Changes in the fair value of instruments used to hedge trade November 7, 2002 that had not vested as of January 1, 2005 are measured at fair value as of the grant date using the Black receivables and payables are recorded as operating income or 7 expenses. & Scholes option pricing model. The portion of the change in fair value of these hedges that is The fair value of stock options is recognized in payroll costs on 8 ineffective (time value of the hedges) is recorded under “Other a straight-line basis over the vesting period (the period between financial income and expense” together with changes in the the grant date and the vesting date), with a corresponding fair value of instruments used to hedge other receivables and adjustment to equity. 9 payables. 10 Interest rate hedges: 1-13 Restructuring Changes in the fair value of interest rate hedges are recorded and reorganization provisions 11 directly in “Other financial income and expense” when a hedging relationship cannot be demonstrated under IAS 39, A provision is booked when Group General Management or when the Group has elected not to apply hedge accounting has decided to streamline the organization structure and principles. announced the program to the employees affected by it or their representatives. 1-10 Minority interests 1-14 Revenue recognition This item corresponds to minority shareholders’ interests in the net assets of consolidated subsidiaries. In the case of Sales are recognized when the risks and rewards incidental to subsidiaries with a negative net worth, minority interests are ownership of the modules or parts produced are transferred. deducted from consolidated shareholders’ equity except when This generally corresponds to when the goods are shipped, or an agreement has been signed requiring minority shareholders – in the case of development contracts or the sale of tooling – to contribute to financing the company pro rata to their stake when the technical stages are validated by the customer. If no in the capital. such technical stages are provided for in the contract, sales are recognized when the related development work is completed or the tooling is delivered. 1-11 Provisions for pensions and other employee beneﬁ ts 1-15 Operating income The Group’s liability for pensions and other employee benefits is determined on an actuarial basis using the projected unit Operating income is the Faurecia Group’s principal performance credit method. The valuation takes into account the probability indicator. It corresponds to net income of fully consolidated of employees staying with the Group up to retirement age and companies before: expected future salary levels. Benefit obligations are partially c other operating income and expense, corresponding funded by contributions to external funds. In cases where the to material unusual and non-recurring items including funds are permanently allocated to the benefit plan concerned, reorganization expenses and early retirement costs, the their value is deducted from the related liability. impact of exceptional events such as the discontinuation of Actuarial gains and losses are recognized according to the a business, the closure or sale of an industrial site, disposals corridor method over the expected average remaining working of non-operating buildings, impairment losses recorded for lives of the employees participating in the plans. Periodic property, plant and equipment or intangible assets, as well pension and other employee benefit costs are recognized as as other material and unusual losses; operating expenses over the benefit vesting period, except for the interest cost, which is recorded under “Other financial

104 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 c income from loans, cash investments and marketable 1-17 Use of estimates securities; 2 c finance costs; The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions when 3 c other financial income and expense, which includes the measuring certain assets, liabilities, income, expenses and impact of discounting the pension benefit obligation and obligations. These estimates and assumptions are primarily the return on related plan assets, the ineffective portion used when calculating the impairment of property, plant and 4 of interest rate and currency hedges, changes in value of equipment, intangible assets and goodwill, as well as for interest rate and currency instruments for which a hedging measuring pension and other employee benefit obligations. 5 relationship cannot be demonstrated under IAS 39, and They are based on historical experience and other factors that gains and losses on sales of shares in subsidiaries; are believed to be reasonable under the circumstances. Actual 6 c corporate income tax. results may differ from these estimates and assumptions. The results of the sensitivity tests carried out on the carrying 7 amounts of goodwill, property, plant and equipment and 1-16 Deferred taxes provisions for pensions and other employee benefits are provided in Notes 10, 12 and 25 respectively. In addition, 8 Deferred taxes are recognized using the liability method for Note 11 “Intangible Assets” describes the main assumptions temporary differences arising between the tax bases of assets used for measuring intangible assets. 9 and liabilities and their carrying amounts in the consolidated financial statements. Temporary differences mainly arise 10 from tax loss carryforwards and consolidation adjustments to 1-18 Earnings per share subsidiaries’ accounts. 11 Deferred taxes are determined using tax rates (and laws) that Basic earnings per share are calculated by dividing net income have been enacted or substantially enacted by the balance attributable to owners of the parent by the weighted average sheet date. number of shares outstanding during the year, excluding treasury stock. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available Diluted earnings per share are calculated by the treasury in the short or medium term against which the temporary stock method which consists of multiplying the number of differences can be utilized. outstanding stock options by the ratio between the average exercise price of outstanding stock options and the average Where appropriate, an accrual is booked to cover taxes share price for the year. For the purpose of calculating diluted payable on the distribution of retained earnings of subsidiaries earnings per share, the Group adjusts net income attributable and associates which are not considered as having been to owners of the parent and the weighted average number permanently reinvested. of shares outstanding for the effects of all dilutive potential ordinary shares (such as stock options).

NOTE 2 CHANGES IN SCOPE OF CONSOLIDATION

2-1 2009 Also during the year, Faurecia purchased all of the shares in Al Manufacturers – a South Africa based company operating in Faurecia JIT and Sequencing in Korea (Emissions Control the Vehicles Interiors business – for €2.1 million. Technologies) and Faurecia Automotive Development in Russia Faurecia Technoplast Automotive – a Russian company formed (Interior Systems), both incorporated in 2008, have been fully in 2007 to produce interior modules – was fully consolidated in consolidated in the Group’s 2009 financial statements. 2008 and renamed Faurecia Automotive.

2-2 2008 2-3 Impact on consolidated In 2008, Faurecia set up (i) a new automotive seating trim data of changes in scope cover manufacturer called Faurecia Equipements Automobiles of consolidation Maroc and (ii) Faurecia Exhaust System Rayong in Thailand and Faurecia (WUHU) Exhaust Systems in China to develop, Changes in scope of consolidation did not have a material produce and sell exhaust systems. impact on the Group’s consolidated financial statements.

Faurecia 2009 REGISTRATION DOCUMENT 105 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

NOTE 3 EVENTS AFTER THE BALANCE SHEET DATE 2

3 ACQUISITION OF EMCON TECHNOLOGIES shares to EMCON Holdings, representing 18.95% of Faurecia’s capital and 16.41% of its voting rights. As part of the deal On November 2, 2009, Faurecia announced that on 4 Faurecia also assumed $22.3 million worth of EMCON Holdings’ October 30, 2009 it had signed an agreement to acquire the liabilities. EMCON Technologies group (formerly Arvin Industries) from 5 One Equity Partners LP 11 (OEP), the private equity arm of JP The deal was approved by Faurecia’s shareholders at an Morgan Chase & Co. Extraordinary General Meeting held on February 8, 2010, the date on which the shares were issued and the acquisition 6 EMCON Technologies is a leader in the global exhaust emission completed. control technology industry. Data concerning the EMCON 7 group is provided in the prospectus approved by the AMF on The Group is currently in the process of allocating the purchase January 25, 2010 under visa no. E-10-004. price to EMCON’s assets and liabilities. 8 Faurecia obtained clearance for the transaction from the relevant competition authorities, notably in Europe and the ACQUISITION OF PLASTAL 9 United States, in early 2010. On February 3, 2010, Faurecia signed an agreement with a view The acquisition involved EMCON Holdings transferring to to the acquisition of the German businesses of Plastal, a leading Faurecia all of the shares in the EMCON Technologies group. supplier of plastic exterior parts. The acquisition is subject to 10 As consideration for this transfer Faurecia issued 20,918,224 the approval of the competition authorities and completion of the current reorganization procedure. 11

NOTE 4 INFORMATION BY OPERATING SEGMENT

For internal reporting purposes the Group is structured into the resources. The tables below show a reconciliation between the following four business units based on the type of products and indicators used to measure the performance of each segment services provided: – notably operating income – and the consolidated financial statements. Borrowings, other operating income and expense, c Automotive Seating (design of vehicle seats, manufacture of financial income and expense, and taxes are monitored at seating frames and adjustment mechanisms, and assembly Group level and are not allocated to the various segments. of complete seat units); In accordance with the option available under IFRS 8, the c Emissions Control Technologies (design and manufacture of Automotive Seating and Interior Systems business units have exhaust systems); been aggregated into the Interior Modules segment and the c Interior Systems (design and manufacture of instrument Emissions Control Technologies and Automotive Exteriors units panels, door panels and modules, and acoustic components); have been aggregated into the Other Modules segment. c Automotive Exteriors (design and manufacture of front ends These business units have similar economic characteristics, and safety modules). notably in terms of medium-term earnings outlook, type of customer and manufacturing processes. These business units are managed on an independent basis in terms of reviewing their individual performance and allocating

106 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 4-1 Key fi gures by operating segment 2 2009 3 (in € millions) Interior Modules Other Modules Other Total Sales 6,649.3 2,712.4 205.4 9,567.1 4 Inter-segment eliminations (46.7) (22.8) (205.4) (274.9) 5 Consolidated sales 6,602.6 2,689.6 0.0 9,292.2 Operating income (loss) before allocation of costs (91.6) 50.0 (50.1) (91.7) 6 Allocation of costs (38.7) (11.4) 50.1 0.0 Operating income (loss) (130.3) 38.6 0.0 (91.7) 7 Other operating income and expense (134,1) 8 Finance costs, net (123.0) Other fi nancial income and expense (43.9) 9 Corporate income tax (35.9) Share of net income of associates 11.3 10 NET LOSS FOR THE YEAR (417.3) Segment assets 11 Property, plant and equipment, net 951.2 261.8 11.6 1,224.6 Other 2,374.1 726.1 37.5 3,137.7 TOTAL SEGMENT ASSETS 3,325.3 987.9 49.1 4,362.3 Investments in associates 31.0 31.0 Other equity interests 11.2 Short and long-term fi nancial assets 401.9 Tax assets (current and deferred) 86.5 TOTAL ASSETS 4,892.9 Segment liabilities 2,039.4 667.0 89.3 2,795.7 Borrowings 1,760.3 Tax liabilities (current and deferred) 34.2 Equity and minority interests 302.7 TOTAL LIABILITIES 4,892.9 Capital expenditure 114.6 45.9 8.6 169.1 Depreciation of property, plant and equipment (230.7) (61.6) (3.4) (295.7) Impairment in value of property, plant and equipment (9.8) (1.2) (11.0)

Number of employees 47,407 9,877 1,130 58,414

Faurecia 2009 REGISTRATION DOCUMENT 107 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 2008 2 (in € millions) Interior Modules Other Modules Other Total Sales 8,332.6 3,718.5 219.6 12,270.7 3 Inter-segment eliminations (23.6) (16.8) (219.6) (260.0) Consolidated sales 8,309.0 3,701.7 0.0 12,010.7 4 Operating income (loss) before allocation of costs 3.7 124.1 (36.6) 91.2 5 Allocation of costs (28.3) (8.3) 36.6 Operating income (loss) (24.6) 115.8 0.0 91.2 6 Other operating income and expense (444.3) Finance costs, net (96.3) 7 Other ﬁ nancial income and expense (98.9) 8 Corporate income tax (28.7) Share of net income of associates 7.7 9 NET LOSS FOR THE YEAR (569.3) Segment assets 10 Property, plant and equipment, net 1,058.1 278.3 24.4 1,360.8 11 Other 2,517.7 699.0 20.8 3,237.5 TOTAL SEGMENT ASSETS 3,575.8 977.3 45.2 4,598.3 Investments in associates 40.1 0.0 0.0 40.1 Other equity interests 1.6 Short and long-term ﬁ nancial assets 466.8 Tax assets (current and deferred) 121.0 TOTAL ASSETS 5,227.8 Segment liabilities 2,166.2 678.9 (11.5) 2,833.6 Borrowings 2,079.6 Tax liabilities (current and deferred) 71.1 Equity and minority interests 243.5 TOTAL LIABILITIES 5,227.8 Capital expenditure 253.7 63.1 11.9 328.7 Depreciation of property, plant and equipment (236.4) (63.7) (3.3) (303.4) Impairment in value of property, plant and equipment (10.5) (10.5)

Number of employees 50,720 9,787 850 61,357

108 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 2007 2 (in € millions) Interior Modules Other Modules Other Total Sales 8,758.7 3,958.6 189.3 12,906.6 3 Inter-segment eliminations (37.5) (19.1) (189.3) (245.9) Consolidated sales 8,721.2 3,939.5 0.0 12,660.7 4 Operating income (loss) before allocation of costs 13.7 147.1 (39.7) 121.1 5 Allocation of costs (30.2) (9.5) 39.7 Operating income (loss) (16.5) 137.6 0.0 121.1 6 Other operating income and expense (225.8) Finance costs, net (101.1) 7 Other ﬁ nancial income and expense (13.8) 8 Corporate income tax (13.6) Share of net income of associates 2.3 9 NET LOSS FOR THE YEAR (230.9) Segment assets 10 Property, plant and equipment, net 1,096.8 295.0 17.1 1,408.9 11 Other 3,234.7 1,043.2 18.8 4,296.7 TOTAL SEGMENT ASSETS 4,331.5 1,338.2 35.9 5,705.6 Investments in associates 44.8 0.0 0.0 44.8 Other equity interests 1.8 Short and long-term ﬁ nancial assets 623.7 Tax assets (current and deferred) 85.6 TOTAL ASSETS 6,461.5 Segment liabilities 2,573.4 817.0 3.1 3,393.5 Borrowings 2,197.3 Tax liabilities (current and deferred) 24.4 Equity and minority interests 846.3 TOTAL LIABILITIES 6,461.5 Capital expenditure 249.6 45.5 11.7 306.8 Depreciation of property, plant and equipment (263.4) (47.1) (3.2) (313.7) Impairment in value of property, plant and equipment (23.7) (23.7)

Number of employees 57,467 11,463 783 69,713

Faurecia 2009 REGISTRATION DOCUMENT 109 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 Sales by operating segment break down as follows: 2 (in € millions) 2009 % 2008 % 2007 % Interior modules 3 c Automotive Seating 3,990.9 43 5,004.3 42 5,175.4 41 4 c Interior Systems 2,611.7 28 3,304.7 27 3,545.8 28 6,602.6 71 8,309.0 69 8,721.2 69 5 Other Modules c Emissions Control Technologies 1,826.1 20 2,755.4 23 2,994.4 24 6 c Automotive Exteriors 863.5 9 946.3 8 945.1 7 2,689.6 29 3,701.7 31 3,939.5 31 7 8 TOTAL 9,292.2 100 12,010.7 100 12,660.7 100 9

4-2 Sales by major customer 10

(*) Sales by major customer break down as follows: 11

(in € millions) 2009 % 2008 % 2007 % PSA Peugeot Citroën 2,049.4 22 2,733.9 23 2,918.6 23 VW Group 1,824.7 20 2,156.9 18 2,119.8 17 Renault-Nissan 1,164.3 13 1,273.9 11 1,351.2 11 BMW 857.8 9 1,070.4 9 1,051.0 8 Ford Group 875.1 9 1,114.1 9 1,154.6 9 Other 2,520.9 27 3,661.5 30 4,065.5 32

TOTAL 9,292.2 100 12,010.7 100 12,660.7 100

(*) Invoiced sales.

Invoiced sales may differ from the sales by end customer when products are sold to intermediary assemblers.

110 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 4-3 Key ﬁ gures by geographic area 2 Sales are analyzed by the country of sale; the other items are presented by location of the companies concerned. 3 2009

Other 4 European North South Other (in € millions) France Germany countries America America Asia countries Total 5 Sales 2,059.0 2,334.4 2,413.1 1,077.7 335.1 827.0 245.9 9,292.2 Property, plant and 6 equipment, net 359.6 104.6 443.8 173.2 43.4 73.5 26.5 1,224.6 Capital expenditure 68.7 18.0 43.4 23.2 10.0 15.6 11.2 190.1 7 Number of employees as of December 31 15,530 7,410 18,613 3,842 6,615 4,185 2,219 58,414 8

2008 9

Other 10 European North South Other (in € millions) France Germany countries America America Asia countries Total 11 Sales 2,745.2 3,055.4 3,015.6 1,774.3 329.1 733.0 358.1 12,010.7 Property, plant and equipment, net 419.0 121.1 482.4 149.9 84.1 83.2 21.1 1,360.8 Capital expenditure 102.9 15.7 97.3 32.0 32.4 39.5 10.4 330.2 Number of employees as of December 31 16,489 8,215 20,658 4,618 5,862 3,654 1,861 61,357

2007

Other European North South Other (in € millions) France Germany countries America America Asia countries Total Sales 3,059.8 3,022.1 3,388.9 1,853.6 292.6 752.0 291.7 12,660.7 Property, plant and equipment, net 442.9 143.9 510.6 148.3 82.9 63.0 17.3 1,408.9 Capital expenditure 113.8 15.3 96.8 26.4 29.1 19.4 6.0 306.8 Number of employees as of December 31 20,562 8,724 23,560 6,622 4,820 3,826 1,599 69,713

Faurecia 2009 REGISTRATION DOCUMENT 111 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

NOTE 5 OPERATING EXPENSES 2

3 5-1 Analysis by function 4

(in € millions) 2009 2008 2007 5 Cost of sales (8,840.1) (11,296.8) (11,914.7) Research and development costs (207.9) (269.9) (268.6) 6 Selling and administrative expenses (335.9) (352.8) (356.3) 7 TOTAL (9,383.9) (11,919.5) (12,539.6) 8

9 5-2 Analysis by nature 10 (in € millions) 2009 2008 2007 Purchases used in production (6,049.0) (8,196.8) (8,686.1) 11 External expenses (834.5) (1,075.8) (1,118.2) Payroll costs (1,922.3) (2,257.5) (2,339.8) Taxes other than on income (48.7) (52.4) (55.2) Other income and expense (1) 10.6 101.5 125.3 Depreciation, amortization and provisions for impairment in value of non-current assets (487.0) (467.1) (475.7) Charges to and reversals of other provisions (53.1) 28.6 10.1

TOTAL (9,383.9) (11,919.5) (12,539.6)

(1) Including production taken into inventory or capitalized 78.7 126.3 140.9

5-3 Payroll costs

(in € millions) 2009 2008 2007 Wages and salaries (*) (1,496.5) (1,784.5) (1,854.5) Payroll taxes (425.8) (473.0) (485.3)

TOTAL (1,922.3) (2,257.5) (2,339.8)

(*) O/w temporary employee costs (89.5) (198.2) (236.2)

Details of expenses relating to the Group’s stock option plans and pension costs are provided in Notes 22-2 and 25 respectively.

112 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 5-4 Research and development costs 2

(in € millions) 2009 2008 2007 3 Research and development costs, gross (493.2) (613.0) (613.1) c amounts billed to customers and changes in inventories 361.6 362.5 344.7 4 c capitalized development costs 104.4 144.7 159.2 c amortization of capitalized development costs (161.1) (168.8) (158.3) 5 c charges to and reversals of provisions for impairment in value of capitalized development costs (19.6) 4.7 (1.1) 6 NET EXPENSE (207.9) (269.9) (268.6) 7

8 5-5 Depreciation, amortization and provisions for impairment in value of non-current assets 9

(in € millions) 2009 2008 2007 10 Amortization of capitalized development costs (161.1) (168.8) (158.3) Amortization of other intangible assets (12.1) (9.3) (11.6) 11 Depreciation and impairment of speciﬁ c tooling (12.9) (13.9) (13.3) Depreciation and impairment of other items of property, plant and equipment (281.3) (279.8) (291.4) Provisions for impairment in value of capitalized development costs (19.6) 4.7 (1.1)

TOTAL (487.0) (467.1) (475.7)

NOTE 6 OTHER OPERATING INCOME AND EXPENSE

(in € millions) 2009 2008 2007 Provisions for contingencies 0.0 (2.5) (56.1) Provisions for impairment in value of Vehicle Interiors goodwill 0.0 (247.9) Provisions for impairment in value of Vehicle Interiors assets 0.0 (16.3) (44.3) Other provisions for impairment in value of assets 0.0 (4.0) (20.8) Reorganization expenses (*) (129.5) (165.3) (104.4) Early retirement costs (0.2) 0.1 (0.1) Gains (losses) on disposals of assets, net 6.9 (8.2) 0.7 Other (**) (11.3) (0.2) (0.8)

TOTAL (134.1) (444.3) (225.8)

(*) In 2009, this item included €119.8 million worth of restructuring costs, and €9.7 million in provisions for impairment in value of non-current assets (versus respective amounts of €162.2 million and €3.0 million in 2008, and €101.7 million and €2.7 million in 2007). (**) This item includes in 2009 the acquisition costs relating to the acquisition of Emcon and Plastal in the amount of €7.6 million.

Faurecia 2009 REGISTRATION DOCUMENT 113 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 Restructuring operations 2 Reorganization expenses – which totaled €129.5 million in 2009 and concerned 4,282 employees – break down as follows by country: 3 Number of In € millions employees 4 France (41.8) 639 Germany (29.2) 491 5 Spain (14.1) 348 North America (21.5) 1,600 6 Other (22.9) 1,204 7

TOTAL (129.5) 4,282 8

10 NOTE 7 OTHER FINANCIAL INCOME AND EXPENSE 11

(in € millions) 2009 2008 2007 Impact of discounting pension beneﬁ t obligations (10.5) (9.8) (9.4) Changes in the ineff ective portion of gains and losses on currency hedges (1) (2.9) (37.5) (1.9) Changes in fair value of currency hedges relating to debt (1.7) 1.4 0.8 Changes in fair value of interest rate instruments (2) (6.0) (23.7) (8.7) Translation adjustments on borrowings (14.8) (20.9) 3.1 Gains on sales of securities 0.0 0.1 1.7 Other (8.0) (8.5) 0.6

TOTAL (43.9) (98.9) (13.8)

(1) The expense recorded in 2008 includes an expense of €22 million in changes in the intrinsic value of instruments used as economic hedges of currency risks on forecast transactions which do not qualify for hedge accounting under IAS 39. This unrealized loss was recorded in the income statement in 2008 as it could not be recognized in equity. The instruments concerned correspond to options and if they are exercised at maturity any realized loss would result in a symmetrical gain recorded on the realized transactions. (2) The decrease in the fair value of interest rate instruments relates primarily to changes in the intrinsic value of instruments used as economic hedges of interest rate risks which did not qualify for hedge accounting under IAS 39 as of December 31, 2007. In 2008 a corresponding €20 million gain on changes in interest rates was recorded under financial income.

114 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

NOTE 8 CORPORATE INCOME TAX 2

Corporate income tax can be analyzed as follows: 3

(in € millions) 2009 2008 2007 4 Current taxes c Corporate income tax currently payable (42.2) (34.1) (8.8) 5 c Tax on intercompany dividends, tax reassessments and carrybacks 6 (42.2) (34.1) (8.8) Deferred taxes 7 c Deferred taxes for the year 6.3 20.7 (3.7) 8 c Impairment of deferred tax assets recognized in prior periods (15.3) (1.1) Deferred taxes 6.3 5.4 (4.8) 9

TOTAL (35.9) (28.7) (13.6) 10

11 NEW TAX LEGISLATION APPLICABLE IN FRANCE “value added”. The overall amount of the CET (i.e. the sum of the FROM JANUARY 1, 2010: value added contribution and the land tax levy) is capped at 3% of the company’s value added. Under the French Finance Act for 2010 – which was adopted in December 2009 – as from 2010, local business tax (taxe The value added generated by the Group’s French operations professionnelle) will be abolished and replaced by a new is much higher than their taxable earnings because the French “territorial economic tax” (contribution économique territoriale tax group has reported tax losses for the past several years – CET). The CET comprises (i) a company land tax (contribution whereas the value added figure is positive. Consequently the foncière des entreprises – CFE); and (ii) a contribution based on Group has classified the CET as an operating expense rather companies’ “value added” (cotisation sur la valeur ajoutée des than a component of corporate income tax and the CET due as entreprises – CVAE). The CFE is calculated as a percentage of the from 2010 will be included in the operating income line, in the rental value of real estate assets subject to property tax (taxe same way as the local business tax levied until 2009. foncière) and the CVAE corresponds to 1.5% of the company’s

8-1 Analysis of the tax charge

The effective corporate income tax charge can be reconciled with the theoretical tax charge as follows:

(in € millions) 2009 2008 2007 Income (loss) before tax of fully consolidated companies (392.7) (548.3) (219.6) Tax at standard French tax rate of 34.43% 135.2 188.8 75.6 Impact on deferred taxes of changes in tax rates (2.0) 0.2 (5.3) Impact of diff erent tax rates applicable to foreign subsidiaries (1.4) 2.3 13.8 Tax credits 10.1 21.8 15.3 Utilization of previously unrecognized tax loss carryforwards 6.6 18.2 3.4 Tax loss carryforwards arising during the period for which no deferred tax asset was recognized (183.9) (154.2) (111.6) Impairment of previously recognized tax assets (15.3) (1.1) Permanent diff erences (0.5) (90.5) (3.7)

EFFECTIVE CORPORATE INCOME TAX CHARGE (35.9) (28.7) (13.6)

Faurecia 2009 REGISTRATION DOCUMENT 115 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 8-2 Analysis of tax assets and liabilities 2

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 3 Current taxes c Assets 14.5 29.6 28.4 4 c Liabilities (27.1) (32.9) (13.2) (12.6) (3.3) 15.2 5 Deferred taxes 6 c Assets (*) 72.0 91.4 57.2 c Liabilities (7.1) (38.2) (11.2) 7 64.9 53.2 46.0 (*) of which arising from tax loss carryforwards 45.1 40.4 30.1 8 9 Changes in deferred taxes recorded in the balance sheet can be analyzed as follows:

(in € millions) 2009 2008 2007 10 Net as of January 1 53.2 46.0 38.2 11 c Deferred taxes for the year recorded in the income statement 6.3 20.7 (3.7) c Deferred taxes recognized directly in equity c Impact of exchange rate changes and other movements 5.4 1.8 12.6 c Impairment of deferred tax assets recognized in prior periods (15.3) (1.1) Net as of December 31 64.9 53.2 46.0

8-3 Unrecognized deferred tax assets

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Y+1 5.3 18.1 4.0 Y+2 4.6 3.1 3.3 Y+3 6.7 2.8 3.1 Y+4 12.6 3.7 4.6 Y+5 and beyond 207.9 197.5 162.8 Available indeﬁ nitely 461.2 411.6 378.8

TOTAL 698.3 636.8 556.6

116 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

NOTE 9 EARNINGS (LOSS) PER SHARE 2

(in € millions) 2009 2008 2007 4 Number of shares outstanding at the year-end (1) 89,448,504 24,395,048 24,395,048 Adjustments: 5 c treasury stock (270,814) (270,814) (270,814) c impact of share issues weighted based on the period between 6 the date of the share issue and the year-end (25,843,154) (58,262) BASIC WEIGHTED AVERAGE NUMBER OF SHARES 63,334,536 24,124,234 24,065,972 7 Weighted impact of dilutive instruments: 8 c stock subscription options (2) 4,195 93,935 c bonds with conversion option (3) 11,306,058 9 WEIGHTED AVERAGE NUMBER OF SHARES AFTER DILUTION 74,640,594 24,128,429 24,159,907

(1) Changes in the number of shares outstanding between 2007 and 2009 can be analyzed as follows: 10 As of December 31, 2007: number of Faurecia shares outstanding 24,395,048 c Faurecia stock options exercised in 2008 0 11 As of December 31, 2008: number of Faurecia shares outstanding 24,395,048 Issue of share capital 65,053,456 c Faurecia stock options exercised in 2009 0 As of December 31, 2009: number of Faurecia shares outstanding 89,448,504 (2) As of December 31, 2009, 1,594,223 stock options were outstanding and exercisable, compared with 1,435,183 as of December 31, 2008 and 1,258,303 as of December 31, 2007. The weighted impact of dilutive instruments was calculated using the treasury stock method. In relation to stock options, this method consists of comparing (i) the number of shares that would have been issued if all outstanding stock options had been exercised with (ii) the number of shares that could have been acquired at fair value (i.e. the average Faurecia share price for the year, which was €9.795 in 2009.) (3) The dilutive impact assumes conversion of 100% of the bonds with conversion option.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE Basic and diluted loss per share break down as follows:

(in € millions) 2009 2008 2007 Net loss (433.6) (574.8) (237.5) Basic earnings (loss) per share (6.85) (23.83) (9.87) Diluted earnings (loss) per share (6.85) (23.83) (9.87)

Faurecia 2009 REGISTRATION DOCUMENT 117 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

NOTE 10 GOODWILL 2

3 (in € millions) Gross Impairment Net As of January 1, 2007 1,552.7 (263.4) 1,289.3 4 Acquisitions and minority interest buyouts 10.3 10.3 5 Translation adjustments and other movements (11.0) (11.0) As of December 31, 2007 1,552.0 (263.4) 1,288.6 6 Acquisitions and minority interest buyouts 1.3 1.3 Impairment of goodwill (Vehicle Interiors) (247.9) (247.9) 7 Translation adjustments and other movements (2.5) 0.7 (1.8) 8 As of December 31, 2008 1,550.8 (510.6) 1,040.2 Acquisitions and minority interest buyouts 1.6 1.6 9 Impairment of goodwill (Interior Systems) 0.0 Translation adjustments and other movements (1.8) (0.1) (1.9) 10 As of December 31, 2009 1,550.6 (510.7) 1,039.9 11 Net goodwill breaks down as follows by business:

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Automotive Seating 792.6 792.6 792.5 Interior Systems 0 0 247.0 Automotive Exteriors 96.1 96.1 96.1 Emissions Control Technologies 151.2 151.5 153.0

TOTAL 1,039.9 1,040.2 1,288.6

In accordance with the accounting policies described in Notes applying a growth rate determined based on analysts’ forecast 1.2 and 1.5, the carrying amount of each CGU to which goodwill trends for the automotive market. The growth rate applied in has been allocated has been compared with the higher of the 2009, 2008 and 2007 was 1.5%. CGU’s value in use and market value net of selling costs. Value Faurecia called on an independent expert to calculate the in use corresponds to the present value of net future cash flows weighted average cost of capital used to discount future cash expected to be derived from the assets concerned. flows. The market parameters used in the expert’s calculation The cash flow forecasts used to calculate value in use were were based on a sample of 11 companies operating in the based on the Group’s 2009-2013 medium-term business plan automotive supplier sector (eight in Europe and three in the which was drawn up in mid-2009 and adjusted at the end of United States). Taking into account these parameters and the year based on the latest assumptions in the 2010 budget. a market risk premium of between 5.25% and 5.75%, the The volume assumptions used in the 2010-2013 medium- weighted average cost of capital used to discount future cash term plan are based on external information sources which flows was set at 9.0% (on the basis of a range of values provided forecast a gradual recovery as from 2010. The adjusted cash by the independent expert) in 2009 (8.6% in 2008). This rate flow forecasts also factor in the positive impact of cost savings was applied in the impairment tests carried out on all of the generated by the Challenge 2009 plan. Group’s CGUs as they all bear the same specific risks relating to the automotive supplier sector and a multinational operation The main assumption affecting value in use is the level does not justify using geographically different discount rates. of operating margin used to calculate future cash flows and particularly the terminal value. The operating margin The decrease in the value in use of the Interior Systems assumption for 2013 is 4.0% for the Group as a whole. business at the end of 2008 resulted in the Group fully writing down the residual goodwill on the business which amounted Projected cash flows for the last year of the medium-term to €247.9 million. This write-down was the direct consequence business plan (i.e. 2013) have been projected to perpetuity by of the contraction in both the European and US automotive

118 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 markets, which Faurecia believed would affect automakers’ The tests carried out at end-2009 did not show any indication of orders and lead to lower margins than originally forecast. further impairment in goodwill. 2

The table below shows the sensitivity of the impairment test results to changes in the assumptions used as of December 31, 2009 to 3 determine the value in use of the CGUs to which the Group’s goodwill is allocated: 4 Operating margin Rate used to Growth rate rate used to Value in use less discount future applied to calculate terminal 5 Sensitivity (in € millions) carrying amount cash ﬂ ows +0.5 pt perpetuity -0.5 pt value -0.5 pt Automotive Seating 801.3 (135.9) (110.6) (165.6) 6 Emissions Control Technologies 330.7 (52.7) (43.9) (81.4) Automotive Exteriors 82.1 (14.6) (11.9) (34.1) 7

9 NOTE 11 INTANGIBLE ASSETS 10

Intangible assets can be analyzed as follows: 11

Development Software (in € millions) costs and other Total Net as of January 1, 2007 553.6 22.1 575.7 Additions 159.2 6.3 165.5 Amortization (158.3) (11.6) (169.9) Net additions to provisions (*) (37.5) 0.0 (37.5) Translation adjustments and other movements (22.9) 0.5 (22.4) NET AS OF DECEMBER 31, 2007 494.1 17.3 511.4 Additions 144.7 9.8 154.5 Amortization (168.8) (9.3) (178.1) Net reversals of provisions (*) 1.8 1.8 Translation adjustments and other movements (22.3) 2.5 (19.8) NET AS OF DECEMBER 31, 2008 449.5 20.3 469.8 Additions 104.2 2.6 106.8 Amortization (161.1) (12.1) (173.2) Net additions to provisions (*) (19.6) 0.0 (19.6) Translation adjustments and other movements (3.6 ) 16.7 13.1 NET AS OF DECEMBER 31, 2009 369.4 27.5 396.9 (*) Including €26 million in additions to provisions and €6.4 million in provision reversals for 2009, compared with €6.0 million and €7.8 million respectively for 2008.

The carrying amount of development costs attributed to a The volumes taken into account in Faurecia’s business plans customer contract as well as the corresponding specific tooling are the best estimates of the Group’s marketing department are compared with the present value of the expected net future based on automakers’ forecasts where available. cash flows to be derived from the contract, based on the best possible estimate of future sales.

Faurecia 2009 REGISTRATION DOCUMENT 119 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

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NOTE 12 PROPERTY, PLANT AND EQUIPMENT 2

Other and Plant and Speciﬁ c assets under 3 (in € millions) Land Buildings equipment tooling construction Total NET AS OF JANUARY 1, 2007 58.9 347.3 762.3 27.8 256.6 1 452.9 4 Additions (including own work capitalized) (1) 1.6 28.0 96.1 13.8 169.2 308.7 5 Disposals (2.3) (31.4) (170.0) (11.9) (29.5) (245.1) Depreciation and provisions for impairment 6 in value (0.3) (38.2) (213.8) (13.5) (41.4) (307.2) Non-recurring impairment losses (0.5) (5.8) (13.6) (1.3) (2.5) (23.7) 7 Depreciation written off on disposals 1.5 30.1 152.0 11.9 27.4 222.9 Translation adjustments (0.8) (0.6) (9.2) (0.1) 0.2 (10.5) 8 Other movements (0.5) 19.3 114.2 0.5 (122.6) 10.9 9 NET AS OF DECEMBER 31, 2007 57.6 348.7 718.0 27.2 257.4 1,408.9 Additions (including own work capitalized) (1) 2.2 29.5 128.6 9.4 159.0 328.7 10 Disposals (1.3) (42.2) (175.8) (8.7) (41.1) (269.1) Depreciation and provisions for impairment 11 in value (0.3) (49.3) (205.5) (13.8) (24.8) (293.7) Non-recurring impairment losses 0.1 (5.1) (14.9) (0.3) (0.3) (20.5) Depreciation written off on disposals 1.1 38.5 168.2 8.2 38.8 254.8 Translation adjustments (2.1) (12.2) (26.5) (0.1) (2.7) (43.6) Other movements 0.8 35.2 110.9 2.0 (153.6) (4.7) NET AS OF DECEMBER 31, 2008 58.1 343.1 703.0 23.9 232.7 1,360.8 Additions (including own work capitalized) (1) 1.0 20.8 78.1 15.4 74.8 190.1 Disposals (1.7) (45.2) (171.7) (1.9) (23.4) (243.9) Depreciation and provisions for impairment in value (0.5) (49.4) (216.6) (13.0) (16.2) (295.7) Non-recurring impairment losses (1.2) (2.3) (6.9) (0.2) (0.4) (11.0) Depreciation written off on disposals 0.3 41.9 166.6 1.3 21.5 231.6 Translation adjustments 0.4 4.4 5.2 0.2 1.4 11.6 Other movements 1.1 52.5 95.6 (1.0) (167.1) (18.9) NET AS OF DECEMBER 31, 2009 57.5 365.8 653.3 24.7 123.3 1,224.6 (1) Including assets held under finance leases: In 2007 1.9 In 2008 0.1 In 2009 21.3

120 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

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Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 2 (in € millions) Gross Depreciation Net Gross Net Net Land 64.5 (7.0) 57.5 63.7 58.1 57.6 3 Buildings 945.9 (580.1) 365.8 866.4 343.1 348.7 Plant and equipment 2,654.7 (2,001.4) 653.3 2,660.0 703.0 718.0 4 Speciﬁ c tooling 123.6 (98.9) 24.7 110.2 23.9 27.2 5 Other and assets under construction 406.7 (283.4) 123.3 557.8 232.7 257.4 6

TOTAL 4,195.4 (2,970.8) 1,224.6 4,258.1 1,360.8 1,408.9 7 Including assets held under ﬁ nance leases 94.2 (49.4) 44.8 93.5 31.8 41.3 8

9 The general and corporate assets of the Automotive Seating the value of the assets concerned. A 0.5 percentage point and Interior Systems businesses located in Europe and North change in the discount rate or the operating margin used in the 10 America have been tested for impairment by comparing calculations would not change the test results. Most property, their carrying amounts with their value in use. Value in use plant and equipment is specific and dedicated to customer corresponds to the present value of net future cash flows programs, and utilization rates are therefore largely dependent 11 expected to be derived from the assets in each geographic on activity levels. As an exception, the utilization rate or fixtures area. This impairment test enabled the Group to substantiate and fittings is not monitored globally or systematically.

NOTE 13 INVESTMENTS IN ASSOCIATES

As of December 31, 2009 this item broke down as follows:

Dividends Group share Group share received by Group share of total (in € millions) % interest (*) of equity the Group of sales assets Vanpro Assentos Lda 50% 1.2 0.0 29.1 7.3 Teknik Malzeme 50% 4.8 0.0 29.5 23.8 Copo Ibérica Sa 50% 2.4 0.0 18.6 8.6 Componentes de Vehiculos de Galicia SA 50% 3.0 0.0 6.8 5.4 Faurecia Japon NHK Co. Ltd 50% 0.0 0.0 128.7 33.3 Arsed d.o.o. 50% 0.6 0.0 21.3 8.7 Kwan Jin Faurecia Co Ltd 50% 0.5 0.0 14.4 6.0 SAS Groupe 50% 18.5 (25.0) 1,212.2 303.0

TOTAL - 31.0 (25.0) 1,460.6 396.1

(*) Percent interest held by the company that owns the shares.

SAS is a joint venture with Continental Automotive GmbH financial statements are prepared using SAS Group’s accounts which manufactures full cockpit modules with electronics for the twelve months ended September 30. Specific accounts and circuitry built into the instrument panels. In order to meet drawn up for the SAS Group as of December 31 would not give the Faurecia Group’s publication deadlines, the consolidated rise to any material difference.

Faurecia 2009 REGISTRATION DOCUMENT 121 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 13-1 Movements in investments in associates 2

(in € millions) 2009 2008 2007 3 Group share of equity at beginning of year 40.1 44.8 40.1 Dividends (25.0) (20.0) (1.5) 4 Share of net income of associates 11.3 7.7 2.3 Changes in scope of consolidation 3.9 6.6 - 5 Capital increase 0.7 2.2 3.3 6 Translation adjustments 0.0 (1.2) 0.6 Group share of equity at end of year 31.0 40.1 44.8 7

8 13-2 Group share of assets and liabilities of associates 9

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Non-current assets 32.0 31.4 35.0 10 Current assets 331.1 330.8 400.7 11 Cash and cash equivalents 33.0 40.0 34.6 TOTAL ASSETS 396.1 402.2 470.3 Shareholders’ equity 27.1 40.1 44.8 Borrowings 18.1 21.4 28.1 Other non-current liabilities 24.9 24.1 21.7 Non-ﬁ nancial current liabilities 326.0 316.6 375.7

TOTAL EQUITY AND LIABILITIES 396.1 402.2 470.3

NOTE 14 OTHER EQUITY INTERESTS

Dec. 31, Dec. 31, Dec. 31, 2009 2008 2007

(in € millions) % interest Gross Net Net Net SCI Messei (France) 100 0.4 0.1 0.1 0.1 TFDC (India) (*) 100 3.6 3.6 0.4 0.4 Faurecia Shin Sung (South Korea) 60 4.3 4.3 0.0 0.6 Faurecia Metalloprodukcia (**) 80 2.4 2.4 0.0 0.0 Other - 3.0 0.8 1.1 0.7

TOTAL 13.7 11.2 1.6 1.8

(*) 50%-owned in 2008 and 2007. (**) Newly-formed company in 2009.

122 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

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NOTE 15 OTHER NON-CURRENT FINANCIAL ASSETS 2

3 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 (in € millions) Gross Provisions Net Net Net 4 Long-term loans 22.7 (5.0) 17.7 19.3 21.4 Interest rate derivatives 0.1 0.1 1.4 9.0 5 Other 6.8 (1.2) 5.6 5.8 10.3 6

TOTAL 29.6 (6.2) 23.4 26.5 40.7 7

9 NOTE 16 OTHER NON-CURRENT ASSETS 10

This item includes: 11

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Pension plan surpluses 0.0 0.0 0.1 Guarantee deposits and other 18.9 8.5 7.1

TOTAL 18.9 8.5 7.2

NOTE 17 INVENTORIES

Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007

(in € millions) Gross Provisions Net Net Net Raw materials and other supplies 184.4 (26.8) 157.6 210.6 233.7 Work-in-progress 213.2 (30.2) 183.0 190.3 199.5 Finished and semi-ﬁ nished products 122.9 (24.9) 98.0 125.2 133.0

TOTAL 520.5 (81.9) 438.6 526.1 566.2

Faurecia 2009 REGISTRATION DOCUMENT 123 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

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NOTE 18 TRADE ACCOUNTS RECEIVABLE 2

3 In accordance with an annually renewable trade receivables In 2009, the Group terminated a trade receivables sale sale program set up in May 2007 the Group can sell a portion agreement with one of its banks which had been renewed 4 of the receivables of a number of its French subsidiaries to a on November 30, 2007 for a five-year period. The majority of group of financial institutions. Under the related agreement the receivables sales provided for under this agreement have substantially of all of the risks and rewards relating to the been replaced by an increase in the number of sales under the 5 sold receivables are transferred to the financial institutions above-described program set up in May 2007. In addition, a concerned. new trade receivables sale agreement was entered into with a 6 financial institution in Germany. Other receivables sale agreements have been entered into between certain of the Group’s European subsidiaries and a The following table shows the amount of sold receivables 7 number of their banks, providing for the transfer of substantially with maturities beyond December 31, 2009, 2008 and 2007 all of the risks and rewards of the sold receivables. for which substantially all the risks and rewards have been 8 transferred, and which have therefore been derecognized: 9 (in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Receivables sold and derecognized 290.7 388.5 387.5 10

Individually impaired trade receivables are as follows: 11

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Total trade accounts receivable, gross 1,047.0 972.9 1,655.9 Provisions for impairment of receivables (21.1) (19.0) (20.7)

TOTAL TRADE ACCOUNTS RECEIVABLE, NET 1,025.9 953.9 1,635.2

Write-downs of receivables made following the filing for As of December 31, 2009 past due trade accounts receivable Chapter 11 bankruptcy protection by the US entities of General represented €49.2 million, breaking down as follows: Motors and Chrysler did not represent material amounts. c €24.1 million less than one month past due; Given the high quality of Group counterparties, late payments c €5.9 million between one and two months past due; do not represent a material risk and generally arise from administrative issues. c €3.6 million between two and three months past due; c €5.4 million between three and six months past due; c €10.2 million more than six months past due

NOTE 19 OTHER OPERATING RECEIVABLES

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Prepayments to suppliers 39.5 41.9 68.5 Other (1) 131.5 155.4 187.6

TOTAL 171.0 197.3 256.1

(1) Including recoverable VAT and other taxes. 127.0 149.4 182.7

124 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

NOTE 20 OTHER RECEIVABLES AND PREPAID EXPENSES 2

3 (in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Current maturities of long-term loans 0.1 0.1 0.1 4 Prepaid expenses 4.6 17.0 19.1 Current taxes 14.5 29.6 28.4 5 Other miscellaneous receivables 60.7 33.1 20.0 6

TOTAL 79.9 79.8 67.6 7

9 NOTE 21 CASH AND CASH EQUIVALENTS 10

As of December 31, 2009, cash and cash equivalents included The carrying amount of marketable securities is almost 11 current account balances €292.2 million (December 31, 2008: identical to market value as they are held on a very short term €374.9 million; December 31, 2007: €401.5 million) and basis. short-term investments of €65.6 million (December 31, 2008: €50.8 million; December 31, 2007: €148.6 million).

NOTE 22 EQUITY

22-1 Capital stock 22-2 Employee stock options

Following the €455,374,192 capital increase resulting from the issue at par of 65,053,456 new shares, as of December 31, 2009 A - STOCK SUBSCRIPTION OPTIONS the Company’s capital stock totaled €626,139,528 divided into The Company has a policy of issuing stock options to the 89,448,504 fully paid-up common shares with a par value of management of Group companies and their over 50%-owned €7 each. The Company’s capital is not subject to any external subsidiaries allowing them to subscribe for newly-issued restrictions. Shares which have been registered in the name of Faurecia shares. the same holder for at least two years carry double voting rights. In view of the rights issue carried out during the year, both the As of December 31, 2009, Peugeot SA held 70.86% of Faurecia’s price and number of shares under option had to be adjusted capital and 75.69% of the voting rights. in order to maintain the rights of existing stock option holders. Consequently, as of December 31, 2009 a total of 1,594,223 stock subscription options were outstanding. Exercising these options would result in: c capital stock being increased by €11.1 million; c additional paid-in capital being increased by €56.4 million.

Faurecia 2009 REGISTRATION DOCUMENT 125 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 Details of the stock subscription option plans as of December 31, 2009 are set out in the table below: 2 Of which Start of Date of Board granted exercise 3 Meeting to senior period executive Adjusted management/ Adjusted number 4 Date of Adjusted number executive Expiry of of options Shareholders’ exercise price of options Committee exercise Options Options outstanding as of Meeting (in €) granted members period exercised forfeited Dec. 31, 2009 5 May 3, 1995 May 4, 2000 6 May 31, 1994 24.5075,970 16,050 May 2, 2010 67,410 1,070 7,490 Sept. 13, 7 Sept. 12, 1996 2001 Sept. 11, 8 May 3, 1995 22.92 133,750 42,800 2011 97,905 - 35,845 June 26, 1997 June 27, 2002 9 May 31, 1994 34.40 63,180 17,550 June 25, 2012 36,855 1,755 24,570 June 5, 1997 Feb. 22, 2002 Feb. 23, 2006 10 June 1, 2001 47.01 411,489 81,315 Feb. 22, 2012 32,994 130,689 247,806 11 June 1, 2001 Nov. 28, 2002 Nov. 29, 2006 May 14, 2002 35.65 315,315 118,170 Nov. 27, 2012 106,583 130,010 78,722 April 14, 2004 April 14, 2008 May 14, 2002 49.73 313,560 127,530 April 13, 2014 - 136,890 176,670 April 19, 2005 April 18, 2009 May 25, 2004 54.45 321,750 142,740 April 18, 2015 - 115,830 205,920 April 13, 2006 April 12, 2010 May 23, 2005 45.20 340,800 168,000 April 12, 2016 - 126,600 214,200 April 16, 2007 April 17, 2011 May 23, 2005 44.69 346,200 172,800 April 17, 2017 75,600 270,600 April 10, 2008 April 10, 2012 May 29, 2007 28.38 357,000 174,000 April 10, 2016 - 24,600 332,400

TOTAL 1,594,223

Movements in the aggregate number of options under all of the plans in force were as follows in 2009, 2008 and 2007:

(in € millions) 2009 2008 2007 TOTAL AT BEGINNING OF YEAR 1,435,183 1,258,303 1,265,715 Adjustments following the rights issue 256,093 Options granted 0 297,500 288,500 Options exercised 0 (135,812) Options forfeited (97,053) (120,620) (160,100)

TOTAL AT END OF YEAR 1,594,223 1,435,183 1,258,303

126 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 In accordance with IFRS 2, the six plans issued since November 7, 2002 have been measured at fair value as of the grant date. The measurement was performed using the Black & Scholes option pricing model, based on the following assumptions: 2

Nov. 28, April 14, April 19, April 13, April 16, April 10, 3 2002 plan 2004 plan 2005 plan 2006 plan 2007 plan 2008 plan Option exercise price (as of grant 4 date) (*) €35.65 €49.73 €54.45 €45.20 €44.69 €28.38 Share price as of grant date €41.82 €58.45 €62.05 €53.15 €56.15 €33.10 5 Vesting period 4 years 4 years 4 years 4 years 4 years 4 years Expected share dividend 2.0% 2.0% 2.0% 1.5% 0.0% 0.0% 6 Zero coupon rate 3.57% 3.33% 2.93% 3.50% 4.41% 3.86% 7 Expected share price volatility 40% 40% 40% 30% 30% 30% (*) Adjusted after the rights issue. 8 Changes in fair value are recorded under payroll costs over the vesting period, with a corresponding adjustment to equity. The related expense in 2009 totaled €3.4 million, compared with €3.6 million in 2008. 9

B - STOCK PURCHASE OPTIONS 10 Between 1999 and 2001, the Company granted stock options to the management of Group companies and their over 50%-owned subsidiaries, allowing them to purchase existing Faurecia shares. 11 Taking into account the adjustments required after the rights issue in order to maintain the rights of beneficiaries, a total of 144,589 stock purchase options were outstanding as of December 31, 2009. Details of the stock purchase option plans as of December 31, 2009 are set out in the table below:

Of which Start of Date of Board granted to exercise Adjusted Meeting senior executive period number Adjusted management/ of options Date of Adjusted number executive Expiry of outstanding Shareholders’ exercise of options Committee exercise Options Options as of Meeting price (in €) granted members period exercised forfeited Dec. 31, 2009 June 1, 1999 Sept. 4, 2000 Sept. 4, 2005 May 22, 2000 34.19 297,180 64,233 Sept. 3, 2010 127,436 50,895 118,849 April 26, 2001 April 26, 2005 May 22, 2000 46.59 50,895 46,800 April 25, 2011 19,305 5,850 25,740

TOTAL 144,589

Faurecia 2009 REGISTRATION DOCUMENT 127 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 22-3 Treasury stock c 30,000 shares purchased in 2005 for €1.8 million; 2 c 33,650 shares sold in 2006 for €1.3 million; As of December 31, 2009, Faurecia held 270,814 shares in treasury stock, reflecting the following transactions: c 31,340 shares sold in 2007 for €1.0 million. 3 c 200,000 shares contributed by ECTRA in 1999; The cost of the shares held in treasury stock as of December 31, 2009 totaled €10.4 million, representing an c 4 19,613 shares purchased in 2000 for €0.8 million; average cost of €38.43 per share. c 96,361 shares purchased in 2001 for €4.2 million; These shares are being held for allocation on the exercise 5 c 96,860 shares purchased in 2002 for €3.8 million; of stock options granted to directors and managers of the Group further to decisions of the Board of Directors on c 32,745 shares sold in 2004 for €1.0 million; September 4, 2000 and April 26, 2001. The options outstanding 6 c 74,285 shares sold in 2005 for €2.3 million; as of December 31, 2009 are exercisable for 144,589 shares (see Note 22.2 b). 7

9 NOTE 23 MINORITY INTERESTS 10

Changes in minority interests were as follows: 11

(in € millions) 2009 2008 2007 Balance as of January 1 40.6 44.3 64.2 Minority interests in share issues by subsidiaries 0.0 Other changes in scope of consolidation (*) 0.0 (13.2) Minority interests in net income for the year 16.3 5.5 6.6 Dividends paid to minority shareholders (9.3) (12.3) (11.2) Translation adjustments (1.8) 3.1 (2.1) Balance as of December 31 45.8 40.6 44.3

(*) Of which, Faurecia Sistemas de Automotrices de Mexico (17.3)

128 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

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NOTE 24 LONG- AND SHORT-TERM PROVISIONS 2

3 24-1 Long-term provisions 4

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 5 Provisions for pensions and other employee beneﬁ ts c Pensions 143.2 139.6 155.4 6 c Long-service awards 19.2 19.5 21.1 c Healthcare costs 26.3 27.5 26.6 7 188.7 186.6 203.1 Provisions for early retirement costs 5.2 7.0 6.2 8 9 TOTAL 193.9 193.6 209.3 10 MOVEMENTS IN LONG-TERM PROVISIONS 11 (in € millions) 2009 2008 2007 Balance at beginning of year 193.6 209.3 220.7 Eff ect of changes in scope of consolidation (provision net of plan surpluses) 0.0 0.0 Additions to (reversals) of provisions 22.1 13.3 21.3 Expenses charged to provisions (15.4) (18.3) (13.8) Payments to external funds (8.2) (9.9) (17.7) Other movements 1.8 (0.8) (1.2) Balance at end of year 193.9 193.6 209.3

24-2 Short-term provisions

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Restructuring 157.8 200.4 153.6 Risks on contracts and customer warranties 56.7 48.9 84.5 Claims and litigation 47.4 25.4 26.3 Other 58.4 42.6 33.6

TOTAL 320.3 317.3 298.0

Faurecia 2009 REGISTRATION DOCUMENT 129 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 Movements in these provisions in 2009 were as follows: 2 Changes in scope of 3 consolidation Balance as of and other Balance as of Dec. 31, 2008 Additions Utilizations Reversals (*) movements Dec. 31, 2009 4 Restructuring 200.4 135.5 (173.9) (6.7) 2.5 157.8 Risks on contracts 5 and customer warranties 48.9 41.1 (34.6) (0.1) 1.4 56.7 6 Claims and litigation 25.5 26.7 (5.5) (0.1) 0.9 47.4 Other 42.5 22.8 (10.2) 0.0 3.2 58.4 7

TOTAL 317.3 226.0 (224.2) (6.9) 8.0 320.3 8

(*) Surplus provisions. 9

CLAIMS AND LITIGATION technology, is subject to a claim concerning electrostatic 10 filtration that has been brought before the courts following its In the normal course of business, the Group may be involved in unsuccessful cooperation with a service provider. This case is disputes with its customers, suppliers, tax authorities in France continuing before the Paris District Court (Tribunal de Grande 11 or abroad, or other third parties. Instance) and the Paris Court of Appeal (Cour d’Appel). The The appeal court ruling in the dispute between Faurecia Group considers that the residual risks and impact of these Interior Systems USA Inc. and Multimatic over a breach of a proceedings are not material. confidentiality agreement was handed down on December 22, To the best of the Group’s knowledge, no other claims or 2009. The impact on the consolidated financial statements was litigation are in progress or pending that are likely to have a not material. material impact on the Group’s consolidated financial position. Faurecia Systèmes d’Echappement, which has long acquired expertise in conventional impregnated ceramic-based filtration

NOTE 25 PROVISIONS FOR PENSIONS AND OTHER EMPLOYEE BENEFITS

25-1 Projected beneﬁ t obligation

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Projected beneﬁ t obligation c Pension beneﬁ t obligations 222.9 226.1 260.5 c Long-service awards 19.2 19.5 21.1 c Healthcare costs 36.5 34.8 30.6

TOTAL 278.6 280.4 312.2

Funded status: c Provisions booked in the accounts 188.7 186.6 203.1 c External funds (market value) 83.6 75.2 101.3 c Plan surpluses (1) 0.0 0.0 (0.1) c Actuarial gains and losses 6.3 18.6 7.9

TOTAL 278.6 280.4 312.2

(1) Pension plan surpluses are included in “Other non-current assets”.

130 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 25-2 Pension liability c staff turnover assumptions based on the economic conditions specific to each country and/or Group company; 2 c mortality assumptions specific to each country; A - DESCRIPTION OF THE PLANS 3 c estimated future salary levels until retirement age, based In addition to the pension benefits provided under local on inflation assumptions and forecasts of individual salary legislation in the various countries where Group companies increases for each country; 4 are located, Group employees are entitled to supplementary pension benefits and retirement bonuses. c the expected return on external funds; 5 c discount and inflation rates (or differential) based on local B - ASSUMPTIONS USED conditions. 6 The Group’s obligations under these plans are determined on an actuarial basis, using the following assumptions: 7 c retirement age – generally between 60 and 65 for employees in France; 8 The main actuarial assumptions used in the past three years to measure the pension liability are as follows: 9 (in %) Eurozone United Kingdom United States Discount rate 10 2009 5.00% 5.83% 5.75% 11 2008 5.50% 5.93% 6.70% 2007 5.25% 5.00% 6.25% Inﬂ ation rate 2009 2.00% 3.50% 2.70% 2008 2.00% 3.00% 0.09% 2007 2.00% 2.70% 2.00% Expected return on external funds 2009 3.20% 7.76% 7.50% 2008 2.79% 7.35% 7.61% 2007 3.47% 7.53% 8.00%

C - INFORMATION ON EXTERNAL FUNDS External funds are invested as follows:

2009 2008 2007

(in %) Equities Bonds Equities Bonds Equities Bonds France 11% 89% 15% 85% 13% 87% United Kingdom 69% 31% 67% 33% 70% 30% United States 63% 37% 59% 41% 63% 37%

Faurecia 2009 REGISTRATION DOCUMENT 131 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 D - PROVISION FOR THE PENSION LIABILITY RECORDED IN THE BALANCE SHEET 2 2009 2008 2007 Outside Outside Outside 3 (in € millions) France France Total France France Total France France Total Balance of provision 4 at beginning of year 71.0 68.6 139.6 78.9 76.4 155.3 86.4 78.8 165.2 Eff ect of changes 5 in scope of consolidation (provision net of plan 6 surpluses) Allocations for the year 9.8 5.9 15.7 2.4 3.9 6.3 9.3 5.1 14.4 7 Expenses charged to the provision (1.7) (3.1) (4.8) (4.4) (4.2) (8.6) (3.3) (2.1) (5.4) 8 Payments to external funds (2.1) (6.1) (8.2) (5.9 ) (3.9) (9.8) (13.5) (4.2) (17.7) 9

Other movements 0.9 0.9 0.0 (3.6) (3.6) (1.2) (1.2) 10 Balance of provision at end of year 77.0 66.2 143.2 71.0 68.6 139.6 78.9 76.4 155.3 11

132 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 E - CHANGES IN THE PENSION LIABILITY 2 2009 2008 2007 Outside Outside Outside 3 (in € millions) France France Total France France Total France France Total PROJECTED BENEFIT OBLIGATION 4 At beginning of year 97.1 129.0 226.1 114.4 146.1 260.5 127.6 163.4 291.0 Service cost 6.7 2.2 8.9 8.5 3.0 11.5 8.4 3.2 11.6 5 Interest cost 5.7 7.5 13.2 6.4 7.7 14.1 6.1 7.9 14.0 Beneﬁ ts paid (8.4) (6.4) (14.8) (13.9) (7.3) (21.2) (11.9) (5.6) (17.5) 6 Change in fair value of external funds 7 - in value terms (18.3) 8.6 (9.7) (11.2) (10.7) (21.9) (8.8) (14.5) (23.2) - as a % of total 8 commitments Other movements 9 (including translation adjustment) 0.0 1.6 1.6 0.0 (9.4) (9.4) 0.0 (8.4) (8.4) 10 Curtailment – Settlement (2.4) 0.0 (2.4) (11.7) (0.4) (12.1) (7.1) (7.1) Impact of plan 11 amendments 0.0 0.0 0.0 4.6 0.0 4.6 0.0 0.0 0.0 At end of year 80.4 142.5 222.9 97.1 129.0 226.1 114.4 146.1 260.5 FUNDED STATUS At beginning of year 17.1 58.1 75.2 20.2 81.0 101.2 14.8 82.4 97.2 Expected return on external funds 0.6 3.9 4.5 0.6 5.5 6.1 0.5 5.9 6.3 Change in fair value of external funds - in value terms (0.6) 4.9 4.4 (0.1) (21.9) (22.0) 0.0 (0.4) (0.4) - as a % of total commitments Other movements (including translation adjustment) 0.0 1.3 1.3 0.0 (7.0) (7.0) 0.0 (7.4) (7.4) Employer contributions 2.1 6.1 8.1 5.9 4.0 9.9 13.5 4.2 17.7 Beneﬁ ts paid (6.6) (3.3) (9.9) (9.5) (3.0) (12.5) (8.6) (3.5) (12.1) Curtailment – Settlement 0.0 0.0 0.0 0.0 (0.5) (0.5) 0.0 0.0 0.0 Impact of plan amendments At end of year 12.6 71.0 83.6 17.1 58.1 75.2 20.2 81.0 101.3 DEFERRED ITEMS At beginning of year 9.0 2.3 11.3 15.2 (11.3) 3.9 26.4 2.4 28.8 New deferred items (17.8) 3.6 (14.2) (11.1) 11.2 0.1 (8.8) (14.1) (22.9) Amortization of deferred items (0.2) (0.1) (0.3) (0.6) 1.3 0.7 (1.4) 0.1 (1.2) Other movements (including translation adjustment) 0.0 (0.5) (0.5) 0.0 1.1 1.1 0.0 0.2 0.2 Curtailment – Settlement (0.2) 0.0 (0.2) 0.9 0.0 0.9 (1.0) 0.0 (1.0) Impact of plan amendments 0.0 0.0 0.0 4.6 0.0 4.6 0.0 0.0 0.0 At end of year (9.2) 5.3 (3.9) 9.0 2.3 11.3 15.2 (11.3) 3.9 Balance of provision at end of year 77.0 66.2 143.2 71.0 68.6 139.6 79.0 76.4 155.3

Faurecia 2009 REGISTRATION DOCUMENT 133 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 F - PERIODIC PENSION COST c in “Other financial income and expense” for the portion relating to the expected return on external funds and interest cost. 2 Periodic pension cost is recognized: c in “Operating income” for the portion relating to service cost 3 and amortization of deferred items;

Periodic pension cost can be analyzed as follows: 4

2009 2008 2007 5 Outside Outside Outside (in € millions) France France Total France France Total France France Total 6 Service cost (6.7) (2.2) (8.9) (8.5) (3.0) (11.5) (8.4) (3.2) (11.6) Interest cost (5.7) (7.5) (13.2) (6.4) (7.7) (14.1) (6.1) (7.9) (14.0) 7 Change in top-up scheme 8 Actual return on external funds 0.6 3.9 4.5 0.6 5.5 6.1 0.5 5.9 6.4 9 Curtailment – Settlement 2.2 0.0 2.2 12.5 0.0 12.5 6.1 0.0 6.1 Amortization of deferred 10 items (0.2) (0.1) (0.3) (0.6) 1.3 0.7 (1.4) 0.1 (1.3) 11 TOTAL (9.8) (5.9) (15.7) (2.4) (3.9) (6.3) (9.3) (5.1) (14.4)

a) The new supplementary pension scheme set up in 2006 for c an €8.4 million decrease relating to lump-sum all managerial employees in France comprises: retirement bonuses and rights to capital for supplementary pension schemes; c a defined contribution plan relating to salary tranches A and B, whose contribution rate varies depending on c a €2.4 million decrease relating to staff reduction plans the employee’s seniority within Faurecia; in 2009; c a defined benefit plan relating to salary tranche C. c a €18.3 million decrease resulting from actuarial gains and losses, including a €6.2 million increase relating The benefits under the defined benefit plan previously in place to the discount rate, a €9.3 million decrease relating to have been maintained for managers aged over 53 with at least the staff turnover rate and an €15.2 million decrease ten years’ seniority as of December 31, 2005. for changes in other assumptions and experience b) In compliance with the French Social Security Financing adjustments. Act for 2009, which prohibits compulsory retirement d) The defined benefit plan that existed within one of the for employees aged between 65 and 70, the G roup Group’s US subsidiaries was closed to new participants in used only voluntary retirement assumptions as from 2005 and the benefits of existing participants have been January 1, 2010 when calculating its pension liability as of frozen. December 31, 2009.

c) The Group’s pension liability decreased by €16.7 million in G - THE GROUP’S PENSION LIABILITY IN FRANCE 2009, reflecting the following: A 0.25 point increase in the difference between the discount c a €12.4 million increase relating to service cost and and inflation rate applied would lead to a 5.20% decrease in interest cost for 2009; total service cost and a 2.38% reduction in the projected benefit obligation.

134 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 25-3 Long-service awards 2 The Group calculates its liability for the payment of long-service awards using the same method and assumptions as for its pension liability. A provision has been set aside for long-service awards, as follows: 3

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 4 French companies 8.5 9.0 10.4 Foreign companies 10.7 10.5 10.7 5

TOTAL 19.2 19.5 21.1 6

7 25-4 Healthcare costs 8 In addition to pension plans, some Group companies – mainly in the United States – cover the healthcare costs of their employees. The related liability can be analyzed as follows: 9

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 10 Foreign companies 26.3 27.5 26.6 11 TOTAL 26.3 27.5 26.6

The impact of a one percentage point increase in medical The impact of a one percentage point decrease in medical cost cost trend rates would be a 10% rise in total service cost trend rates would be an 8% reduction in total service cost and and financial expenses and a 9% rise in the projected benefit financial expenses and a 9% reduction in the projected benefit obligation. obligation.

Expenses recognized in connection with this liability break down as follows:

(in € millions) 2009 2008 2007 Service cost (2.5) (3.1) (3.0) Interest cost (*) (1.9) (1.7) (1.7) Curtailment (0.3) 0.4 0.0 Amortization of deferred items 0.3 (0.7) (0.4)

TOTAL (4.4) (5.1) (5.1)

(*) Interest cost is recorded under “Other financial income and expense”.

Faurecia 2009 REGISTRATION DOCUMENT 135 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

NOTE 26 NET DEBT 2

3 26-1 Detailed breakdown 4

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 5 Bonds 183.7 300.0 300.0 Bank borrowings 869.1 956.4 822.6 6 Loan from PSA 128.0 194.0 0.0 Other borrowings 6.3 8.5 9.9 7 Obligations under ﬁ nance leases 29.4 17.0 27.5 Non-current derivatives 15.7 15.8 0 8 SUB-TOTAL – NON-CURRENT FINANCIAL LIABILITIES 1,232.2 1,491.7 1,160.0 9 Current portion of long-term debt 36.2 31.4 45.5 Short-term borrowings (1) 486.6 509.9 971.4 10 Payments issued (2) (a) 0.0 6.6 Current derivatives 5.4 4.9 (17.4) 11 SUB-TOTAL – CURRENT FINANCIAL LIABILITIES 528.2 546.2 1,006.1

TOTAL 1,760.4 2,037.9 2,166.1

Derivatives classiﬁ ed under non-current and current assets (1.4) (7.4) Cash and cash equivalents (b) (357.8) (425.7) (550.1) NET DEBT 1,401.2 1,604.8 1,616.0 Net cash and cash equivalents (b) – (a) 357.8 425.7 543.5

(1) Including bank accounts 128.0 112.5 117.6 (2) Payments awaiting clearance by the bank as they fall due on a non-banking day. The contra-entry is an increase in cash and equivalents under assets.

26-2 Maturities of long-term debt

2015 and (in € millions) 2011 2012 2013 2014 beyond Total OCEANE bonds 183.7 183.7 Plain vanilla bonds 0.0 Bank borrowings 331.4 295.5 226.6 1.2 14.4 869.1 Loan from PSA 80.0 48.0 128.0 Other borrowings 1.2 1.1 2.4 1.3 0.3 6.3 Obligations under ﬁ nance leases 7.1 3.7 1.5 1.2 15.9 29.4

TOTAL AT DECEMBER 31, 2009 339.7 380.3 278.5 3.7 214.3 1,216.5

136 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 26-3 OCEANE bonds, Eurobond November 2012 following the option by the banks to extend a and syndicated credit facility tranche expiring in November 2011 by an additional year. 2 The banks can extend by a further year the tranche that is Since November 28, 2008, Faurecia has had access to a currently due to expire in November 2012 and by one or two 3 €1,420 million credit facility comprising a syndicated bank years the tranche currently due to expire in November 2011. loan of €1,170 million and a €250 million loan from Faurecia’s As of December 31, 2009 the undrawn portion of this credit 4 majority shareholder PSA Peugeot Citroën. The two loans are facility amounted to €690 million. correlated so that the drawdowns made by Faurecia on the PSA Peugeot Citroën loan are proportionate to those made on The contracts relating to this credit facility include covenants, 5 the syndicated bank loan, based on the same rates and periods. notably a change of control clause relating to PSA and provisions The overall facility is divided into (i) a €710 million tranche concerning compliance with consolidated financial ratios. As 6 expiring in November 2013, (ii) a €150 million tranche expiring of December 31, 2009, the Group complied with all of these in November 2011, and (iii) a €560 million tranche expiring in ratios. In addition, a net debt ceiling of €1,800 million was set 7 for December 31, 2009, June 30, 2010 and December 31, 2010.

The other financial ratios with which the Group is required to comply are as follows: 8

Adjusted net debt (*)/EBITDA (**) EBITDA (**)/net interest 9 Ceiling Floor 10 June 30, 2009 Not applied Not applied December 31, 2009 4.75:1 4:1 11 June 30, 2010 4.50:1 4:1 December 31, 2010 4:1 4.25:1 June 30, 2011 and subsequent six-month periods 3.5:1 4.50:1 (*) Adjusted net debt = consolidated net debt + adjustments for certain commitments given, based on definitions provided in the credit agreement (e.g. mortgages or collateralized liabilities). (**) Earnings before interest, tax, depreciation and amortization = Operating income + depreciation, amortization and provisions for impairment in value of property, plant and equipment and intangible assets, corresponding to the past twelve months (except at December 31, 2009, which corresponds to two times the six previous months).

Furthermore, any assets disposal representing over 15% of the the number of outstanding bonds is less than 10% of the total Group’s total consolidated assets requires the prior approval of number of bonds issued. banks representing two-thirds of the syndicate. The bonds can be converted by their holders at any time as from On November 26, 2009 Faurecia issued €211.3 million worth of their date of issue. The criteria relating to their compulsory OCEANE bonds convertible into new shares or exchangeable for early redemption are the same as those described above for existing shares. The bonds mature on January 1, 2015 and bear the syndicated credit facility. annual interest of 4.50% payable on January 1 each year, as In accordance with IAS 39, the fair value of the OCEANE bonds from January 1, 2011. Each bond has a nominal value of €18.69. is split into two components: Faurecia may redeem the bonds in advance at any time as from c a liability component calculated based on prevailing market January 15, 2013, at a price equal to their nominal value plus interest rates for similar bonds with no conversion option. accrued interest, provided that all of the outstanding bonds This component has been recognized at amortized cost in are redeemed and the product of (i) the conversion/exchange an amount of €183.7 million net of the related issue costs, ratio at the date concerned and (ii) the arithmetic mean of the based on an effective interest rate of 7.6%; opening quoted prices for the Company’s shares on Euronext Paris calculated over twenty consecutive trading days, as c an equity component corresponding to the conversion selected by the Company from the 40 trading days preceding option, calculated based on the difference between the fair the date of notice of such early redemption, exceeds 130% of value of the OCEANE bonds and the liability component. This the nominal value of the bonds. component has been recognized in equity in an amount of €23.3 million net of the related issue costs. Faurecia also has the option of redeeming (i) all or some of the bonds at any time by repurchasing them either on or off- On October 5, 2005 Faurecia carried out a €300 million market or by means of public tender or exchange offers, or issue of plain vanilla bonds, redeemable in October 2010. As (ii) all of the bonds, at nominal value plus accrued interest, if the bond covenants were breached as of June 30, 2009, the bondholders were entitled to require their early redemption.

Faurecia 2009 REGISTRATION DOCUMENT 137 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 Out of the initial amount issued, €291.5 million worth of the banks. The credit facility, which expires at end-January 2011, bonds were redeemed on August 14, 2009, partially financed is subject to the same financial ratio covenants as the above- 2 by a €205 million credit facility granted by a pool of French mentioned syndicated credit facility. 3 CONTRACTUAL MATURITY ANALYSIS OF FINANCIAL ASSETS AND LIABILITIES AS OF DECEMBER 31, 2009 4 Carrying amount Remaining contractual maturities Within 3 3-6 6-12 1-5 Beyond 5 (in € millions) Assets Liabilities Total months months months years 5 years Other non-current fi nancial assets 23.5 23.5 23.5 6 Loans and receivables 18.9 18.9 18.9 Other current fi nancial assets 1.7 1.7 1.6 0.1 7 Trade accounts receivable 1,025.9 1,025.9 1,019 4.1 2.8 Cash and cash equivalents 357.8 357.8 357.8 8 Current fi nancial liabilities (excluding derivatives) (522.8) (527.6) (514.3) (1.6) (11.7) 9 Trade accounts payable (1,730.6) (1,730.7) (1,722.3) (2.8) (5.6) 10 Bonds (excluding interest) 2009 OCEANE bond issue (183.7) (211.3) 11 Bank borrowings Syndicated credit facility (602.0) (602.0) (602.0) Club Deal (205.0) (205.0) (205.0) Other (62.1) (62.1) Loan from PSA (128.0) (128.0) 0.0 0.0 0.0 (128,0) 0.0 Interest on borrowings --- - Syndicated credit facility --(128.2) (9.8) (9.8) (19.9) (88.7) - Bond issue --(0.3) (0.1) (0.1) (0.1) - Club Deal --(11.3) (2.8) (2.8) (5.6) (0.1) - OCEANE bond issue --(41.2) (2.0) (2.0) (4.0) (33.2) - Other bank credit facilities --1.2 (0.4) (0.4) (0.4) - Other borrowings (6.3) (6.3) Obligations under fi nance leases (LT portion) (29.4) (29.4) (13.5) (15.9) Interest rate derivatives 0.2 (17.7) (17.5) - - (2.4) (15.1) - c o/w fair value hedges (0.4) (0.4) (0.4) c o/w cash fl ow hedges 0.2 (11.3) (11.1) (0.9) (10.2) c o/w derivatives not qualifying for hedge accounting under IFRS 0.0 (6.0) (6.0) (1.5) (4.5) Currency derivatives 1.7 - 1.7 1.7 - - - - c o/w fair value hedges - 0.0 c o/w cash fl ow hedges 0.5 0.5 0.5 c o/w hedges not qualifying for hedge accounting under IFRS 1.2 1.2 1.2

TOTAL 1,431.6 (3,505.3) (2,015.8) (871.7) (17.2) (52.7) (1,126.7) (227.2)

138 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 26-4 Securitization and factoring programs 2 Part of Faurecia’s financing requirements is met through receivables sale programs (see Note 18). In December 2009, financing under these programs – corresponding to the cash received as consideration for the receivables sold – 3 totaled €440.8 million versus €604.5 million as of December 31, 2008. 4 (in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Financing 481.5 626.6 723.1 5 Guarantee reserve deducted from borrowings (40.7) (22.1) (27.6) 6 Cash received as consideration for receivables sold 440.8 604.5 695.5 Receivables sold and derecognized (290.7) (388.5) (387.5) 7

8 26-5 Analysis of borrowings by interest rate and currency

As of December 31, 2009, 80.9% of the Group’s borrowings were at variable rates, before taking into account the impact of hedging. 9 Derivatives have been set up to partially hedge interest payable on variable rate borrowings against increases in interest rates (see 10 Note 30.2). 11 (in € millions) Dec. 31, 2009 Variable rate borrowings 1,368.7 80.9% Fixed rate borrowings 322.9 19.1%

TOTAL 1,691.6 100.0%

Borrowings (taking into account currency swaps) break down as follows by repayment currency:

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Euro 1,233.2 72.9% 1,533.6 75.5% 1,704.1 78.7% US dollar 242.6 14.3% 239.2 11.8% 262.9 12.1% Other currencies 215.8 12.8% 257.6 12.7% 199.1 9.2%

TOTAL 1,691.6 2,030.5 2,166.1

As of December 31, 2009 the weighted average interest rate on outstanding borrowings was 5.41%.

Faurecia 2009 REGISTRATION DOCUMENT 139 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

NOTE 27 ACCRUED TAXES AND PAYROLL COSTS 2

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 4 Accrued payroll costs 181.7 174.5 194.9 Accrued payroll taxes 106.2 111.7 113.7 5 Employee proﬁ t-sharing 1.2 2.4 3.1 Other 82.6 77.5 116.0 6

7 TOTAL 371.7 366.1 427.7 8

9 NOTE 28 OTHER PAYABLES 10

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Due to suppliers of non-current assets 19.2 44.0 45.0 Deferred income 47.2 54.1 42.4 Current taxes 27.1 32.9 13.2 Other 29.7 44.3 12.6 Currency derivatives for operations 0.0 40.0 0.0

TOTAL 123.2 215.3 113.2

140 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

NOTE 29 FINANCIAL INSTRUMENTS 2

3 29-1 Financial instruments recorded in the balance sheet 4 Dec. 31, 2009 Breakdown by category of instrument (1) 5 Financial assets/ liabilities Financial 6 at fair assets/ Financial value liabilities at Available- liabilities through fair value for-sale measured at 7 Carrying profi t or through fi nancial Loans and amortized (in € millions) amount Fair value loss (2) equity (2) assets receivables cost 8 Other equity interests 11.2 11.2 11.2 Other non-current 9 fi nancial assets 23.3 23.3 23.3 Trade accounts 10 receivable 1,025.9 1,025.9 1,025.9 Other operating 11 receivables 171.0 171.0 171.0 Other receivables and prepaid expenses 79.9 79.9 79.9 Currency derivatives 1.7 1.7 1.2 0.5 0.0 Interest rate derivatives 0.2 0.2 0.2 0.0 Cash and cash equivalents 357.8 357.8 357.8 TOTAL FINANCIAL ASSETS 1,671.0 1,671.0 359.2 0.5 11.2 1,300.1 0.0 Long-term debt (*) 1,216.5 1,216.5 1,216.5 Short-term debt 528.7 528.7 528.7 Prepayments from customers 80.8 80.8 80.8 Trade payables 1,730.6 1,730.6 1,730.6 Accrued taxes and payroll costs 371.7 371.7 371.7 Other payables 123.2 123.2 123.2 Currency derivatives 0.0 0.0 0.0 0.0 Interest rate derivatives 17.7 17.7 7.6 10.1 TOTAL FINANCIAL LIABILITIES 4,069.2 4,069.2 7.6 10.1 0.0 2,306.3 1,745.2 (*) The market value of the OCEANE bonds, on the basis of the closing price at December 31, 2009 of €18.95, amounted to €214.25 million. On the balance sheet, OCEANE is divided into a debt amount representing the value of the bond component excluding the conversion option and a component recognized in equity which represents the value of the share conversion option.

Faurecia 2009 REGISTRATION DOCUMENT 141 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

Dec. 31, 2008 Breakdown by category of instrument (1) 2 Financial Financial assets/ assets/ Financial liabilities at liabilities at Available- liabilities 3 fair value fair value for-sale measured at Carrying through profi t through fi nancial Loans and amortized 4 (in € millions) amount Fair value or loss (2) equity (2) assets receivables cost Other equity interests 1.6 1.6 1.6 5 Other non-current fi nancial assets 25.1 25.1 25.1 6 Trade accounts receivable 954.0 954.0 954.0 7 Other operating receivables 197.3 197.3 197.3 8 Other receivables and prepaid expenses 79.8 79.8 79.8 9 Currency derivatives 4.8 4.8 4.8 Interest rate derivatives 2.6 2.6 2.6 10 Cash and cash equivalents 425.7 425.7 425.7 11 TOTAL FINANCIAL ASSETS 1,690.9 1,690.9 433.1 0.0 1.6 1,256.1 0.0 Long-term debt 1,475.9 1,475.9 1,475.9 Short-term debt 541.2 541.2 541.2 Prepayments from customers 118.8 118.8 118.8 Trade payables 1,695.2 1,695.2 1,695.2 Accrued taxes and payroll costs 366.1 366.1 366.1 Other payables 175.3 175.3 175.3 Currency derivatives 40.0 40.0 37.7 2.3 Interest rate derivatives 20.7 20.7 9.2 11.5 TOTAL FINANCIAL LIABILITIES 4,433.2 4,433.2 46.9 13.8 0.0 2,355.4 2,017.1 (1) No financial instruments were transferred between categories in 2009 or 2008. (2) All of the instruments in this category are financial assets or liabilities designated as measured at fair value through profit or loss on initial recognition in accordance with the criteria set out in Note 1-6.

142 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

Dec. 31, 2007 Breakdown by category of instrument (1) 2 Financial Financial assets/ Financial assets/ liabilities at Available- liabilities 3 liabilities at fair fair value for-sale measured at Carrying Fair value through through fi nancial Loans and amortized 4 (in € millions) amount value profi t or loss (2) equity (2) assets receivables cost Other equity interests 1.8 1.8 1.8 5 Other non-current fi nancial assets 31.7 31.7 31.7 6 Trade accounts receivable 1,635.2 1,635.2 1,635.2 7 Other operating receivables 256.1 256.1 256.1 8 Other receivables and prepaid expenses 39.2 39.2 39.2 9 Currency derivatives 10.0 10.0 1.3 8.7 Interest rate derivatives 24.7 24.7 24.7 10 Cash and cash equivalents 550.1 550.1 550.1 11 TOTAL FINANCIAL ASSETS 2,548.8 2,548.8 576.1 8.7 1.8 1,962.2 0.0 Long-term debt 1,160.0 1,160.0 1,160.0 Short-term debt 1,023.5 1,023.5 1,023.5 Prepayments from customers 195.9 195.9 195.9 Trade payables 2,162.6 2,162.6 2,162.6 Accrued taxes and payroll costs 427.7 427.7 427.7 Other payables 100.0 100.0 100.0 Currency derivatives 0.0 0.0 Interest rate derivatives 10.9 10.9 10.9 TOTAL FINANCIAL LIABILITIES 5,080.6 5,080.6 10.9 0.0 0.0 2,886.2 2,183.5 (1) No financial instruments were transferred between categories in 2009 or 2008. (2) All of the instruments in this category are financial assets or liabilities designated as measured at fair value through profit or loss on initial recognition in accordance with the criteria set out in Note 1-6.

Faurecia 2009 REGISTRATION DOCUMENT 143 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 The main measurement methods applied are as follows: c the Group’s debt is primarily measured at amortized cost using the effective interest method; 2 c items accounted for at fair value through profit or loss, as well as hedging instruments, are measured using a valuation c the fair value of trade receivables and payables related to technique based on (i) rates quoted on the interbank market, manufacturing and sales operations corresponds to their 3 such as Euribor; and (ii) exchange rates set daily by the carrying amount in view of their very short maturities. European Central Bank; 4

The impact of financial instruments on income can be analyzed as follows: 5

2009 Breakdown by category of instrument 6 Financial assets/ Available- Financial liabilities at fair for-sale liabilities Income statement value through fi nancial Loans and measured at 7 (in € millions) impact profi t or loss assets receivables amortized cost Derivatives Translation diff erences 8 on commercial transactions 0.1 2.4 (2.3) Income from loans, 9 cash investments and marketable securities 12.3 12.3 10 Finance costs (135.3) (135.3) Other fi nancial income 11 and expense (10.2) 0.4 (10.6) Net income (expense) (133.1) 12.3 0.0 2.8 (135.3) (12.9)

2008 Breakdown by category of instrument Financial assets/ Available- Financial liabilities at fair for-sale liabilities Income statement value through fi nancial Loans and measured at (in € millions) impact profi t or loss assets receivables amortized cost Derivatives Translation diff erences on commercial transactions Income from loans, cash investments and marketable securities 34.0 34.0 Finance costs (130.3) (130.3) Other fi nancial income and expense (63.3) (3.5) (59.8) Net income (expense) (159.6) 34.0 0.0 (3.5) (130.3) (59.8)

144 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

2007 Breakdown by category of instrument 2 Financial assets/ Available- Financial liabilities at fair for-sale liabilities Income statement value through fi nancial Loans and measured at 3 (in € millions) impact profi t or loss assets receivables amortized cost Derivatives Translation diff erences 4 on commercial transactions 8.9 8.5 0.4 Income from loans, 5 cash investments and marketable securities 15.9 15.9 6 Finance costs (117.0) (117.0) Other fi nancial income 7 and expense (6.7) 3.1 (9.8) Changes in the ineff ective 8 portion of gains and losses on currency hedges 9 Net income (expense) (98.9) 15.9 0.0 11.6 (117.0) (9.4) 10 Movements in provisions for impairment break down as follows by category of financial asset: 11 Changes in scope of Reversals consolidation At Dec. 31, of surplus and other At Dec. 31, (in € millions) 2008 Additions Utilizations provisions movements 2009 Doubtful accounts (19.0) (8.9) 6.9 (0.1) (21.1) Shares in non-consolidated companies (5.6) 3.0 (2.6) Non-current fi nancial assets (9.3) 0.0 3.7 (0.6) (6.2) Other receivables (1.2) (0.2) 0.2 (1.2)

TOTAL (35.1) (9.1) 10.8 3.0 (0.7) (31.1)

29-2 Financial instruments – fair value hierarchy

The Group’s financial instruments that are measured at fair value break down as follows by level of fair value measurement: Level 1 (quoted prices in active markets) for short-term cash investments; Level 2 (inputs based on observable market data) for currency and interest rate instruments.

Faurecia 2009 REGISTRATION DOCUMENT 145 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

NOTE 30 HEDGING OF CURRENCY AND INTEREST RATE RISKS 2

30-1 Hedging of currency risks currency as the subsidiary’s related exposure. Currency risks on 3 forecast transactions are hedged on the basis of estimated cash Currency risks relating to the commercial transactions of flows determined in forecasts validated by General Management, 4 the Group’s subsidiaries are managed centrally by Faurecia, and the related derivatives are classified as cash flow hedges principally using forward purchase and sale contracts and where a hedging relationship exists that meets the criteria in options as well as foreign currency financing. The Group IAS 39. 5 Finance and Treasury Department – which reports to Group Subsidiaries outside the eurozone are granted inter-company General Management – is responsible for managing this loans in their operating currencies. Although these loans 6 centralized system. Hedging decisions are made by a Market are refinanced in euros and eliminated in consolidation, they Risk Management Committee that meets on a monthly basis. contribute to the Group’s currency risk exposure and are 7 Faurecia hedges its commercial positions either through therefore hedged through swaps. derivatives or by setting up loans denominated in the same 8

As of December 31, 2009 9 Currencies giving rise to foreign currency exposure (in € millions) USD CZK CAD MXN GBP PLN ZAR 10 Trade receivables (net of payables) 13.4 (3.4) (8.4) (2.3) 5.4 (4.1) (3.2) Financial assets (net of liabilities) (*) 242.6 89.0 22.2 17.2 58.1 0.0 14.8 11 Forecast transactions (**) 6.9 (14.6) (11.6) (14.9) (23.7) (63.9) 3.6 Net position before hedging 262.9 71.0 2.2 (0.0) 39.8 (68.0) 15.2 Currency hedges (256.1) (78.4) (11.9) 5.4 (43.3) 45.7 (15.7) Net position after hedging 6.8 (7.4) (9.7) 5.4 (3.5) (22.3) (0.5) (*) Including inter-company financing. (**) Commercial exposure forecast for the next six months.

As of December 31, 2008

Currencies giving rise to foreign currency exposure (in € millions) USD CZK CAD MXN GBP PLN ZAR Trade receivables (net of payables) (9.1) (7.5) 0.2 (4.2) 5.8 (28.2) (1.8) Financial assets (net of liabilities) (*) 233.1 28.1 46.5 14.7 43.9 112.1 0.0 Forecast transactions 51.5 (86.0) (39.5) (15.5) (3.0) (145.0) 0.0 Net position before hedging 275.5 (65.4) 7.2 (5.0) 46.7 (61.1) (1.8) Currency hedges (**) (278.4) 37.7 32.3 15.5 (40.9) (1.4) 1.8 Net position after hedging (2.9) (27.7) 39.5 10.5 5.8 (62.5) 0.0 (*) Including inter-company financing. (**) Including tunnels

As of December 31, 2007

Currencies giving rise to foreign currency exposure (in € millions) USD CZK CAD MXN GBP PLN ZAR Trade receivables (net of payables) 12.5 (21.4) (1.4) (14.3) 9.0 (42.0) (12.4) Financial assets (net of liabilities) (*) 243.0 53.1 16.6 25.8 56.8 121.8 0.0 Forecast transactions 6.0 (12.0) (24.5) (6.8) (15.0) (138.0) 3.3 Net position before hedging 261.6 19.7 (9.3) 4.7 50.8 (58.2) (9.2) Currency hedges (**) (253.0) (10.1) 3.0 6.8 (41.8) 65.2 9.4 Net position after hedging 8.6 9.6 (6.2) 11.5 9.0 7.0 0.2 (*) Including inter-company financing. (**) Including tunnels.

Currency hedges are recognized in the balance sheet at fair value, determined based on measurements confirmed by banking counterparties.

146 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 Information on hedged notional amounts 2 As of December 31, 2009 Carrying amount Maturities Notional Within Beyond 3 Assets Liabilities amount* 1 year 1 to 5 years 5 years Fair value hedges 4 c forward currency contracts 0.1 (0.1) 4.0 4.0 0.0 c currency options 0.0 0.0 0.0 0.0 0.0 5 c inter-company loans in foreign currencies swapped for euros 2.2 (1.0) 523.7 523.7 0.0 6 Cash ﬂ ow hedges 0.0 c forward currency contracts 1.1 (0.6) 114.2 114.2 0.0 7 c currency options 0.0 0.0 0.0 0.0 0.0 8 Not eligible for hedge accounting 0.0 0.0 0.0 0.0 0.0 3.5 (1.7) 9 * Notional amounts based on absolute values. 10 As of December 31, 2008 Carrying amount Maturities Notional Within Beyond 11 Assets Liabilities amount 1 year 1 to 5 years 5 years Fair value hedges c forward currency contracts (1.7) 37.6 37.6 c currency options c inter-company loans in foreign currencies swapped for euros 4.8 421.0 421.0 Cash ﬂ ow hedges c forward currency contracts c currency options (2.5) 280.0 280.0 Not eligible for hedge accounting 44.2 50.0 50.0 4.8 40.0 of which currency hedges for operations 40.0 of which hedges of receivables and borrowings 4.8

As of December 31, 2007 Carrying amount Maturities Notional Within Beyond Assets Liabilities amount 1 year 1 to 5 years 5 years Fair value hedges c forward currency contracts (0.1) 14.0 14.0 c currency options c inter-company loans in foreign currencies swapped for euros 3.6 415.4 415.4 Cash ﬂ ow hedges c forward currency contracts 0.1 c currency options 7.9 225.7 225.7 Not eligible for hedge accounting (1.5) 11.6 (1.6) of which currency hedges for operations 6.4 of which hedges of receivables and borrowings 3.6 of which hedges of receivables and borrowings 0.6

Faurecia 2009 REGISTRATION DOCUMENT 147 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 The sensitivity of Group income and equity as of December 31, 2009 to a fluctuation in exchange rates against the euro is as follows for the main currencies to which the Group is exposed: 2

Currency USD CZK CAD MXN GBP PLN ZAR 3 1.44 26.47 1.51 18.92 0.89 4.10 10.67 Currency ﬂ uctuation scenario 4 (depreciation of currency/EUR) 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Exchange rate after currency 5 depreciation 1.51 27.80 1.59 19.87 0.93 4.31 11.20 Pre-tax impact on income (in € millions) (1.27) (0.04) (0.71) (0.17) (0.39) 0.21 0.09 6 Impact on equity (in € millions) 0.65 (0.51) 0.00 (0.04) (0.72) (2.15) 0.06 7

These impacts reflect (i) the effect on the income statement of 30-2 Interest rate hedges 8 currency fluctuations on the year-end valuation of assets and liabilities recognized in the balance sheet, net of the impact of Faurecia manages the hedging of interest rate risks on a central 9 the change in the intrinsic value of hedging instruments (both basis, through the Group Finance and Treasury Department those qualifying and not qualifying as fair value hedges) and (ii) which reports to Group General Management. Hedging the effect on equity of the change in the intrinsic value of hedging decisions are made by a Market Risk Management Committee 10 instruments for derivatives qualifying as cash flow hedges. that meets on a monthly basis. 11 The table below shows the Group’s interest rate position, with assets, liabilities and derivatives broken down into fixed or variable rates. Financial assets include cash and cash equivalents and interest rate hedges include interest rate swaps as well as in-the- money options.

As of Dec. 31, 2009 Within 1 year 1 to 2 years 2 to 5 years Beyond 5 years Total Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable (in € millions) rate rate rate rate rate rate rate rate rate rate Financial assets 286.0 0.0 286.0 Financial liabilities (8.5) (428.7) (129.7) (624.0) (184.7) (311.0) 0.0 0.0 (322.9) (1,363.7) Net position before hedging (8.5) (142.7) (129.7) (624.0) (184.7) (311.0) 0.0 0.0 (322.9) (1,077.7) Interest rate hedges (34.7) 34.7 (297.8) 297.8 67.5 (67.5) 0.0 0.0 (265.0) 265.0 Net position after hedging (43.2) (108.0) (427.6) (326.2) (117.2) (378.5) 0.0 0.0 (587.9) (812.7)

As of Dec. 31, 2008 Within 1 year 1 to 2 years 2 to 5 years Beyond 5 years Total Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable (in € millions) rate rate rate rate rate rate rate rate rate rate Financial assets 321.3 0.0 321.3 Financial liabilities 0.0 (426.0) (401.0) (585.0) 0.0 (515.0) 0.0 0.0 (401.0) (1,526.0) Net position before hedging 0.0 (104.7) (401.0) (585.0) 0.0 (515.0) 0.0 0.0 (401.0) (1,204.7) Interest rate hedges 0.0 0.0 (186.8) 186.8 (87.6) 87.6 0.0 0.0 (274.4) 274.4 Net position after hedging 0.0 (104.7) (587.8) (398.2) (87.6) (427.4) 0.0 0.0 (675.4) (930.3)

148 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

As of Dec. 31, 2007 Within 1 year 1 to 2 years 2 to 5 years Beyond 5 years Total 2 Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable (in € millions) rate rate rate rate rate rate rate rate rate rate 3 Financial assets 457.1 0.0 457.1 4 Financial liabilities 0.0 (867.7) (405.5) (800.0) 0.0 0.0 0.0 0.0 (405.5) (1,667.7) 5 Net position before hedging 0.0 (410.6) (405.5) (800.0) 0.0 0.0 0.0 0.0 (405.5) (1,210.6) 6 Interest rate hedges (1,275.0) 1,275.0 (1,293.9) 1,293.9 (105.8) 105.8 0.0 0.0 (2,674.6) 2,674.6 7 Net position after hedging (1,275.0) 864.4 (1,699.4) 493.9 (105.8) 105.8 0.0 0.0 (3,080.1) 1,464.1 8

9 The financial assets in the above table correspond to cash and Since 2008 certain of the Group’s derivatives have qualified cash equivalents held by the Company that are invested at for hedge accounting under IAS 39. The other derivatives variable rates. Interest rate hedges include interest rate swaps purchased by the Group constitute economic hedges of interest 10 as well as in-the-money options. rate risks on borrowings but do not qualify for hedge accounting under IAS 39. As a result, changes in the fair value of these The aim of the Group’s interest rate hedging policy is to reduce 11 instruments are recognized directly in the income statement the impact of changes in short-term rates on the consolidated under “Other financial income and expense”. income statement as the majority of its borrowings are at variable rates. The hedges set up primarily comprise euro- and Interest rate hedging instruments are recognized in the balance dollar-denominated caps and other option-based structures as sheet at fair value, determined based on measurements well as, to a lesser extent, swaps. They cover the majority of the confirmed by banking counterparties. interest payable in 2010 and a portion of that payable in 2011 and in 2012 against a significant rise in rates.

The notional amounts of the Group’s interest hedges break down as follows:

As of Dec. 31, 2009 Carrying amount Notional amount by maturity Beyond 5 (in € millions) Assets Liabilities Within 1 year 1 to 5 years years Interest rate options 0.2 1,600 150 - Variable rate/ﬁ xed rate swaps 17.7 570 843 - Floors 0.0 - c Accrued premiums payable 3.5

TOTAL 0.2 21.2 2,170 993 -

As of Dec. 31, 2008 Carrying amount Notional amount by maturity Within Beyond (in € millions) Assets Liabilities 1 year 1 to 5 years 5 years Interest rate options 1.4 1,915 1,750 - Variable rate/ﬁ xed rate swaps 14.3 301 865 - Floors 1.2 0.0 36 - c Accrued premiums payable 6.4

TOTAL 2.6 20.7 2,252 2,615 -

Faurecia 2009 REGISTRATION DOCUMENT 149 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1

As of Dec. 31, 2007 Carrying amount Notional amount by maturity 2 Within Beyond (in € millions) Assets Liabilities 1 year 1 to 5 years 5 years 3 Variable rate/ﬁ xed rate swaps 3.1 2.9 176 561 - Interest rate options 19.6 2,062 2,610 4 Floors 2.0 59 34 - c Accrued premiums payable 8.0 5 6 TOTAL 24.7 10.9 2,297 3,205 - 7

In view of the sharp decrease in short-term rates during 2009, The sensitivity tests performed, assuming a 100 bp increase or 8 a number of the Group’s options-based interest rate hedges decrease in average interest rates compared to the yield curve are out of the money. A rise in short-term rates would therefore as of December 31, 2009 show that the positive or negative have an impact on financial expense. effect on financial expense can be estimated at €10 million, 9 taking into account the profile of the Group’s debt and In addition, a fluctuation in interest rates would affect “Other derivatives in place as of December 31, 2009. 10 financial income and expense” due to the resulting change in the fair value of derivatives set up to hedge interest payable in Faurecia’s counterparty risk in relation to its derivatives is not 2010 and 2011. significant as the majority of its derivatives are set up with leading 11 banks with strong ratings that form part of its banking pool.

150 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1

NOTE 31 COMMITMENTS GIVEN AND CONTINGENT LIABILITIES 2

3 31-1 Commitments given 4

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 5 Future minimum lease payments under operating leases 104.6 109.7 82.0 Debt collateral: 6 c mortgages 12.3 11.6 14.6 Other debt guarantees 27.5 20.1 22.8 7 Firm orders for property, plant and equipment 83.5 108.3 130.1 Other 0.6 1.7 4.6 8 9 TOTAL 228.5 251.4 254.1 10 Future minimum lease payments under operating leases break down as follows: 11 (in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Y+1 26.3 29.8 25.6 Y+2 20.4 22.7 20.3 Y+3 15.0 14.5 14.2 Y+4 11.5 11.8 7.0 Y+5 and beyond 31.4 30.9 14.9

TOTAL 104.6 109.7 82.0

Expiry dates of mortgages and guarantees:

(in € millions) Dec. 31, 2009 Within 1 year 18.8 1 to 5 years 10.9 Beyond 5 years 10.1

TOTAL 39.8

Faurecia 2009 REGISTRATION DOCUMENT 151 Consolidated ﬁ nancial statements 9 Notes to the consolidated ﬁ nancial statements

< CONTENTS > 1 31-2 Contingent liabilities In 2009, the average utilization rate of this entitlement was 5.0%. 2 The number of unused accumulated training hours at the INDIVIDUAL TRAINING ENTITLEMENT year-end totaled 1,559,758. No provision was recorded in the financial statements for these individual training entitlements 3 In accordance with the provisions of French Act no. 2004-391 as the Group does not have sufficiently reliable historical data dated May 4, 2004 relating to professional training, employees to accurately estimate the related contingent liability. The 4 of the Group’s French companies are entitled to at least twenty potential impact is not, however, considered to be material. hours of training per calendar year, which may be carried forward for up to six years. If all or part of the entitlement is not 5 used within six years, it is capped at 120 hours. 6

NOTE 32 RELATED PARTY TRANSACTIONS 8

9 32-1 Transactions with PSA Peugeot These transactions (including with companies accounted for by the equity method by the PSA Peugeot Citroën Group) are 10 Citroën recognized as follows in the Group’s consolidated financial The Faurecia Group is managed independently and transactions statements: 11 with the PSA Peugeot Citroën Group are conducted on arm’s length terms.

(in € millions) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Sales 2,049.4 2,733.9 2,918.6 Purchases of products, services and materials 10.6 20.9 28.2 Receivables(*) 447.7 488.6 705.0 Payables (**) 154.5 265.5 59.3 (*) After no-recourse sales of receivables amounting to: 192.4 300.9 259.3 (**) Including borrowings amounting to: 128.0 194.0

32-2 Management compensation including directors’ fees of €232,750 compared with the year- earlier figures of €5,694,475 and €195,400 respectively. Total compensation for 2009 awarded to the members of the No Faurecia stock subscription options were awarded to Board of Directors and the Group Executive Committee serving management during the year. in this capacity at December 31, 2009 amounted to €5,246,942,

152 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 9

> < CONTENTS > 1 NOTE 33 FEES PAID TO THE STATUTORY AUDITORS 2

3 PricewaterhouseCoopers Ernst & Young Amount (excl. VAT) % Amount (excl. VAT) % 4

(in € millions) 2009 2008 2009 2008 2009 2008 2009 2008 5 Audit Statutory and contractual 6 audits 1.6 1.6 100.0% 94.1% 3.2 2.9 100.0% 96.7% Faurecia 0.3 0.4 18.8% 23.5% 0.3 0.3 9.4% 10.0% 7 Fully-consolidated companies 1.3 1.2 81.3% 70.6% 2.9 2.6 90.6% 86.7% 8 Other 0.0 0.1 0.0% 5.9% 0.0 0.1 0.0% 3.3% Faurecia 0.0 0.1 0.0% 5.9% 0.0 0.0 0.0% 0.0% 9 Fully-consolidated companies 0.0 0.0 0.0% 0.0% 0.0 0.1 0.0% 3.3% 10 SUB-TOTAL 1.6 1.7 100.0% 100.0% 3.2 3.0 100.0% 100.0% Other services provided 11 by the network to fully consolidated companies 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% Legal and tax advisory services Fully-consolidated companies 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% Other (disclosure required where > 10% of audit fees) 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% SUB-TOTAL 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0%

TOTAL 1.6 1.7 100.0% 100.0% 3.2 3.0 100.0% 100.0%

NOTE 34 INFORMATION ON THE CONSOLIDATING COMPANY

The consolidated accounts of the Faurecia Group are included As of December 31, 2009, Peugeot SA held 70.86% of the in the consolidated financial statements of the PSA Peugeot capital and 75.69% of the voting rights of Faurecia SA. Citroën Group, 75 avenue de la Grande Armée, 75116 Paris, France.

NOTE 35 DIVIDENDS

The Board of Directors proposes that no dividend be paid with respect to the 2009 fiscal year.

Faurecia 2009 REGISTRATION DOCUMENT 153 Consolidated ﬁ nancial statements 9 Consolidated companies as of December 31, 2009

< CONTENTS > 1 9.6. Consolidated companies 2 as of December 31, 2009 3 4

% interest of the 5 Country parent company % control (1) I – FULLY CONSOLIDATED COMPANIES 6 Faurecia France Parent company Financière Faurecia “ 100.00 100.00 7 SFEA - Société Foncière pour l’Equipement Automobile “ 100.00 100.00 Faurecia Investments “ 100.00 100.00 8 Faurecia Services Groupe “ 100.00 100.00 9 Faurecia Global Purchasing “ 100.00 100.00 Faurecia Exhaust International “ 100.00 100.00 10 COMINGEST France 100.00 100.00 Société Internationale de Participations (S.I.P) Belgium 100.00 100.00 11 Faurecia Netherlands Holding BV Netherlands 100.00 100.00 United Parts Exhaust Systems AB Sweden 100.00 100.00 Faurecia USA Holdings, Inc United States 100.00 100.00 Faurecia (China) Holding Co. Ltd China 100.00 100.00 Interior modules Faurecia Sièges d’Automobile SAS France 100.00 100.00 Faurecia Industries “ 100.00 100.00 Faurecia Automotive Holdings “ 100.00 100.00 EAK Composants pour l’Automobile SAS “ 51.00 51.00 EAK Composants pour l’Automobile SNC “ 51.00 51.00 Trecia “ 100.00 100.00 Siebret “ 100.00 100.00 Siemar “ 100.00 100.00 Sienor “ 100.00 100.00 Sieto “ 100.00 100.00 Sotexo “ 100.00 100.00 Siedoubs “ 100.00 100.00 Sielest “ 100.00 100.00 ECSA-Etudes et Construction de Sièges pour l’Automobile “ 100.00 100.00 Faurecia Interieur Industrie SNC “ 100.00 100.00 Faurecia Automotive Industrie SNC “ 100.00 100.00 Automotive Sandouville “ 100.00 100.00 Société Automobile du Cuir de Vesoul “ 100.00 100.00 Faurecia Autositze GmbH Germany 100.00 100.00 Faurecia Automotive GmbH “ 100.00 100.00 Faurecia Innenraum Systeme GmbH “ 100.00 100.00

(1) Total interest of fully-consolidated companies.

154 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Consolidated companies as of December 31, 2009 9

> < CONTENTS > 1

% interest of the Country parent company % control (1) 2 Faurecia Industrie NV Belgium 100.00 100.00 3 Faurecia Asientos Para Automovil Espana SA Spain 100.00 100.00 Asientos de Castilla Leon SA “ 100.00 100.00 4 Asientos del Norte SA “ 100.00 100.00 Industrias Cousin Frères SL “ 50.01 50.01 5 Tecnoconfort “ 50.00 50.00 6 Faurecia Automotive Espana SL “ 100.00 100.00 Faurecia Interior Systems Espana SA “ 100.00 100.00 7 Faurecia Interior Systems SALC Espana SL “ 100.00 100.00 Cartera e inversiones Enrich SA “ 100.00 100.00 8 Asientos de Galicia SL “ 100.00 100.00 9 Valencia Modulos de Puerta SL “ 100.00 100.00 Faurecia AST Luxembourg S.A. Luxembourg 100.00 100.00 10 Faurecia Automotive Seating BV Netherlands 100.00 100.00 Faurecia Assentos de Automovel, Limitada Portugal 100.00 100.00 11 Sasal “ 100.00 100.00 Faurecia Sistemas de Interior de Portugal. Componentes para Automovel SA “ 100.00 100.00 EDA -Estofagem de Assentos Lda “ 100.00 100.00 Faurecia Automotive Seating UK Ltd United Kingdom 100.00 100.00 Faurecia Midlands Ltd “ 100.00 100.00 SAI Automotive Fradley Ltd “ 100.00 100.00 SAI Automotive Washington Ltd “ 100.00 100.00 Faurecia Interior Systems Sweden AB Sweden 100.00 100.00 Faurecia Fotele Samochodowe Sp.Zo.o Poland 100.00 100.00 Faurecia Walbrzych Sp Zo.o “ 100.00 100.00 Faurecia Legnica Sp Zo.o “ 100.00 100.00 Faurecia Grojec R&D Center Sp. Zo.o (formerly Faurecia Pologne Systemy Kierowwicze Sp.Zo.o) “ 100.00 100.00 Faurecia Gorzow Sp Zo.o “ 100.00 100.00 Faurecia Lecotex a.s. Czech Republic 100.00 100.00 Faurecia Interior Systems Bohemia (formerly SAI Automotive Bohemia Sro) “ 100.00 100.00 Faurecia Components Pisek S.r.o. “ 100.00 100.00 Faurecia Seating Talmaciu Sro Romania 100.00 100.00 Euro Auto Plastic Systems S.R.L. “ 50.00 50.00 Faurecia Leather Kosice Sro Slovakia 100.00 100.00 Faurecia Slovakia Sro “ 100.00 100.00 Faurecia Interior Systems Bratislava Sro “ 100.00 100.00 Faurecia Poliﬂ eks Otomotiv Sanayi Ve Ticaret Anonim Sirketi Turkey 100.00 100.00 Faurecia Azin Pars Company Iran 51.00 51.00 Faurecia Interior Systems South Africa (Proprietary) Ltd South Africa 100.00 100.00

(1) Total interest of fully-consolidated companies.

Faurecia 2009 REGISTRATION DOCUMENT 155 Consolidated ﬁ nancial statements 9 Consolidated companies as of December 31, 2009

< CONTENTS > 1

% interest of the Country parent company % control (1) 2 Ai Manufacturers (PTY) Ltd “ 100.00 100.00 3 Société Tunisienne d’Equipements Automobiles Tunisia 100.00 100.00 Faurecia Automotive Seating Canada Ltd Canada 100.00 100.00 4 Faurecia Automotive Seating Inc. United States 100.00 100.00 Faurecia Interior Systems Inc. “ 100.00 100.00 5 Faurecia Argentina SA Argentina 100.00 100.00 6 Faurecia Automotive do Brasil Ltda Brazil 100.00 100.00 Faurecia Sistemas Automotrices de Mexico SA de CV Mexico 100.00 100.00 7 Servicios Corporativos de Personal Especializado, S.A. de C.V. “ 100.00 100.00 Faurecia Interior Systems Mexico, SA de C.V. “ 100.00 100.00 8 CFXAS (Changchun Faurecia Xuyang Automotive Seating Co, Ltd) China 60.00 60.00 9 Faurecia (Changchun) Automotive Systems Co., Ltd “ 100.00 100.00 Faurecia-GSK (Wuhan) Automotive Seating Co., Ltd “ 51.00 51.00 10 Faurecia (Wuxi) Seating Components Co., Ltd “ 100.00 100.00 Faurecia (Shanghai) Management Cy, Ltd “ 100.00 100.00 11 Faurecia (Shanghai) Automotive Systems Co, Ltd “ 100.00 100.00 Faurecia (Wuhan) Automotive Seating Co, Ltd “ 100.00 100.00 Faurecia Trim Korea Ltd South Korea 100.00 100.00 Faurecia Automotive Seating India Private Ltd India 100.00 100.00 Faurecia Japan KK Japan 100.00 100.00 Faurecia Equipements Automobiles Maroc Morocco 100.00 100.00 000 Faurecia Automotive Russia 100.00 100.00 000 Faurecia Automotive Development “ 100.00 100.00 Other modules Faurecia Systèmes d’Echappement France 100.00 100.00 Faurecia Bloc Avant (merged with Faurecia Cooling System) “ 100.00 100.00 Faurecia Abgastechnik GmbH Germany 100.00 100.00 Faurecia Kunststoff e Automobilsysteme GmbH “ 100.00 100.00 Leistritz Abgastechnik Stollberg GmbH “ 100.00 100.00 Faurecia Sistemas de Escape Espana,SA Spain 100.00 100.00 Faurecia Sistemas de Escape Portugal Lda Portugal 100.00 100.00 Faurecia Exhaust Systems AB Sweden 100.00 100.00 Faurecia Magyarorszag Kipufogo-Rendszer Kft Hungary 100.00 100.00 Faurecia Exhaust Systems S.r.o Czech Republic 100.00 100.00 Faurecia Automotive Czech Republic S.r.o. “ 100.00 100.00 Faurecia Exhaust Systems South Africa (Proprietary), Ltd. South Africa 100.00 100.00 Faurecia Exhaust Systems, Inc. United States 100.00 100.00 Faurecia Sistemas de Escape Argentina SA Argentina 100.00 100.00 Faurecia Sistemas de Escapamento do Brasil Ltda Brazil 100.00 100.00

(1) Total interest of fully-consolidated companies.

156 Faurecia 2009 REGISTRATION DOCUMENT Consolidated ﬁ nancial statements Consolidated companies as of December 31, 2009 9

> < CONTENTS > 1

% interest of the Country parent company % control (1) 2 Faurecia Exhaust Mexicana, SA de CV Mexico 100.00 100.00 3 Exhaust Services Mexicana, SA de CV “ 100.00 100.00 Faurecia Honghu Exhaust Systems Shanghai Co., Ltd) 4 (formerly SHEESC) China 51.00 51.00 Faurecia Tongda Exhaust System (Wuhan) Co., Ltd (formerly TEEC) “ 50.00 50.00 5 Faurecia Exhaust Systems Changchun “ 51.00 51.00 Faurecia (Shanghai) Business Consulting Cy “ 100.00 100.00 6 Faurecia (Qingdao) Exhaust Systems Co., Ltd “ 100.00 100.00 7 Faurecia (Wuxu) Exhaust Systems Co. Ltd China 100.00 100.00 Faurecia Exhaust Systems Korea South Korea 100.00 100.00 8 Faurecia Emissions Control Systems Korea (formerly Daeki Faurecia Corporation) “ 100.00 100.00 9 Faurecia JIT and Sequencing Korea “ 100.00 100.00 Faurecia Exhaust System Rayong Co Ltd Thailand 100.00 100.00 10 II – COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD 11 Interior modules Componentes de Vehiculos de Galicia SA Spain 50.00 50.00 Copo Iberica SA “ 50.00 50.00 Vanpro Assentos Lda Portugal 50.00 50.00 ARSED Doo Slovenia 50.00 50.00 Teknik Malzeme Ticaret Ve Sanayi A.S. Turkey 50.00 50.00 Kwang Jin Faurecia Co. Limited South Korea 50.00 50.00 Faurecia NHK Co Ltd Japan 50.00 50.00 Sas group SAS Automotive France France 50.00 50.00 Cockpit Automotive Systems Douai SNC “ 50.00 50.00 SAS Autosystemtechnik Verwaltungs Gmbh Germany 50.00 50.00 SAS Autosystemtechnik GmbH & Co KG “ 50.00 50.00 SAS Automotive N.V. Belgium 50.00 50.00 SAS Autosystemtechnick SA Spain 50.00 50.00 SAS Autosystemtechnik de Portugal Unipessoal Ltda Portugal 50.00 50.00 SAS Automotive Limited United Kingdom 50.00 50.00 SAS Autosystemtechnick Sro Czech Republic 50.00 50.00 SAS Automotive S.R.O. Slovakia 50.00 50.00 SAS Automotive R.S.A. (PTY) LTD South Africa 50.00 50.00 SAS Automotive do Brasil Ltda Brazil 50.00 50.00 SAS Automotive Systems SA de CV Mexico 50.00 50.00 SAS Automotive Systems & Services SA “ 50.00 50.00 SAS Automotive USA Inc. United States 50.00 50.00 SAS Automotriz Argentina SA Argentina 50.00 50.00

(1) Total interest of fully-consolidated companies.

Faurecia 2009 REGISTRATION DOCUMENT 157 Consolidated ﬁ nancial statements 9 Statutory Auditors’ report on the consolidated ﬁ nancial statements

< CONTENTS > 1 9.7. Statutory Auditors’ report 2 on the consolidated ﬁ nancial statements 3 4 This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. The Statutory Auditors’ report includes information specifically required by 5 French law in such reports, whether modified or not. This information is presented below the opinion on the consolidated financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant 6 accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account 7 captions or on information taken outside of the consolidated financial statements. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing 8 standards applicable in France. 9

10 To the Shareholders, In compliance with the assignment entrusted to us by the Annual Shareholders’ Meeting, we hereby report to you, for the year ended 11 December 31, 2009 on: c the audit of the accompanying consolidated financial statements of Faurecia S.A.; c the justification of our assessments; c the specific verification required by law. These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financial statements based on our audit.

I. Opinion on the consolidated ﬁ nancial statements

We conducted our audit in accordance with professional made, as well as the overall presentation of the consolidated standards applicable in France. Those standards require that financial statements. We believe that the audit evidence we we plan and perform the audit to obtain reasonable assurance have obtained is sufficient and appropriate to provide a basis about whether the consolidated financial statements are for our audit opinion. free of material misstatement. An audit involves performing In our opinion, the consolidated financial statements give a true procedures, using sampling techniques or other methods and fair view of the assets and liabilities and of the financial of selection, to obtain audit evidence about the amounts and position of the Group at December 31, 2009 and of the results disclosures in the consolidated financial statements. An audit of its operations for the year then ended in accordance with also includes evaluating the appropriateness of accounting International Financial Reporting Standards as adopted by the policies used and the reasonableness of accounting estimates European Union.

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> < CONTENTS > 1 II. Justiﬁ cation of our assessments 2

The accounting estimates used in the preparation of the ACCOUNTING ESTIMATES 3 consolidated financial statements for the year ended c The Company performs impairment tests on goodwill at December 31, 2009 were made in the context of the financial 4 each balance sheet date, and also assesses whether fixed crisis and the economic outlook remains difficult to foresee. It assets show any indication of impairment, based on the is in this context that, in accordance with Article L. 823-9 of the methods described in Notes 1-2, 1-5, 10, 11 and 12 to the 5 French Commercial Code (Code de commerce) relating to the consolidated financial statements. We have reviewed the justification of our assessments, we bring to your attention the methods used to carry out these impairment tests as well following matters: 6 as the corresponding assumptions applied by the Company. c ACCOUNTING POLICIES AND OVERALL PRESENTATION Note 1-16 to the consolidated financial statements, 7 OF THE CONSOLIDATED FINANCIAL STATEMENTS concerning corporate income taxes, specifies that deferred income tax assets are recognized only to the extent that it is c 8 As part of our assessment of the accounting policies probable that future taxable profit will be available against applied by the Company, we reviewed the criteria used which they can be utilized. Our work consisted in verifying for capitalizing and amortizing development costs and that this method had been correctly applied and reviewing 9 measuring the recoverable amount. We also ensured that the assumptions supporting the probability of recovery for Notes 1-3 and 1-5 to the consolidated financial statements these deferred tax assets. 10 disclose appropriate information. c As mentioned in Note 1-17 “Use of estimates” to the consolidated financial statements, actual results may differ 11 from estimates and assumptions. These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

III. Speciﬁ c veriﬁ cation

As required by law and in accordance with professional standards applicable in France, we have also verified in the information presented in the Group’s management report. We have no matters to report as to its fair presentation and consistency with the consolidated financial statements.

Neuilly-sur-Seine and Paris-La Défense, February 22, 2010 The Statutory Auditors PricewaterhouseCoopers Ernst & Young Audit Dominique Ménard Laurent Miannay

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5 10 6 7

Legal and ﬁ nancial 9 information 10 11

CONTENTS

10.1. PARENT COMPANY FINANCIAL 10.2. CAPITAL AND SHARE PERFORMANCE 194 STATEMENTS 162 10.2.1. Faurecia and its shareholders 194 10.1.1. Management report of the Parent Company 162 10.2.2. Faurecia’s capital 194 10.1.2. Income statement 166 10.2.3. Changes in Faurecia’s share price 196 10.1.3. Balance sheet 167 10.3. ADDITIONAL INFORMATION 10.1.4. Cash fl ow statement 168 ON FAURECIA S.A. 198 10.1.5. Notes to the 2009 Parent Company 10.3.1. History and development 198 fi nancial statements 169 10.3.2. Legal information about the Company 199 10.1.6. Five-year fi nancial summary 185 10.3.3. Information published 10.1.7. Appropriation of 2009 net income 186 about the Company 212

10.1.8. Securities portfolio as of December 31, 2009 187 10.1.9. Faurecia subsidiaries and affi liates as of December 31, 2009 188 10.1.10. Statutory Auditors’ report on the ﬁ nancial statements 190

10.1.11. Statutory Auditors’ special report on regulated agreements and commitments 192

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< CONTENTS > 1 10.1. Parent Company ﬁ nancial statements 2 3

10.1.1. MANAGEMENT REPORT OF THE PARENT COMPANY 4 5 The parent company, Faurecia S.A., is a holding company which These revaluations mainly concerned the Group’s German directly and indirectly provides financial, accounting, general subsidiaries, with a €73.3 million provision reversal recorded 6 management and administrative services to companies for Faurecia Automotive GmbH shares and a €121.8 million in the Group. reversal for shares in Faurecia Automotive Holdings, which 7 owns 55.02% of Faurecia Automotive GmbH; Sales contracted 15.8% in 2009 to €63.2 million from €75.1 million the previous year, reflecting the impact of c €43.7 million in dividends received from subsidiaries, down 8 corporate cost-cutting measures carried out as part of the €15.3 million on the 2008 figure, and primarily paid by Challenge 2009 plan. Faurecia Systèmes d’Échappement in France and Faurecia Automotive GmbH in Germany; 9 In addition to providing services to Group subsidiaries, c since 2006 Faurecia has invoiced trademark royalties to net borrowing costs of €50.7 million compared with 10 certain French subsidiaries, calculated as a proportion of €36.8 million in 2008. This increase chiefly reflects wider the subsidiaries’ sales. In view of the decrease in the French spreads on bank borrowings, whose impact was only subsidiaries’ sales figures in 2009, royalties received by partially offset by the decrease in the Company’s debt 11 Faurecia SA fell sharply year-on-year, totaling €12.8 million following the rights issue carried out mid-year. versus €17.4 million. Non-recurring items represented net income of €40.8 million, mainly corresponding to the impact of reclassifying the subsidiary Faurecia Exhaust South Africa within the Group, Results of operations which generated a disposal gain of €41.7 million.

The Company ended 2009 with an operating loss of €5.5 million, The corporate income tax benefit recorded by the Company compared with operating income of €4.5 million in 2008. As a came to €21.0 million, including €18.1 million in group relief significant proportion of operating expenses are rebilled to the under the French tax consolidation system (compared with Group’s subsidiaries, this negative swing was mainly due to €11.2 million in 2008), and the repayment of a €2.8 million the decline in trademark royalties and an increase in operating carry back credit. expenses related to the Company’s financing arrangements, Faurecia SA ended the year with net income of €233.2 million such as bank fees and amortization of deferred charges. versus a €136.5 million net loss in 2008. Because the majority of these financing-related operating expenses are rebilled to the subsidiaries through the interest rate applied, the corresponding income is not included in operating income but rather as interest under financial income. Financial structure and debt The Company reported net financial income of €176.9 million Faurecia SA’s financial structure was significantly strengthened versus net financial expense of €166.7 million in 2008. This in 2009, notably thanks to the €455 million rights issue carried change is primarily attributable to movements in provisions out in May and the November issue of €211 million worth of for impairment of investments. The 2009 figure includes the OCEANE bonds convertible into new shares or exchangeable following: for existing shares. c a €181.9 million net reversal of provisions for impairment The Company also renegotiated bank loans and extended the of investments in subsidiaries compared with a net average maturity of its borrowings in order to boost its liquidity €172.8 million charge to these provisions in 2008. The and secure its financing. provision reversals were recorded following the re- After appropriation of net income for the year, as of estimation of the value of certain subsidiaries based on the December 31, 2009, the Company’s total shareholders’ equity updated outlook in the 2010-2013 medium-term business stood at €1,015.4 million, up €679.3 million on the end-2008 plan and the Company’s most recent budget assumptions. figure of €336.1 million.

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> < CONTENTS > 1 At the same date, net debt – corresponding to borrowings net of floating rates. The Company hedges its exposure to changes cash, marketable securities, net inter-company cash advances in interest rates on this debt through interest rate derivatives. 2 and loans to subsidiaries – amounted to €714.9 million, sharply Trade payables of €15,956,000 do not include invoices already down on the €1,166.7 million recorded one year earlier. As outstanding: 3 of December 31, 2009, 83.7% of the Company’s debt was at 4

December 31, 2009 Trade payables (in € thousands ) Provision for invoices not yet received 3,078 5 Invoices not yet due 12,878 6 Invoices between 1 and 30 days past due 0 Invoices between 31 and 60 days past due 0 7 Invoices between 61 and 90 days past due 0 Invoices between 91 and 180 days past due 0 8 Invoices more than 180 days past due 0 9

TOTAL 15,956 10

11 The Company’s sources of financing comprise the following: facility for renewable periods of one, three or six months. As of December 31, 2009 the undrawn portion amounted to c OCEANE bonds representing a total amount of €211.3 million €690 million; issued on November 26, 2009. These bonds mature on January 1, 2015 and bear annual interest of 4.50% payable c a commercial paper program issued on the French on January 1, each year, as from January 1, 2011. Each bond domestic market for a total amount of €850 million, of which has a nominal value of €18.69; €197 million had been used as of December 31, 2009. The liquidity of this program is guaranteed by the syndicated c a bond issue carried out in October 2005 and maturing in bank loan. October 2010, with an initial value of €300 million. Out of the initial amount issued, €291.5 million worth of the bonds were The contracts relating to the Company’s syndicated credit redeemed on August 14, 2009 following early redemption facility, the loan from Peugeot SA and the €205 million bank loan requested by the bondholders because the bond covenants include covenants, notably a change of control clause relating were breached as of June 30, 2009; to PSA Peugeot Citroën, as well as provisions concerning compliance with consolidated financial ratios (see Note 26-3 to c a €205 million bank loan, repayable at end-January 2011; the consolidated financial statements). The Company complied c a syndicated bank loan of €1,170 million and a €250 million with all of these covenants as of December 31, 2009 (see loan from Peugeot SA, Faurecia’s key shareholder. The two Note 16 to the parent company financial statements). Similarly, loans are correlated so that the drawdowns made by Faurecia the bond issue carried out on November 26, 2009 stipulates on the Peugeot SA loan are proportionate to those made that in the event of a change of control the bondholders may on the syndicated bank loan, based on the same rates and request early redemption of all or part of their bonds. periods. The overall facility is divided into (i) a €710 million Further details of the Company’s debt are provided in Note 16 tranche expiring in November 2013, (ii) a €150 million to the parent company financial statements. tranche expiring in November 2011, and (iii) a €560 million tranche expiring in November 2012 following the option by Cash flows for the year before the rights issue represented a the banks to extend a tranche expiring in November 2011 by total net cash outflow of €12.1 million. The cost of the Company an additional year. The banks can extend by a further year taking up additional shares in certain subsidiaries – amounting the tranche that is currently due to expire in November 2012 to an aggregate €84.3 million – slightly exceeded net cash and by one or two years the tranche currently due to expire provided by operating activities plus the cash received on the in November 2011. Amounts can be drawn down under the reclassification of Faurecia Exhaust South Africa.

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< CONTENTS > 1 The carrying amount of investments in subsidiaries and affiliates conjunction with the other sections thereof. The risks to which recognized in the balance sheet as of December 31, 2009 came the Company is exposed are analyzed in the Board of Directors’ 2 to €1,719.6 million, compared with €1,454.5 million one year report on the consolidated financial statements in section 3.5 earlier. above. 3 Research & development activities are detailed in section 6 of this Registration Document. 4 Business review relating Year-on-year changes in Faurecia’s capital and ownership to the Company’s subsidiaries structure as well as details of treasury shares held by the 5 Company are provided in section 10.2.2. The operations and results of the Company’s subsidiaries are analyzed in detail when the consolidated financial statements Information on employees’ interests in the Company’s capital 6 are prepared. The year 2009 was marked by the deep is provided in section 10.3.2.2. Details relating to the fixed, recession that hit most of the world’s economies as well as the variable and exceptional compensation and benefits in kind 7 unprecedented contraction in worldwide automobile production paid to Faurecia’s Chairman and other corporate officers as in the first half of the year followed by a gradual recovery in the well as the fees paid to the Statutory Auditors are provided second half. Against this backdrop, in 2009 Faurecia rolled out in sections 8.1.3 and 8.1.4. Provisions recognized by Group 8 a cost-cutting and cash control plan. This led to a significant companies for pensions and other employee benefits are recovery in operating results which returned to a positive figure analyzed in Note 24-1 to the consolidated financial statements. 9 in the second half of the year with break-even cash flows, A list of the directorships and other positions held in 2009 following on from the second quarter when the downward by each member of the Board of Directors is provided in 10 trend clearly started to reverse. As a result of the measures section 8.1.2. implemented under the plan, as of December 31, 2009 and based on annualized second half performance, the Group had Details of the stock options granted by the Company during 11 lowered its breakeven point by 18%, enabling it to move back the year, the principal beneficiaries thereof and the number of into positive territory and create a springboard for the future. shares purchased on exercise of options during the year, are provided in a special report. Information on stock options is The only significant legal reorganization measures also given in section 10. implemented in 2009 concerned Slovakia and Canada and the Group’s international expansion led to the formation of The operating procedures of the Board of Directors and its a number of new subsidiaries, notably in Germany, Tunisia Committees, as well as key data concerning the Group’s internal and Russia. control system, are described in the report of the Chairman of the Board of Directors on internal control. On November 30, 2009 Faurecia signed an agreement to acquire Emcon Technologies from One Equity Partners, the The draft resolutions presented below – including the disclosure private equity arm of JP Morgan Chase & Co. The acquisition of the amount of dividends paid over the last three years – was approved by Faurecia’s shareholders at an Extraordinary supplement the information provided to shareholders. In the General Meeting held on February 8, 2010 and involved One ordinary resolutions (resolutions one to six), the Company’s Equity Partners transferring to Faurecia all of the shares shareholders are asked to approve the parent company and in the Emcon Technologies group in return for 20,918,224 consolidated financial statements, as well as to appropriate newly-issued Faurecia shares. the parent company’s net income for 2009. Shareholders are also invited to elect Hans-Georg Härter as a director for a six- On February 3, 2010 Faurecia signed an agreement with a year term. Lastly, the Board of Directors is seeking an eighteen- view to acquiring the German operations of Plastal – a front- month authorization to trade in the Company’s shares with ranking supplier of exterior plastic parts for the automotive the maximum number of shares that may be bought back not industry. Thanks to this acquisition, Faurecia’s Automotive to exceed the legal ceiling of 10% of the Company’s capital. Exteriors business has broadened its customer base, extended Under this authorization shares may be bought back for a its product offering, gained additional expertise outside its number of reasons, including to maintain a liquid market for core business of bumpers and strengthened its manufacturing the Company’s shares and for allocation to employees and/ presence and R&D capacities in Germany. or corporate officers in connection with stock option or share This management report concerning Faurecia S.A. forms part grant plans. of the Company’s Registration Document and should be read in

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> < CONTENTS > 1 With respect to the Extraordinary Shareholders’ Meeting: Board of Directors would determine the issue price of the new shares in accordance with the provisions of said Article 2 c in the seventh and eighth resolutions the Board of Directors and would set the conditions for paying up the shares, as well is seeking authorizations in accordance with Articles as the offer period and terms and conditions under which L. 225-129 et seq. of the French Commercial Code to issue 3 employees could subscribe for the shares. The Statutory shares and/or securities carrying rights to shares and/or Auditors have drawn up a special report on this authorization securities carrying rights to debt securities. The ceilings on in compliance with the applicable legal requirements (see 4 the capital increases carried out under these authorizations section 11.1 of this Registration Document); would be €300 million with pre-emptive subscription rights for existing shareholders and €110 million without pre- c in the tenth resolution shareholders are invited to authorize 5 emptive subscription rights. In both cases the maximum the Board of Directors to increase the number of securities aggregate nominal value of debt securities issued that carry to be issued as part of a capital increase carried out in 6 immediate or deferred rights to shares of the Company accordance with the eighth or ninth resolutions. The offer may not exceed €1 billion. The Board would be given full period and amount of additional securities issued would be 7 powers to set the amount and timing of any capital increases subject to the conditions set out in Articles L. 225-135-1 and carried out pursuant to these authorizations as well as all R. 225-118 of the French Commercial Code. The price of the other terms and conditions, including the issue price and securities issued in accordance with this resolution would be 8 any issue premium. The purpose of these two resolutions the same as for the original issue; is to give the Board of Directors the means to strengthen c under the eleventh resolution, if the Board of Directors 9 the Company’s equity and improve its cash position. These uses the authorization given in the eighth resolution to authorizations supersede those given at the April 23, issue securities without pre-emptive subscription rights 10 2009 Annual Shareholders’ Meeting as the ceilings in the for existing shareholders, it may apply different pricing previous authorizations are no longer deemed suitable methods to those set out in the French Commercial Code. in view of the current economic context. In the event of a 11 However, the aggregate nominal value of any shares issued capital increase without pre-emptive subscription rights, at prices determined in accordance with this resolution may the price of the securities issued will be set in accordance not exceed 10% of the Company’s share capital in any given with the applicable law. The Statutory Auditors have drawn 12-month period. The resolution states that the issue price up a special report on this authorization in compliance with of shares may not be lower than the closing price quoted for the applicable legal requirements (see section 11.1 of this the Company’s shares on the trading day preceding the issue Registration Document); pricing date, less a maximum discount of 10%; c the ninth resolution has been tabled as a result of the c in the twelfth resolution the Board of Directors is authorized Company’s obligation to propose employee rights issues to issue ordinary shares and/or securities carrying rights pursuant to the requirements of the French Act of February 9, to shares in the Company or to debt securities, without pre- 2001 on employee stock ownership and the Social emptive subscription rights for existing shareholders, as Modernization Act of January 2002. Under this authorization part of a private placement. The total nominal amount of the the Board of Directors would be entitled to issue shares capital increase may not exceed €110 million. to employees in accordance with Article L. 3332-19 of the French Labor Code and subject to an aggregate maximum The draft resolutions tabled at the Annual Shareholders’ ceiling of €23,177,000. The approval of this resolution would Meeting are set out in section 11 of this Registration Document automatically entail the waiver of shareholders’ pre-emptive and form an integral part of this report. rights to subscribe for the shares offered to employees. The

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< CONTENTS > 1 10.1.2. INCOME STATEMENT 2

3 (in € thousands) Notes 2009 2008 2007 Services sold 63,260 75,142 73,124 4 Sales 63,260 75,142 73,124 5 Capitalized production (228) 566 External services (71,989) (76,673) (66,214) 6 Taxes other than on income (1,950) (1,228) (1,461) Wages and salaries (8,500) (11,505) (13,553) 7 Payroll taxes (3,286) (5,445) (7,357) Depreciation, amortization and provisions 8 (net of reversals) and expense transfers 3 4,314 7,172 (5,224) Other income and expenses, net 12,611 17,235 17,959 9 Total operating expenses (68,800) (70,672) (75,284) 10 OPERATING INCOME (LOSS) (5,540) 4,470 (2,160) Financial income 4 315,543 158,121 204,042 11 Interest and other ﬁ nancial expenses 4 (138,597) (324,792) (150,876) NET FINANCIAL INCOME (EXPENSE) 4 176,946 (166,671) 53,166 OPERATING INCOME (LOSS) AFTER NET FINANCIAL INCOME (EXPENSE) 171,406 (162,201) 51,006 Non-recurring income 5 44,141 195 6,776 Non-recurring expense 5 (3,334) (1,186) (4,825) NET NON-RECURRING INCOME (EXPENSE) 5 40,807 (991) 1,951 Employee proﬁ t-sharing Corporate income tax 6 20,950 26,683 24,197 NET INCOME (LOSS) 233,163 (136,509) 77,154

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> < CONTENTS > 1 10.1.3. BALANCE SHEET 2

3 ASSETS Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Depreciation, 4 amortization (in € thousands) Notes Cost and provisions Net Net Net 5 Intangible assets 7 9,335 9,140 195 1,967 2,084 Property, plant and equipment 8 10,758 8,690 2,068 2,994 3,926 6 Investments 9 2,641,621 920,980 1,720,641 1,456,523 1,770,524 Total ﬁ xed assets 2,661,714 938,810 1,722,904 1,461,484 1,776,534 7 Trade receivables 1,850 1,850 44,730 47,135 8 Other receivables 10 825,925 903 825,022 805,755 821,512 Marketable securities 11 10,499 6,236 4,263 2,676 11,504 9 Cash at bank and in hand 23,215 23,215 3,218 6,701 Total current assets 861,489 7,139 854,350 856,379 886,852 10 Prepaid expenses 12 5,512 5,512 9,265 12,893 Conversion losses 14 14 24 4 11 Deferred charges 13 17,875 17,875 9,367 1,259

TOTAL ASSETS 3,546,604 945,949 2,600,655 2,336,519 2,677,542

Liabilities and shareholders’ equity (in € thousands) Notes Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Capital stock 626,139 170,765 170,765 Additional paid-in capital 130,043 198,846 198,846 Legal reserve 17,077 17,077 16,948 Untaxed reserves 8,939 8,939 8,939 Other reserves Retained earnings 77,026 Net income (loss) for the year 233,163 (136,509) 77,154 Untaxed provisions TOTAL SHAREHOLDERS’ EQUITY 14 1,015,361 336,144 472,652 Provisions for contingencies and charges 15 16,527 3,943 4,607 TOTAL DEBT 16 1,355,878 1,552,884 1,611,457 Operating payables 17 20,563 25,058 27,659 Other payables 17 192,088 418,043 558,659 TOTAL PAYABLES 212,651 443,101 586,318 Deferred income 238 398 2,506 Conversion gains 49 2

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2,600,655 2,336,519 2,677,542

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< CONTENTS > 1 10.1.4. CASH FLOW STATEMENT 2

3 (in € millions) 2009 2008 2007 I – OPERATING ACTIVITIES 4 Net income (loss) 233.2 (136.5) 77.1 Depreciation and amortization 6.9 3.1 5.3 5 Increase (decrease) in provisions and other long-term liabilities (181.2) 188.1 23.4 6 Capital (gains) losses on disposals of fi xed assets (41.7) Cash fl ow from operations 17.2 54.7 105.8 7 (Increase) decrease in working capital requirement 10.1 9.5 65.3 NET CASH PROVIDED BY OPERATING ACTIVITIES 27.3 64.2 171.1 8 II – INVESTING ACTIVITIES 9 Acquisitions of intangible assets and property, plant and equipment (0.2) (0.8) (2.1) 10 Acquisitions of investments in subsidiaries and affi liates (84.3) (14.8) Acquisitions of other investments (0.1) 11 Disposals of intangible assets and property, plant and equipment 1.3 Disposals of investments 42.8 0.1 4.5 Disposals of other fi nancial assets 1.1 1.0 Other reductions in property, plant and equipment 0.2 NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES (39.4) (15.3) 3.4 NET CASH (USED) PROVIDED BY OPERATING AND INVESTING ACTIVITIES (I)+(II) (12.1) 48.9 174.5 III – FINANCING ACTIVITIES Issuance of shares paid up in cash 455.4 5.5 Share issuance costs charged against the issue premium (9.3) Dividends paid Issuance of debt securities and increase in borrowings 469.9 1,101.8 123.4 Repayments of borrowings (667.0) (1,160.4) (44.6) Changes in inter-company borrowings (216.9) 6.2 (256.6) NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES 32.1 (52.4) (172.3) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 20.0 (3.5) 2.2 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 3.2 6.7 4.5 CASH AND CASH EQUIVALENTS AT END OF YEAR 23.2 3.2 6.7

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> < CONTENTS > 1 10.1.5. NOTES TO THE 2009 PARENT COMPANY FINANCIAL STATEMENTS 2

3 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 4

The financial statements of Faurecia S.A. have been prepared 1-4 Foreign currency transactions 5 in accordance with French generally accepted accounting principles. The main policies applied are as follows: Unhedged payables and receivables in foreign currency are 6 translated at the exchange rate prevailing on the transaction date. At the year-end, they are translated at the year-end 1-1 Property, plant and equipment exchange rate and the resulting gain or loss is recorded in the 7 balance sheet under “Conversion losses” or “Conversion gains”. Property, plant and equipment are stated at acquisition or Hedged payables and receivables are translated at the 8 production cost. Depreciation is calculated by the straight-line hedging rate. method over the estimated useful life of the assets, as follows: 9 c buildings: 25 to 30 years; c leasehold improvements, fixtures and fittings: 7 to 10 years; 1-5 Provisions for pensions 10 c other fixtures and fittings: 10 years; and other post-employment beneﬁ ts 11 c office equipment and computers: 3 to 5 years; c software: 1 to 3 years; The vested rights of employees under supplementary pension and retirement bonus plans are determined on an actuarial c furniture: 10 years. basis using the projected unit credit method. The valuation takes into account the probability of employees staying with the Company up to retirement age and expected future salary 1-2 Investments levels. Benefit obligations are partially funded by contributions to external funds. In cases where the funds are permanently Investments are stated at the lower of cost and value in use. allocated to the benefit plan concerned, their value is deducted Value in use is based on the subsidiary’s revalued net assets, from the related liability. profitability and future prospects. For investments intended to be sold, value-in-use estimates also take into account prices at which prior transactions were 1-6 Non-recurring items carried out, if any. Unusual or non-recurring items are included under “Non- recurring income” and “Non-recurring expense”. 1-3 Marketable securities Marketable securities are stated at the lower of cost and 1-7 Financial instruments market value. Interest-rate risks are hedged, where appropriate, using financial instruments traded on organized or over-the-counter markets. Hedging gains and losses are recognized on a symmetrical basis with the loss or gain on the hedged item.

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NOTE 2 SUBSEQUENT EVENTS 2

3 Acquisition of Emcon Technologies: on November 2, 2009 The acquisition involved Emcon Holdings transferring to Faurecia announced that on October 30, 2009 it had signed Faurecia all of the shares in the Emcon Technologies group. As 4 an agreement to acquire Emcon Technologies (formerly Arvin consideration for this transfer Faurecia issued 20,918,224 shares Industries) from One Equity Partners LP 11 (OEP), the private to Emcon Holdings, representing 18.95% of Faurecia’s capital 5 equity arm of JP Morgan Chase & Co. and 16.41% of its voting rights. As part of the deal Faurecia also assumed $22.3 million worth of Emcon Holdings’ liabilities. Emcon Technologies is a leader in the emissions control 6 technologies industry. Data concerning the Emcon group The deal was approved by Faurecia’s shareholders at an is provided in the prospectus approved by the AMF on Extraordinary General Meeting held on February 8, 2010, the January 25, 2010 under visa no. E-10-004. date on which the shares were issued and the acquisition 7 completed. Faurecia obtained clearance for the transaction from the 8 relevant competition authorities, notably in Europe and the The Group is currently in the process of allocating the purchase United States, in early 2010. price to Emcon’s assets and liabilities. 9

DEPRECIATION, AMORTIZATION AND PROVISIONS (NET OF REVERSALS) NOTE 3 11 AND EXPENSE TRANSFERS

(in € thousands) 2009 2008 2007 Provision reversals 341 2,280 3,680 Expense transfers(1) 13,801 9,598 7 Depreciation and amortization (6,894) (3,109) (5,262) Provisions for impairment of current assets (2) Provisions for contingencies and charges (2,934) (1,597) (3,647)

TOTAL 4,314 7,172 (5,224)

(1) Of which: Transfer of fees included in “External services” relating to: – Arranging the new syndicated loan 7,891 9,598 – Arranging the OCEANE bond issue 3,706

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NOTE 4 NET FINANCIAL INCOME (EXPENSE) 2

Net financial income (expense) breaks down as follows: 4

(in € thousands) 2009 2008 2007 5 Financial income Income from investments in subsidiaries and affi liates(1) 43,712 58,974 136,766 6 Interest income 64,798 89,506 67,276 7 Net gains from sales of marketable securities Provision reversals(2) 207,033 9,641 8 TOTAL 315,543 158,121 204,042 Interest and other ﬁ nancial expenses 9 Interest expense 115,369 126,342 116,779 10 Charges to provisions for impairment of investments(3) 13,205 179,449 22,157 Charges to other provisions and other ﬁ nancial expenses 10,023 19,001 11,940 11 TOTAL 138,597 324,792 150,876

NET FINANCIAL INCOME (EXPENSE) 176,946 (166,671) 53,166

(1) This item corresponds to dividends received from subsidiaries and affiliates: - in 2009, it included dividends received from Faurecia Systèmes d’Échappement and Faurecia Automotive Gmbh amounting to €20,053 thousand and €12,906 thousand respectively; - in 2008, it included a dividend received from Faurecia Investments amounting to €40,352 thousand; - in 2007, it included a dividend received from Faurecia Investments amounting to €100,880 thousand. (2) Including: - reversals of provisions for impairment of Trecia shares 6,600 - reversals of provisions for Faurecia Automotive Holdings shares 121,800 - reversals of provisions for Faurecia Automotive Gmbh shares 73,300 - reversals of provisions for financial contingencies and charges 11,933 2,841 (3) Including: - Faurecia Automotive Holding shares 107,700 6,601 - Faurecia Industries shares 42,153 - Faurecia USA Holdings Inc. shares 25,000 - Trecia shares 4,056 - Eak SAS shares 2,420 - Eak SNC shares 785 - Sté Internationale de Participations (SIP) shares 10,000 4,596 11,500

The net charges to provisions for impairment of investments consolidated financial statements due to the application of recorded in the parent company financial statements do not different accounting policies. correspond to the asset impairment losses recorded in the

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NOTE 5 NET NON-RECURRING INCOME (EXPENSE) 2

3 Net non-recurring income (expense) breaks down as follows: 4 (in € thousands) 2009 2008 2007 Non-recurring income 5 From management transactions 0 120 Proceeds from disposals of assets(1) 44,141 75 5,270 6 Provision reversals(2) 1,506 7 TOTAL 44,141 195 6,776 Non-recurring expense 8 On management transactions(3) 34 1,185 405 Carrying amount of assets and investments sold(4) 3,300 1 4,420 9 Depreciation, amortization and charges to provisions 10 TOTAL 3,334 1,186 4,825 11 NET NON-RECURRING INCOME (EXPENSE) 40,807 (991) 1,951

(1) Including: - proceeds from the sale of investments in subsidiaries and affiliates 42,772 4,440 (Faurecia Exhaust Systems South Africa shares sold to Faurecia Interior Systems South Africa for €42,772 thousand in 2009) (Faurecia Systemy Kierownicze capital reduction carried out in 2007 in an amount of €4,440 thousand) (2) Including: - reversals of untaxed provisions and reversals of provisions for contingencies and charges 1,506 (3) Including: - restructuring costs 365 395 - contract termination costs 820 (4) Carrying amounts of investments in subsidiaries and affiliates sold or transferred (o/w sale of Faurecia Exhaust Systems South Africa shares for €1,073 thousand in 2009) (o/w sale of Faurecia Systemy Kierownicze shares for €4,420 thousand in 2007) 1,073 4,440 - carrying amounts of fixed assets sold to Faurecia Sièges d’Automobile in 2009 1,325 - carrying amount of pre-emptive subscription rights sold in 2009 889

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NOTE 6 CORPORATE INCOME TAX 2

3 Faurecia has elected to file a consolidated tax return and obtain group relief by offsetting any tax losses recorded by the the resulting tax group includes the parent company and its Company and certain of its subsidiaries against the taxable 4 main French subsidiaries. This system allows Faurecia to income of other subsidiaries in the tax group. 5 (in € thousands) 2009 2008 2007 Tax beneﬁ t arising from group relief 18,100 11,221 24,524 6 Repayment of a carry back credit 2,850 15,432 Other tax income (expense) – tax audit 0 30 (327) 7 8 TOTAL 20,950 26,683 24,197 9

NOTE 7 INTANGIBLE ASSETS 11

Intangible assets can be analyzed as follows:

Patents and Other intangible Intangible assets (in € thousands) licenses assets in progress Total Net as of January 1, 2007 2,807 0 0 2,807 Additions (including own work capitalized) 1,171 1,347 2,518 Amortization and provisions for impairment in value (2,463) (778) (3,241) Net as of December 31, 2007 344 393 1,347 2,084 Additions (including own work capitalized) 1,855 1,855 Disposals 0 Amortization and provisions for impairment in value (188) (437) (625) Amortization reversed on disposals 0 Other movements (1,347) (1,347) Net as of December 31, 2008 156 1,811 0 1,967 Additions (including own work capitalized) 205 205 Disposals (5,191) (2,411) (7,602) Amortization and provisions for impairment in value (76) (618) (694) Amortization reversed on disposals 5,191 1,128 6,319 Other movements Net as of December 31, 2009 80 115 0 195

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NOTE 8 PROPERTY, PLANT AND EQUIPMENT 2

Property, plant and equipment can be analyzed as follows: 3 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 4 (in € thousands) Gross Net Net Net Land 53 53 53 55 5 Buildings 272 0 0 0 Other property, plant and equipment 10,433 2,015 2,941 5,414 6

7 TOTAL 10,758 2,068 2,994 5,469 8 Other property, Property, plant plant and and equipment 9 (in € thousands) Land Buildings equipment in progress Total Net as of January 1, 2007 55 0 4,768 646 5,469 10 Additions (including own work capitalized) 177 177 Disposals (1) (3) (4) 11 Depreciation and provisions for impairment in value (1,073) (1,073) Depreciation reversed on disposals 3 3 Other movements (646) (646) NET AS OF DECEMBER 31, 2007 54 0 3,872 0 3,926 Additions (including own work capitalized) 63 63 Disposals (1) (10) (11) Depreciation and provisions for impairment in value (994) (994) Depreciation reversed on disposals 10 10 NET AS OF DECEMBER 31, 2008 53 0 2,941 0 2,994 Additions (including own work capitalized) 22 22 Disposals (3) (336) (339) Depreciation and provisions for impairment in value (906) (906) Depreciation reversed on disposals 3 294 297 NET AS OF DECEMBER 31, 2009 53 0 2,015 0 2,068

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NOTE 9 INVESTMENTS 2

3 Dec. 31, Dec. 31, Dec. 31, 2009 2008 2007 4

(in € thousands) Gross Provisions Net Net Net 5 Investments in subsidiaries and affi liates 2,640,530 920,980 1,719,550 1,454,949 1,612,377 Loans to subsidiaries and affi liates 1,091 1,091 2,029 158,147 6 Other long-term investments 0 0 0 0 7 TOTAL 2,641,621 920,980 1,720,641 1,456,523 1,770,524 8 Movements in investments in subsidiaries and affiliates break down as follows: 9 (in € thousands) Gross Provisions Net As of January 1, 2007 2,359,252 908,069 1,451,183 10 Acquisitions 40 40 11 Capital increases 187,731 187,731 Charges to and reversals of provisions 22,157 (22,157) Liquidation of a subsidiary (4,420) (4,420) AS OF DECEMBER 31, 2007 2,542,603 930,226 1,612,377 Capital increases 14,766 14,766 Charges to and reversals of provisions 172,649 (172,649) AS OF DECEMBER 31, 2008 2,557,369 1,102,875 1,454,494 Capital increases 84,324 84,324 Charges to and reversals of provisions (181,895) 181,895 Sale of shares (1,163) (1,163) AS OF DECEMBER 31, 2009 2,640,530 920,980 1,719,550

Loans to subsidiaries and affiliates are due in more than one year.

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NOTE 10 RECEIVABLES 2

(in € thousands) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 4 Cash advances 795,316 795,863 800,565 Provisions against cash advances (842) (10,150) (2,837) 5 Tax due by subsidiaries in the tax group 10,939 1,622 10,895 Prepaid and recoverable corporate income tax 8,127 14,577 6,782 6 Securitization deposit 7 Recoverable VAT 2,963 924 1,021 Sundry receivables 1,889 2,665 3,015 8 Other 6,630 254 2,071 9 TOTAL 825,022 805,755 821,512 10 All of the Company’s receivables are due within one year. 11

NOTE 11 MARKETABLE SECURITIES

As of December 31, 2009, marketable securities corresponded c 33,650 shares sold in 2006; mainly to 270,814 Faurecia shares with a carrying amount of c 31,340 shares sold in 2007. €4.3 million (compared with the same number of shares with a carrying amount of €2.7 million as of December 31, 2008), The carrying amount of this item as of December 31, 2009 reflecting the following transactions: is presented net of a provision for impairment amounting to €6.2 million (versus €8.8 million as of December 31, 2008). c 200,000 shares contributed by Ectra in 1999; The above shares are being held for allocation on exercise of c 19,613 shares purchased in 2000; stock options granted to executives and managers of the Group. c 96,361 shares purchased in 2001; At its meetings held on September 4, 2000 and April 26, 2001, c 96,860 shares purchased in 2002; the Board of Directors decided to grant, respectively, 297,180 stock options with an exercise price of €34.19 each and 50,895 c 32,745 shares sold in 2004; stock options with an exercise price of €46.59 each (N.B.: the c 74,285 shares sold in 2005; number of options and their exercise price have been adjusted following the rights issue carried out in May 2009). c 30,000 shares purchased in 2005;

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NOTE 12 PREPAID EXPENSES 2

3 Prepaid expenses mainly comprise: 4 (in € thousands) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Premiums on currency and interest-rate instruments 3,692 7,806 10,608 5 Commissions and bank charges 61 459 118 Interest on commercial paper 401 800 6 Rent 1,254 934 1,324 7 Other 104 66 43 8 TOTAL 5,512 9,265 12,893 9

NOTE 13 DEFERRED CHARGES 11

As of December 31, 2009 deferred charges included the c €3,634 thousand in fees relating to the arrangement of the following: Company’s bond issue. c €12,923 thousand in fees relating to the arrangement of the Company’s new syndicated loan;

NOTE 14 SHAREHOLDERS’ EQUITY

14-1 Movements in shareholders’ equity

Appropriation of net loss at the AGM of Capital Net income (in € thousands) Dec. 31, 2008 April 23, 2009 increase for the year Dec. 31, 2009 Capital stock 170,765 455,374 626,139 Additional paid-in capital 198,846 (59,483) (9,320) 130,043 Legal reserve 17,077 17,077 Untaxed reserves 8,939 8,939 Other reserves 0 0 Retained earnings 77,026 (77,026) 0 Net income (loss) for the year (136,509) 136,509 233,163 233,163 Untaxed provisions 0 0

TOTAL 336,144 0 446,054 233,163 1,015,361

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< CONTENTS > 1 14-2 Capital stock and additional c The exercise of all the stock options granted to executives and other employees that were outstanding as of December 31, 2 paid-in capital 2009, i.e., 1,594,223 options exercisable at an average price c As of December 31, 2009, the Company’s capital stock of €42.35, would result in: 3 amounted to €626,139,528, divided into 89,448,504 fully c capital stock being increased by €11.15 million, paid-up common shares with a par value of €7 each. corresponding to 1,594,223 shares with a par value of 4 Shares that have been registered in the name of the same €7 each; shareholder for at least two years carry double voting rights c additional paid-in capital being increased by (17,403,603 shares as of December 31, 2009). 5 €56.35 million. 6

7 NOTE 15 PROVISIONS FOR CONTINGENCIES AND CHARGES 8

9 (in € thousands) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Provisions for contingencies 10 Foreign exchange losses 14 24 4 Other 13,646 2,528 2,200 11 SUB-TOTAL 13,660 2,552 2,204 Provisions for charges Provisions for pensions and other post-employment beneﬁ ts(1) 2,757 1,269 2,267 Other 110 122 136 SUB-TOTAL 2,867 1,391 2,403

TOTAL 16,527 3,943 4,607

(1) Provisions for pensions and other post-employment benefits cover the following costs payable by the Company on retirement of employees: - statutory lump-sum bonuses; - supplementary pension benefits for certain employees. The Company’s obligations for supplementary pension benefits are fully funded under an insured plan. Consequently, the Company has no further pension commitments towards former employees. The benefit obligation has been estimated by independent actuaries using a discount rate of 5% and an inflation rate of 2%.

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(in € thousands) 2009 2008 2007 2 Projected beneﬁ t obligation 5,500 6,241 7,041 Value of plan assets (1,715) (1,636) 117 3 Actuarial gains and losses (1,028) (3,336) (4,891) 4

PROVISION 2,757 1,269 2,267 5

6 (in € thousands) 2009 2008 2007 Service cost (402) (561) (495) 7 Interest cost (366) (399) (404) Return on plan assets 74 (4) 8 Curtailments and settlements 308 Amortization of actuarial gains and losses (794) (613) (548) 9 Other movements 10

TOTAL (1,488) (1,269) (1,447) 11

Reversals Reversals Payments to (utilized (surplus retirement (in € thousands) Dec. 31, 2008 Additions provisions) provisions) funds Dec. 31, 2009 Provisions for contingencies 2,552 11,460 (352) 13,660 Provisions for pensions and other post-employment beneﬁ ts 1,269 1,488 2,757 Other provisions for charges 122 (12) 110

TOTAL 3,943 12,948 (12) (352) 0 16,527

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NOTE 16 DEBT 2

(in € thousands) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 4 Plain vanilla bonds 8,500 300,000 300,000 Convertible bonds 211,310 5 Bank borrowings 1,004,354 1,053,842 1,308,119 Borrowings from PSA 128,000 194,000 6 Other 3,714 5,042 3,338 7

TOTAL 1,355,878 1,552,884 1,611,457 8

As of December 31, 2009, 83.7% of the Company’s debt was at floating rates. This debt is hedged through caps as described in Note 20-1. 9 As of December 31, 2009, the Company’s debt breaks down as follows by maturity: 10

(in € thousands) Dec. 31, 2009 11 Maturing in 2010 209,322 Maturing in 2011 302,512 Maturing in 2012 362,622 Maturing in 2013 270,050 Maturing in 2014 and beyond 62 Maturing in 2015 and beyond 211,310

TOTAL 1,355,878

Since November 28, 2008, Faurecia has had access to a The banks can extend by a further year the tranche that is €1,420 million credit facility comprising a syndicated bank currently due to expire in November 2012 and by one or two loan of €1,170 million and a €250 million loan from Faurecia’s years the tranche currently due to expire in November 2011. majority shareholder, PSA Peugeot Citroën. The two loans are As of December 31, 2009 the undrawn portion of this credit correlated so that the drawdowns made by Faurecia on the facility amounted to €690 million. PSA Peugeot Citroën loan are proportionate to those made on the syndicated bank loan, based on the same rates and periods. The contracts underlying this credit facility include covenants, The overall facility is divided into (i) a €710 million tranche notably a change of control clause relating to PSA and provisions expiring in November 2013, (ii) a €150 million tranche expiring concerning compliance with consolidated financial ratios. As in November 2011, and (iii) a €560 million tranche expiring in of December 31, 2009, the Group complied with all of these November 2012 following the option by the banks to extend a ratios. In addition, a net debt ceiling of €1,800 million was set tranche expiring in November 2011 by an additional year. for December 31, 2009, June 30, 2010 and December 31, 2010.

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> < CONTENTS > 1 The other financial ratios with which the Group is required to comply are as follows: 2 Adjusted net debt(1)/ EBITDA(2)/net interest EBITDA(2) Ceiling Floor 3 June 30, 2009 Not applied Not applied December 31, 2009 4.75:1 4:1 4 June 30, 2010 4.50:1 4:1 5 December 31, 2010 4:1 4.25:1 June 30, 2011 and subsequent six-month periods 3.5:1 4.50:1 6 (1) Adjusted net debt = consolidated net debt + adjustments for certain commitments given, based on definitions provided in the credit facility agreement (e.g. mortgages or collateralized liabilities). (2) Earnings before interest, tax, depreciation and amortization = Operating income + depreciation, amortization and provisions for impairment in value of 7 property, plant and equipment and intangible assets, corresponding to the past twelve months (except as of December 31, 2009, which corresponds to two times the six previous months). 8

Furthermore, any assets disposal representing over 15% of the Faurecia also has the option of redeeming (i) all or some of 9 Group’s total consolidated assets requires the prior approval of the bonds at any time by repurchasing them either on or off- banks representing two-thirds of the syndicate. market or by means of public tender or exchange offers, or (ii) all of the bonds, at nominal value plus accrued interest, if 10 On November 26, 2009 Faurecia issued €211.3 million worth of the number of outstanding bonds is less than 10% of the total OCEANE bonds convertible into new shares or exchangeable number of bonds issued. 11 for existing shares. The bonds mature on January 1, 2015 and bear annual interest of 4.50% payable on January 1 each year, The bonds can be converted by their holders at any time as from as from January 1, 2011. Each bond has a nominal value of their date of issue. The criteria relating to their compulsory €18.69. early redemption are the same as those described above for the syndicated credit facility. Faurecia may redeem the bonds in advance at any time as from January 15, 2013, at a price equal to their nominal value plus On October 5, 2005 Faurecia carried out a €300 million accrued interest, provided that all of the outstanding bonds issue of plain vanilla bonds, redeemable in October 2010. As are redeemed and the product of (i) the conversion/exchange the bond covenants were breached as of June 30, 2009, the ratio at the date concerned and (ii) the arithmetic mean of the bondholders were entitled to require their early redemption. opening quoted prices for the Company’s shares on Euronext Out of the initial amount issued, €291.5 million worth of the Paris calculated over twenty consecutive trading days, as bonds were redeemed on August 14, 2009, partially financed selected by the Company from the 40 trading days preceding by a €205 million credit facility granted by a pool of French the date of notice of such early redemption, exceeds 130% of banks. The credit facility, which expires at end-January 2011, the nominal value of the bonds. is subject to the same financial ratio covenants as the above- mentioned syndicated credit facility.

NOTE 17 OPERATING PAYABLES AND OTHER PAYABLES

(in € thousands) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Trade payables 15,956 21,166 22,682 Other operating payables 4,607 3,892 4,977 SUB-TOTAL: OPERATING PAYABLES 20,563 25,058 27,659 Cash advances from subsidiaries 182,112 407,513 548,442 Other 9,976 10,530 10,217 SUB-TOTAL: OTHER PAYABLES 192,088 418,043 558,659

TOTAL 212,651 443,101 586,318

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NOTE 18 DEFERRED TAXES 2

3 Deferred taxes relate to: c tax savings arising from the use of tax losses of subsidiaries in the tax group which will have to be restored to them if and c temporary differences between the recognition of income 4 when they return to profit. and expenses for financial reporting and tax purposes; Deferred taxes are computed based on the tax rate for the year c tax loss carryforwards of the tax group; 5 in which they are expected to reverse (i.e. 34.43% for 2009 and beyond). 6 Deferred taxes can be analyzed as follows: 7

(in € thousands) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Deferred tax liabilities on temporary diff erences (433) 8 Deferred tax liabilities corresponding to tax savings arising from the use of the tax losses of companies in the tax group (449,212) (380,830) (279,763) 9 SUB-TOTAL: DEFERRED TAX LIABILITIES (449,212) (380,830) (280,196) 10 Tax paid on taxable income that is not yet recognized 1,018 506 850 Charges recognized that are deductible for tax purposes 11 in future years 3,286 6,906 374 Future tax savings on tax loss carry forwards of the tax group 365,064 300,338 262,843 SUB-TOTAL: DEFERRED TAX ASSETS 369,368 307,750 264,067

NET DEFERRED TAX (LIABILITIES) ASSETS (79,844) (73,080) (16,129)

NOTE 19 FINANCIAL COMMITMENTS

As of December 31, 2009 this item included €13.7 million in guarantees given on behalf of direct and indirect subsidiaries and affiliates (December 31, 2008: €9.2 million; December 31, 2007: €21.6 million).

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NOTE 20 FINANCIAL INSTRUMENTS USED TO HEDGE MARKET RISKS 2

3 20-1 Interest-rate hedges 4 Caps, swaps and other options in euros and US dollars have been set up to hedge interest-rate risk on the interest payable on borrowings between January 2010 and December 2014. 5 Positions for 2010 to 2014 can be analyzed as follows by type of financial instrument: 6 Notional amount by maturity December 31, 2009 (in € millions) Within 1 year 1 to 5 years Beyond 5 years 7 Interest-rate options 1,600 150 - Variable-rate/ﬁ xed-rate swaps 570 843 - 8 Floors - 9 c Accrued premiums payable 10 TOTAL 2,170 993 - 11 Premiums reported under assets as of December 31, 2009 amounted to €3.7 million and will be paid in installments between 2010 and 2012.

20-2 Currency hedges

Currency risk on inter-company loans to subsidiaries outside the eurozone that are denominated in the subsidiaries’ functional currency but referenced in euros is hedged through swaps. As of December 31, 2009 currency swaps in place concerned MXN228.5 million, USD349.2 million, RUB533.9 million and ZAR170 million.

NOTE 21 AVERAGE NUMBER OF EMPLOYEES

2009 2008 2007 Management 42 44 43 Other 112

TOTAL 43 45 45

NOTE 22 DIRECTORS’ COMPENSATION

In 2009, total attendance fees paid to directors amounted to €232,750 compared with €195,400 in 2008.

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NOTE 23 RELATED-PARTY TRANSACTIONS 2

(in € thousands) Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 4 In the income statement c Services invoiced to subsidiaries 75,540 91,996 90,842 5 c Income from subsidiaries and affi liates 69,373 86,761 168,931 c Interest income 19,969 10,612 6,222 6 c Services invoiced by subsidiaries (39,744) (49,514) (50,149) 7 c Interest expense (3,860) (20,262) (21,267) In the balance sheet 8 c Loans to subsidiaries and affi liates 1,090 1,118 158,147 c Trade and other receivables 808,679 839,244 854,272 9 c Trade and other payables 192,823 424,290 566,687 10 Related companies are companies that are fully consolidated in the Faurecia Group consolidated financial statements. 11

NOTE 24 INFORMATION ON THE CONSOLIDATING ENTITY

Peugeot SA, 75, avenue de la Grande-Armée – 75116 Paris, France.

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> < CONTENTS > 1 10.1.6. FIVE-YEAR FINANCIAL SUMMARY 2

(in €) 2009 2008 2007 2006 2005 4 1 – Capital stock at year-end 5 a) Capital stock 626,139,528 170,765,336 170,765,336 169,814,652 169,635,207 b) Number of ordinary shares outstanding 89,448,504 24,395,048 24,395,048 24,259,236 24,233,601 6 c) Maximum number of shares to be issued: on exercise of stock options 1,594,223 1,435,183 1,258,303 1,265,715 1,176,550 7 2 – Results of operations a) Net sales 63,259,930 75,141,626 73,123,665 87,107,622 82,779,088 8 b) Income before tax, depreciation, amortization and provisions, and employee 9 profi t-sharing 37,896,293 28,051,012 81,680,821 213,707,224 7,136,829 c) Corporate income tax(1) (20,949,860) (26,683,576) (24,197,058) (10,521,688) (16,918,749) 10 d) Employee profi t-sharing 0 0 0 0 0 e) Net income (loss) 233,163,289 (136,508,655) 77,154,196 (165,225,090) (415,757,607) 11 f) Total dividend 3 – Per-share data a) Income after tax and employee profi t-sharing but before depreciation, amortization and provisions 0.66 2.24 4.34 9.24 0.99 b) Earnings/(loss) per share 2.61 (5.60) 3.16 (6.81) (17.16) c) Net dividend per share 4 – Employee data a) Average number of employees 43 45 45 48 49 b) Total payroll 8,500,376 11,504,857 13,553,151 9,784,935 9,307,516 c) Total benefi ts paid during the year 3,285,738 5,444,637 7,356,994 3,840,829 3,372,568

(1) The amounts in brackets represent tax benefits arising from group relief.

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< CONTENTS > 1 10.1.7. APPROPRIATION OF 2009 NET INCOME 2

3 (in €) Net income for the year 233,163,289 4 Recommended appropriation: 1- Source 5 Retained earnings carried forward from prior years 6 Net income for the year 233,163,289 233,163,289 7 2 - Appropriation Legal reserve 11,658,164 8 Additional paid-in capital 9 Retained earnings 221,505,125 233,163,289 10 Dividends for the last three years were as follows: 11 Total Number Net dividend dividend of shares per share Tax credit per share

Year (in €) (in €) (in €) 2006 24,259,236 - - - 2007 24,395,048 - - - 2008 24,395,048 - - - Recommended for 2009 89,448,504 - - -

Including treasury stock.

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> < CONTENTS > 1 10.1.8. SECURITIES PORTFOLIO AS OF DECEMBER 31, 2009 2

3 Carrying amount (in € thousands) Number Type and par value (in € thousands) 4 1. Main securities a) Investments in subsidiaries and affi liates 5 Faurecia Systèmes d’Échappements 5,648,700 Shares – €15 110,316 Faurecia Investments 5,043,998 Shares – €15 452,488 6 Faurecia Industries 539,200 Shares – €8.45 50,024 7 Faurecia USA Holdings Inc. 3,600 Shares – USD 0.001 310,299 Sté Internationale de Participations (SIP) 9,999,999 Shares 0 8 Faurecia Automotive España S.L. 126,859 Shares – €6 76,449 SFEA – Société Foncière pour l’Équipement Automobile 642,499 Shares – €15 9,947 9 Financière Faurecia 2,200,000 Shares – €15 53,841 10 Trecia 6,762 Shares – €15 6,600 Faurecia Exhaust Systems sro. 1 Shares 19,759 11 Faurecia Magyarorszag Kipufogo-Rendszer Kft 24,900,000 Shares – HUF 1 0 Faurecia Systemy Kierownicze SpZoo 20 Shares – PLN 500 3 Faurecia Sistemas de Escape Argentina S.A. 1,802,379 Shares – Peso 1 7,328 EAK – Composants pour l’Industrie Automobile SAS 158,722 Shares – €15 0 Faurecia Tongda Exhaust System (Wuhan) Co, Ltd. 1 Shares 2,217 Ecia South Africa Ltd. 10 Shares – Rand 1 0 EAK – Composants pour l’Industrie Automobile SNC 51,510 Shares – €15 0 Faurecia Honghu Exhaust Systems Shanghai Co, Ltd. 1 Shares 1,212 Faurecia Automotive Holdings 23,422,554 Shares – €1 449,060 Faurecia Automotive GmbH (formerly SAI Automotive AG) 1 Shares 142,785 Faurecia Services Groupe 2,500 Shares – €16 1 Faurecia Exhaust International 1,932,750 Shares – €15 27,051 Faurecia Global Purchasing 1 1 share of €1,000 1 Faurecia Sistemas de Escape Portugal Lda 1 Shares 1 Flamant jaune 2,500 Shares – €16 40 Flamant bleu 2,500 Shares – €16 40 Toucan participations S.A. 2,494 Shares – €16 40 Toucan investissements S.A. 2,494 Shares – €16 40 Faurecia Exhaust Systems Moravia Sro 200,000 Shares – CZK 1 8 SUB-TOTAL 1,719,550 2. Marketable securities Faurecia 270,814 Shares – €7 4,263

TOTAL 1,723,813

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< CONTENTS > 1 10.1.9. FAURECIA SUBSIDIARIES AND AFFILIATES AS OF DECEMBER 31, 2009 2

3 Reserves and retained earnings 4 before appropriation 5 of net income Gross value (in € thousands) Capital stock (loss) % interest of investment 1. Detailed information 6 A. Subsidiaries (at least 50% owned) 7 Faurecia Investments (formerly Bertrand Faure SP) 75,660 62,573 100.00 452,488 Financière Faurecia 33,000 54,789 100.00 53,841 8 Sté Internationale de Participations (SIP) 19,273 (14,568) 100.00 40,196 Faurecia USA Holdings Inc. 15 448,287 82.55 475,299 9 Eak SAS 4,668 2,930 51.00 2,420 10 Faurecia Sistemas de Escape Argentina 336 (6,435) 98.00 25,975 Faurecia Industries 4,556 (54,684) 100.00 188,176 11 Faurecia Systèmes d’Échappement 84,731 167,280 100.00 110,316 SFEA Société Foncière pour l’Équipement Automobile 9,638 687 100.00 9,947 Faurecia Exhaust Systems SRO (Czech Republic) 20,039 (7,250) 100.00 19,759 Faurecia Automotive Holdings 23,423 208,856 100.00 918,260 Faurecia Exhaust International 28,991 (3,335) 100.00 29,302 B. Affi liates (10% to 50% owned) Faurecia Automotive España S.L. 7,138 290,921 10.66 76,449 Faurecia Automotive GmbH (formerly SAI Automotive AG) 196,420 167,123 25.81 225,020 Faurecia Tongda Exhaust System (Wuhan) Co. Ltd. (formerly TEEC) 4,637 13,390 50.00 2,217 Trecia 203 8,930 50.00 8,556 2. Aggregate information about other companies Subsidiaries and affi liates not included in section A 2,306 Subsidiaries and affi liates not included in section B 2

TOTAL 2,640,530

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> < CONTENTS > 1

4 Dividends Exchange rate used Carrying Outstanding Guarantees Last Last published received or to for non-French 5 amount of loans and given by the published net income be received by subsidiaries and investment advances Company sales (loss) the Company affi liates 6

7 452,488 (188,413) 53,841 495,367 26,153 6,292 8 0 10,927 21 (535) 310,299 178,391 20,689 6,147 0 €1 = USD 1.4406 9 0 489 383 0 10 7,328 6,311 23,810 (2,984) €1 = ARS 5.4745 50,024 64,344 (12,837) 11 110,316 416,873 10,050 20,053 9,947 97 289 19,759 141,008 (2,990) €1 = CZK 26.473 449,060 32,830 116,619 27,052 (1,265)

76,449 227,949 41,859 142,786 2,881 8,301 12,906

2,217 65,448 7,980 3,199 €1 = CNY 9.8350 6,600 45,126 (1,380)

1,383 1,220 900 2 24

1,719,550 43,663

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< CONTENTS > 1 10.1.10. STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS 2

Year ended December 31, 2009 3 4 This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. The Statutory Auditors’ report includes information specifically required by 5 French law in such reports, whether modified or not. This information is presented below the opinion on the financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant 6 accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account captions or on 7 information taken outside of the financial statements. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing 8 standards applicable in France. 9

To the Shareholders, 10 In compliance with the assignment entrusted to us by the Annual Shareholders’ Meeting, we hereby report to you, for the year ended 11 December 31, 2009, on: c the audit of the accompanying financial statements of Faurecia S.A.; c the justification of our assessments; c the specific verifications and information required by law. These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.

I – Opinion on the financial statements

We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as of December 31, 2009 and of the results of its operations for the year then ended in accordance with French accounting principles.

II – Justification of our assessments

The accounting estimates used in the preparation the financial statements for the year ended December 31, 2009 were made in the context of the current financial crisis and the economic outlook remains difficult to foresee. It is in this context, in accordance with Article L. 823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, that we bring to your attention the following matters: c Note 1.2 to the financial statements presents the rules and methods applied to investments. A provision for impairment is set aside if the value in use of an investment falls below its gross value. Value in use is based on the subsidiary’s revalued net assets, profitability and future outlook. As part of our assessment of the accounting principles and methods applied by the Company, we verified the appropriateness of the above-mentioned accounting methods and examined the application methods and the assumptions used by the Company. These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

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> < CONTENTS > 1 III – Specific verifications and information 2 In accordance with professional standards applicable in France, we have also performed the specific verifications required by French law. We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in 3 the management report of the Board of Directors, and in the documents addressed to the shareholders with respect to the financial position and the financial statements. 4 Concerning the information given in accordance with the requirements of Article L. 225-102-1 of the French Commercial Code relating to remuneration and benefits received by corporate officers and any other commitments made in their favor, we have verified its 5 consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from companies controlling it or controlled by it. Based on this work, we 6 attest to the accuracy and fair presentation of this information. We draw your attention to the reasons presented in the management report explaining that your Company does not have any information on compensation and benefits granted by the controlling entity to corporate officers of the Company who are not corporate officers of the controlling entity. 7 As required by law, we have also verified that the names of the principal shareholders and holders of voting rights are disclosed in the management report. 8 9

Neuilly-sur-Seine and Paris La Défense, April 12, 2010 10

The Statutory Auditors 11

PricewaterhouseCoopers Ernst & Young Audit Dominique Ménard Laurent Miannay

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< CONTENTS > 1 10.1.11. STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED 2 AGREEMENTS AND COMMITMENTS 3

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments 4 issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. 5

6 To the Shareholders, 7 In our capacity as Statutory Auditors of Faurecia S.A., we hereby report to you on regulated agreements and commitments with third parties. 8 Agreements and commitments authorized in 2009 9 In accordance with Article L. 225-40 of the French Commercial Code (Code de commerce), we were advised of the following agreements and commitments which were granted prior authorization by the Board of Directors. 10 Our responsibility does not include identifying any undisclosed agreements or commitments. We are required to report to shareholders, based on the information provided, on the main terms and conditions of the agreements and commitments that have been disclosed 11 to us, without commenting on their relevance or substance. Under the provisions of Article R.225-31 of the French Commercial Code, it is the responsibility of the shareholders to determine whether the agreements are appropriate and should be approved. We conducted our work in accordance with professional standards applicable in France. These procedures consisted in verifying that the information given to us agrees with the underlying documents. With Faurecia Sièges d’Automobile, subsidiary of your Company Type and purpose Faurecia issued a counter guarantee to BNP Paribas at the time that Faurecia Sièges d’Automobile took over the Caligny site lease. Terms and conditions The terms and conditions of the Caligny lease provide that Flers Invest, the lessor, should receive from BNP Paribas a bank guarantee covering the payment of two years’ rent excluding VAT (i.e., €4,784,000). This guarantee will be updated on a regular basis. BNP Paribas requested that this bank guarantee be counter-guaranteed by Faurecia. In accordance with the authorization granted by the Board of Directors on March 2, 2009, in 2010 Faurecia will cross-charge its subsidiary Faurecia Sièges d’Automobile for the costs relating to the counter guarantee in 2009.

Agreements and commitments entered into in prior years and which remained in force during the year

In accordance with the French Commercial Code, we were informed of the following commitments and agreements entered into in prior years, which remained in force during the year. 1. With Peugeot SA Type and purpose On November 26, 2008, in accordance with the authorization granted by the Board of Directors on October 16, 2008, the Company signed a loan agreement with its parent company Peugeot SA by which Peugeot SA makes available to the Company a credit line of €250 million, concurrently with the renewal of the syndicated bank loan for a global amount of €1,170 million. Terms and conditions The two loans are correlated so that the drawdowns made on the Peugeot SA loan are proportionate to those made on the syndicated bank loan, based on the same rates and periods. At December 31, 2009, €128 million of this loan had been used.

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> < CONTENTS > 1 2. With the subsidiaries Faurecia Automotive Industrie, Faurecia Industries, Faurecia Intérieur Industrie, Faurecia Sièges d’Automobile, Faurecia Systèmes d’Échappement, Sielest, Siemar and Sotexo 2 a. Type and purpose 3 On December 19, 2008, the Company and the above subsidiaries signed an addendum to the securitization agreement signed on November 8, 2000 and renewed on November 30, 2007 with Société Générale, its purpose being to extend the deadline for Société Générale’s commitment to November 27, 2009, renewable by successive periods of 364 days, until November 27, 2012 at the latest. 4 Terms and conditions 5 This addendum has no impact on the loan agreement signed by your Company and the above-mentioned subsidiaries within the scope of the securitization agreement. 6 b. Type and purpose In accordance with the authorization granted by the Board of Directors on July 17, 2007, on November 30, 2007 Faurecia and 7 the above-mentioned subsidiaries (hereinafter referred to as the “Transferors”) renewed the securitization agreement signed on November 8, 2000 with Société Générale. 8 Terms and conditions The main clauses of the agreement are identical to those in the original agreement, notably concerning the €300 million cap on the 9 amount of receivables that may be sold. Under this agreement, Faurecia: c acts as the Transferors’ representative; 10 c receives payments from Société Générale for the sold receivables, and subsequently forwards these payments to the Transferors; 11 c pays fees to Société Générale on behalf of all the Transferors which it subsequently passes on to the Transferors under the cash pooling agreement signed between Faurecia and the subsidiaries concerned. The securitization agreement initially signed on November 8, 2000 with Société Générale was terminated with effect from July 16, 2009. As of December 31, 2009, there are no outstanding receivables to be sold with respect to this agreement. 3. With Faurecia Sièges d’Automobile Type and purpose The Company has given a guarantee to Agence de l’Eau Loire-Bretagne covering a loan for an initial amount of €237,820 made to Faurecia Sièges d’Automobile. Terms and conditions The balance of this loan was fully repaid by Faurecia Sièges d’Automobile in 2009 and there was no outstanding balance as of December 31, 2009.

Neuilly-sur-Seine and Paris La Défense, April 12, 2010

The Statutory Auditors

PricewaterhouseCoopers Ernst & Young Audit Dominique Ménard Laurent Miannay

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< CONTENTS > 1 10.2. Capital and share performance 2 3

10.2.1. FAURECIA AND ITS SHAREHOLDERS 4 5 All of Faurecia’s shareholders are given full, clear and Annonces Légales Obligatoires). This information is rounded out transparent information which is tailored to their specific by press releases for both the financial community and the 6 needs and provides them with an objective view of the Group’s general public regarding matters that are of major importance growth strategy and earnings performance. This financial in understanding the Company’s strategy. In addition, periodic communication policy is aimed at ensuring that all shareholders meetings are held on an interactive basis with financial 7 have access to the information required in accordance with analysts and business journalists in order to give updates on customary market practice. the Group’s goals, products and results. 8 A broad range of documents covering Faurecia’s operations, In 2009, Faurecia organized fifty different events and meetings strategy and financial performance – including regulatory in four countries, attended by around two hundred institutional 9 information, registration documents, interim financial reports, investors and financial analysts. Themed presentations were shareholders’ newsletters, the Company’s bylaws and the also organized for analysts, investors and asset managers. 10 Board’s internal rules – are available in the “Shareholders & In addition, employee shareholders have access to a dedicated Investors” section of the Group’s website at www.faurecia. space on Faurecia’s Intranet that provides information on the com or can be obtained on request from the Investor Relations 11 Group employee savings plan. department. Shareholders can also automatically receive documents such as the annual report, corporate brochures Annual reports presented and filed as registration documents and press releases, through a free subscription service by with the Autorité des Marchés Financiers (AMF) and interim e-mailing [email protected]. financial reports are broadly circulated within the financial community. Faurecia regularly publishes the disclosures required by listed companies in the French legal gazette, the BALO (Bulletin des

2010 FINANCIAL CALENDAR

February 9, 2010 7:30 a.m. Second-half and full-year 2009 results announcement April 19, 2010 8 :00 a.m. First-quarter 2010 sales release May 26, 2010 10:3 0 a.m. Annual Shareholders’ Meeting July 22, 2010 7:30 a.m. First-half 2010 results announcement

10.2.2. FAURECIA’S CAPITAL

No shares have been issued that do not represent the fully-paid up shares with a par value of €7 each, all in the same Company’s capital. As of December 31, 2009, the Company’s class. These shares represent 106,581,293 voting rights. capital amounted to €626,139,528, divided into 89,448,504

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> < CONTENTS > 1 Based on information taken from shareholder accounts, Faurecia’s ownership structure and voting rights as of December 31, 2009 were as follows: 2

Double Single voting 3 Shareholder Shares (%) voting rights rights Total (%) Peugeot SA 63,380,509 70.86 17,285,197 46,095,312 80,665,706 75.69 4 Faurecia Actionnariat corporate mutual fund 127,689 0.14 67,537 60,152 195,226 0.18 5 Treasury stock 270,814 0.30 0 0 0 0 Other 25,669,492 28.70 50,869 25,618,623 25,720,361 24.13 6 7 TOTAL 89,448,504 100 17,403,603 71,774,087 106,581,293 100 8

Changes in ownership structure over the last three years are One Equity Partners acquired a stake in Faurecia on February 8, 9 presented in section 10.3.2.2. 2010 and, on March 9, 2010, announced the sale of 4,865,641 Faurecia shares, representing 4.4% of the Company’s share According to the information disclosed to the Company and/or 10 capital. Lee Gardner participated in the transaction through the the market, as of December 31, 2009: sale of 475,000 shares, representing 0.4% of share capital. c Richelieu France held 1.98% of Faurecia’s capital, 11 Following the Ordinary and Extraordinary Meeting held on representing 1.16% of the voting rights; February 8, 2010 in which the Company’s shareholders c no other shareholder held over 5% of the Company’s capital approved the issuance of new shares as payment for the Emcon or voting rights; Technologies acquisition, Faurecia’s ownership structure was significantly different as of April 14, 2010 compared with c 4,695,000 registered shares, i.e. 5.25% of Faurecia’s capital, December 31, 2009. were pledged with Société Financière de Banque (SOFIB). Based on the information disclosed to the Company and/or Peugeot SA is the only holder of registered shares which the market, as of April 14, 2010, Peugeot SA and One Equity reported pledges on the Company’s shares. Partners (OEP) both held over 5% of Faurecia’s capital and The Company has not been notified of any shareholders’ voting rights (see table below). agreements.

As of April 14, 2010, Faurecia’s capital amounted to €772,567,096, divided into 110,366,728 fully paid-up shares with a par value of €7 each, all in the same class. These shares represent 127,500,717 voting rights.

Double Single Number of voting voting Total Shareholder shares (%) rights rights voting rights (%) PSA Peugeot Citroën 63,380,509 57.43% 17,285,197 46,095,312 80,665,706 63.27% One Equity Partners, II LP* 12,885,944 11.68% 0 12,885,944 12,885,944 10.11% OEP II Co-Investors LP* 283,536 0.26% 0 283,536 283,536 0.22% OEP II Partners Co-Invest, LP* 1,164,049 1.05% 0 1,164,049 1,164,049 0.91% Employees (Faurecia Actionnariat and Faurecia Actionnariat International corporate mutual funds) 127,689 0.12% 67,537 60,152 195,226 0.15% Free ﬂ oat 32,241,253 29.21% 51,469 32,190,384 32,293,322 25.34% Treasury stock 270,814 0.25% 0 0 0 0%

TOTAL 110,366,728 100% 17,403,603 92,692,311 127,500,717 100%

* On February 17, 2010, One Equity Partners II LP, OPE II Co-Investors LP, OPE II Partners Co-Invest, LP, and OEP Emissions Holdings Ltd. declared to the AMF and the Company that they are acting in concert with respect to Faurecia.. The Company’s Directors hold approximately 0.001% of the Company’s capital and voting rights.

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< CONTENTS > 1 10.2.3. CHANGES IN FAURECIA’S SHARE PRICE 2

Faurecia shares are traded on Euronext Paris (compartment A) The average price of Faurecia shares during 2009 was €9.79, 3 of NYSE Euronext. with a high of €17.77 on October 20 and a low of €5.56 on June 24. In 2009, Faurecia’s share price rose 55.9% to €15.40 at the year- 4 end, compared with €9.88 as of December 31, 2008. Between Average monthly trading volumes for 2009 as a whole end-May and end-December, following the rights issue carried corresponded to 7,250,314 shares, or €78.52 million. The 5 out on May 26, 2009 at a price of €7 per share, the share price figure increased significantly after the rights issue carried increased 126.0% from €6.81 to €15.40. out in 2009, with average monthly transactions of 10,524,814 6 shares between June and December 2009, representing €119.49 million (turnover rate of 11.77%). 7

10.2.3.1. Share price and trading volumes (source: Euronext) 8 9 Price (in €) Trading volume Number of Amount 10 Share price and trading volumes High Average Low Close shares (in € thousands) 2008 11 September 26.27 23.94 18.26 20.28 465,371 11,000 October 20.90 14.84 9.61 10.73 1,046,502 14,960 November 12.45 10.15 7.80 11.73 1,166,339 12,210 December 12.50 10.91 9.30 9.88 909,291 10,210

Price (in €) Trading volume Number of Amount Share price and trading volumes High Average Low Close shares (in € thousands) 2009 January 8.83 7.92 7.26 7.75 499,502 5,250 February 8.62 7.31 6.49 6.85 384,057 3,770 March 6.85 6.43 6.04 6.12 201,492 1,700 April 9.17 8.05 6.38 8.40 1,292,912 11,870 May 9.60 7.69 6.52 6.81 10,952,102 83,130 June 7.37 6.67 5.56 6.42 9,603,275 64,350 July 8.70 6.89 5.70 8.62 13,371,620 98,930 August 10.19 9.08 8.05 9.60 8,710,004 79,350 September 15.49 12.30 8.71 14.83 13,967,635 174,850 October 17.77 15.29 12.62 13.21 13,947,323 212,340 November 15.84 14.42 12.90 14.00 8,393,034 120,773 December 15.95 15.08 14.06 15.40 5,680,806 85,871

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> < CONTENTS > 1

Price (in €) Trading volume 2 Number of Amount Share price and trading volumes High Average Low Close shares (in € thousands) 3 2010 January 18.20 16.39 14.90 15.31 7,671,357 125,842 4 February 16.21 13.55 11.83 12.78 10,431,518 140,201 March 15.56 13.70 12.78 14.88 12,356,826 176,990 5 6 10.2.3.2. Stock market data 7

2009 2008 2007 8 Stock market capitalization at year-end (in € millions) 1,377.5 241.05 1,136.8

Share price (in €) 9 c High 17.77 48.16 68.00 c Low 5.56 7.80 46.51 10 Share price at year-end (in €) 15.40 9.88 46.60 11 Shareholders’ equity per share (in €) 2.87 8.32 32.88

10.2.3.3. Dividends

FAURECIA SHARES

Number of shares carrying Dividends Year dividend rights paid 2007 24,395,048 - 2008 24,395,048 - 2009 89,448,504 -

10.2.3.4. Dividend payment policy

The Company pays dividends in line with the practices of other similar companies, based on the Group’s results for the year.

10.2.3.5. Per share data

(in €) 2009 2008 2007 Diluted earnings (loss) per share (6.85) (23.83) (9.87) Cash ﬂ ow per share 1.32 7.25 13.65

The method used to calculate the weighted average number of shares after dilution to determine per share data is explained in Note 9 to the consolidated financial statements.

Faurecia 2009 REGISTRATION DOCUMENT 197 Legal and ﬁ nancial information 10 Additional information on Faurecia S.A

< CONTENTS > 1 10.3. Additional information on Faurecia S.A. 2 3

10.3.1. HISTORY AND DEVELOPMENT 4 5 Roots 1990. Epeda Bertrand Faure draws on its experience in manufacturing seating for transport vehicles – cars, trains, 6 1891. The first automobiles, in the modern sense, are made, trams etc. – to gradually diversify into other business segments. powered by gasoline engines. The first steel tubes follow, It first branches out into bedding, through the Epeda and 7 patented by Peugeot and made at sites including Audincourt, in Mérinos brands, then luggage with Delsey in 1982 and finally the Doubs region of eastern France. the aeronautics sector through Ratier-Figeac in 1987, but with automotive seating components nevertheless remaining the 8 1914. At Levallois-Perret to the west of Paris, Bertrand Faure core business and the French market still accounting for a opens his first workshop, making seats for Paris trams and significant portion of revenue. After carrying out acquisitions underground trains. 9 in Portugal, Spain and Canada as from 1977, and gaining a 1929. Bertrand Faure acquires the license for the Epeda modest foothold in Germany, the company’s international 10 process enabling the company to fine-tune its seats for the expansion takes off, with the acquisition of Germany-based automotive industry and develop a new product – the spring Rentrop. Epeda Bertrand Faure then becomes European leader mattress. Both businesses take off significantly after the in the automotive seating business. Throughout the 1990s until 11 Second World War. Bertrand Faure clients include Renault, 1998, the company concentrates on its automotive equipment Peugeot, Citroën, Talbot, Panhard-Levassor, Berliet and Simca. expertise, selling off its other businesses in bedding (Epeda and Mérinos), aeronautics (Ratier-Figeac) and luggage (Delsey). 1950. Bernard Deconinck, son-in-law of Joseph Allibert, who had founded the Allibert company in Isère (eastern France) in 1992. Ecia sells its bicycles business, followed by its tooling 1910, decides to invest in a huge injection press, imported from business in 1993, and makes significant acquisitions of exhaust the USA, to mould large plastic parts in a single piece. He then systems specialists – including Tubauto and Eli Échappement turns from refrigerator manufacturers to automotive industry in France, Leistritz Abgastechnik in Germany and Silenciadores customers. PCG in Spain – to become European number one for exhaust systems. Its Seating division joins forces with the Spanish 1955. The Frères Peugeot company, one of whose subsidiaries automotive equipment supplier Irausa to form Ardasa. Clients is Peugeot et Cie, starts production of automotive equipment, for exhaust systems, seats, interior fittings and front ends diversifying over time to make products such as seats, exhaust include Volkswagen, Renault, Daimler Chrysler, Opel, Honda systems and steering columns. Operations extend outside and Mitsubishi. France and some products are dropped to concentrate on new production lines. December 11, 1997. Ecia launches a friendly bid for Bertrand Faure, bringing its direct and indirect stake in this group to 99%. 1972. François Sommer, grandson of Alfred Sommer, merges The acquisition leads to the formation of the Faurecia Group in his automotive floor coverings company with that of Bernard 1998 with the underlying aim of focusing on the automotive Deconinck’s company, Allibert, to found the Sommer Allibert equipment business. At the same time as Bertrand Faure Group, combining know-how in textiles and plastics. sells its luggage business (Delsey) and aeronautics business In the early 1980s, Sommer Allibert invests heavily to (Ratier-Figeac), Ecia sells its motorcycles business (Peugeot meet the needs of the automotive industry and becomes Motocycles) to the PSA Peugeot Citroën Group in 1998. a leading specialist in interior vehicle fittings for all of the June 1999. Ecia and Bertrand Faure merge, resulting in the PSA major automakers. International expansion follows, with Peugeot Citroën Group holding a 52.6% stake in Faurecia by the the acquisition of Spain-based Lignotock, and an extended end of 1999. Faurecia reports sales of over €4 billion, with a presence in Germany from 1993. workforce of 32,000. As well as boosting its size and helping 1987. Cycles Peugeot and Aciers & Outillages Peugeot are it gain a worldwide position in automotive seating, Bertrand merged to form Ecia (Équipements et Composants pour Faure gives Ecia a broader geographical and commercial l’Industrie Automobile), the PSA Peugeot Citroën Group’s reach, especially in Germany, where the company has strong specialist automotive equipment subsidiary. Ecia then links with manufacturers such as Volkswagen and BMW. undergoes ten years of intense industrial and geographical development.

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> < CONTENTS > 1 Late 1999. The Faurecia Group extends its exhaust systems their joint venture (SAS) that assembles cockpits for BMW, coverage in North America with the acquisition of the US Daimler Chrysler, the Ford group, Renault-Nissan and the 2 company AP Automotive Systems. Volkswagen group. October 2000. Faurecia purchases Sommer Allibert. By 2005. To step up Korean operations, Faurecia raises its stake 3 financing this transaction, the PSA Peugeot Citroën Group in Daeki (specializing in exhaust systems for Hyundai) to 100%, raises its stake in Faurecia to 71.5%. With good coverage of and sets up a joint venture with the South Korean company 4 Germany and Spain, the Group commands high market share Kwang Jin Sang Gong, to produce door modules for Hyundai for vehicle interior fittings in Europe, especially for door and Motors and Kia Motors. instrument panels and acoustic modules. 5 2007. Faurecia takes over the bumper operations of Cadence 2001. The Sommer Allibert acquisition is finalized through a Innovation France, enabling the Group to strengthen its market 6 public offer to buy out Sommer Allibert’s minority shareholders. positioning in this sector in France. The resulting Group posts sales of €9.6 billion. Faurecia then 2009. Faurecia acquires Emcon Technologies (formerly Arvin buys out the remaining minority shares held by external 7 Industries), becoming the world leader in the exhaust systems shareholders in Sommer Allibert’s German subsidiary SAI market. This business combination strengthens Faurecia’s Automotive AG. position with automakers in Germany (as Arvin Industries 8 2002. The Faurecia Group acquires a 49% stake in the South acquired Zeuna Stärker in 1998), the USA (particularly Ford), Korean catalytic converter maker Daeki Industrial, number two South America, India and Thailand. It also enables Faurecia 9 in its market. The same year, Faurecia forms a joint venture to enter the commercial vehicles market (trucks and off-road with the Taiwanese automotive equipment company GSK, with vehicles). Following completion of the all-equity deal, One 10 a view to making seats at Wuhan, in China. Equity Partners (JP Morgan Chase & Co’s private equity arm) holds a 17.3% stake in Faurecia and PSA Peugeot Citroën’s 2003. Faurecia follows up these acquisitions by buying the interest is reduced to 57.4%. 11 South Korean exhaust systems company Chang Heung Precision, which holds market share of over 20%. This gives Faurecia buys out joint venture partner Tata to become the Faurecia’s Exhaust Systems business a manufacturing sole owner of Taco Faurecia Design Center. The company is presence in all continents. In Europe, the Group finalizes an renamed Faurecia Automotive Engineering India and becomes agreement with Siemens-VDO on strengthening and extending Faurecia’s development center in India.

10.3.2. LEGAL INFORMATION ABOUT THE COMPANY

10.3.2.1. General information Faurecia abides by the legal and regulatory provisions that apply to the governing bodies of listed companies and reports about the Company in this Registration Document on the application of the recommendations made in relation to said Code. COMPANY NAME AND HEADQUARTERS c Company name: Faurecia AUDITORS c Headquarters: 2, rue Hennape – 92000 Nanterre – France The Company’s accounts are audited by two Statutory Auditors, appointed in accordance with Article L. 225-228 of the French c Tel.: +33 (0) 1 72 36 70 00 Commercial Code. c Fax: +33 (0) 1 72 36 70 07 DATE OF INCORPORATION AND TERM c www.faurecia.com Incorporated on July 1, 1929. LEGAL FORM Term expires on December 31, 2027. Faurecia is a listed société anonyme (joint-stock corporation) governed by the French Commercial Code and the related INCORPORATION DETAILS implementing regulations. It complies with generally accepted The Company is registered with the Nanterre Trade and corporate governance principles for listed companies in Companies Registry under number 542 005,376. France, notably the AFEP-MEDEF Corporate Governance Code of Listed Corporations issued in December 2008. APE (business identifier) code: 7010Z (company administration).

Faurecia 2009 REGISTRATION DOCUMENT 199 Legal and ﬁ nancial information 10 Additional information on Faurecia S.A

< CONTENTS > 1 CONSULTATION OF CORPORATE DOCUMENTS As of December 31, 2009, the Company’s net debt, corresponding to borrowings less cash and cash equivalents and net 2 During the period of validity of this Registration Document, the intercompany cash advances, amounted to €714.9 million, following documents (or copies thereof) can be consulted at the compared with €1,401.2 million in consolidated net debt for the Company’s headquarters: 3 Group as a whole. a. The Company’s articles of incorporation and bylaws; 4 b. Financial information on Faurecia S.A. and its subsidiaries FISCAL YEAR for each of the two fiscal years prior to publication of the The Company’s fiscal year covers the twelve-month period 5 Registration Document. from January 1 to December 31. 6 CONTACT INCOME APPROPRIATION Faurecia Income available for distribution corresponds to net income for 7 Dominique Laulan the year, less any losses carried forward from prior years and General Counsel any amounts appropriated to reserves in compliance with the 2, rue Hennape – 92000 Nanterre – France law or the bylaws, plus any retained earnings. 8 The above documents can also be viewed on the Company’s Out of this income, the Shareholders’ Meeting determines the website at www.faurecia.com portion attributed to shareholders in the form of dividends and 9 deducts the amounts it considers appropriate to allocate to any CORPORATE PURPOSE reserve funds or to carry forward. 10 The Company’s purpose, as set out in Article 3 of the bylaws, is However, except in the case of a capital reduction, no summarized below: distributions may be made to shareholders if the Company’s 11 shareholders’ equity represents – or would represent after c to establish, acquire, operate directly or indirectly or invest in the planned distribution – less than its capital stock plus any any and all industrial, trading or service companies in France reserves which, according to the law or the bylaws, are not or abroad; available for distribution. c to provide administrative, financial and technical assistance The Shareholders’ Meeting may also decide to distribute to subsidiaries and affiliates; amounts deducted from optional reserves in order to pay or c to manufacture and sell any and all products, accessories increase a dividend or pay a special dividend. or equipment for the automotive and other industries, The Company’s bylaws provide that the Ordinary Shareholders’ and generally to conduct any and all related commercial, Meeting approving the financial statements for the year may industrial, real estate and other transactions. also decide to offer each shareholder the option between the payment of the dividend or the interim dividend in cash or in THE COMPANY’S ROLE IN RELATION TO ITS shares. SUBSIDIARIES Faurecia is a holding company, whose assets are primarily DIVIDENDS – STATUTE OF LIMITATIONS made up of investments in subsidiaries and affiliates. The Dividends not collected within five years of the payment date Group’s industrial assets are held by the operating subsidiaries. will be time-barred and paid over to the French Treasury. Faurecia provides direct and indirect financial, accounting, management, administrative and other services to Group REGISTRAR AND PAYING AGENT companies. The registrar and paying agent for Faurecia shares is A list of consolidated companies as of December 31, 2009 is Crédit Agricole – Caisse d’Epargne Investor Services (CACEIS), provided in section 9 and a simplified organization chart of the 14, rue Rouget-de-Lisle, 92862 Issy-les-Moulineaux Cedex 9, Group’s operating companies is set out in section 10.3.2.3 of France. this Registration Document. Group subsidiaries are financed on a centralized basis, primarily STOCK MARKET DATA through Faurecia and Financière Faurecia – which performs a cash pooling role – in order to enable the subsidiaries to benefit Faurecia shares are listed on Euronext Paris (compartment from the favorable market conditions obtained from lenders by A) of NYSE Euronext under ISIN Code FR 0000121147. They Faurecia. are included in the SBF 80, MID & SMALL 190 and NEXT 150 indexes and are eligible for inclusion in personal equity plans (PEA) and the deferred settlement service (SRD).

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> < CONTENTS > 1 GENERAL SHAREHOLDERS’ MEETINGS DISCLOSURE THRESHOLDS (ARTICLE 24 OF THE BYLAWS) 2 Shareholders’ Meetings are held at the Company’s headquarters or at any other venue specified in the notice of Meeting. When an individual or corporate shareholder, acting alone or in concert within the meaning of Article L. 233-10 of the 3 Holders of registered shares are notified by mail; the other French Commercial Code, raises their interest to above 2% of shareholders are notified via the relevant banks and brokers the Company’s voting rights, said shareholder must inform the through the financial notices provided for by the applicable 4 Company of the total number of shares and voting rights held by regulations. the shareholder, within five trading days of the threshold being A continually updated schedule of all of the Group’s financial crossed, by registered letter with return receipt requested. This 5 events, including the date of the Shareholders’ Meeting, is 2% disclosure threshold applies in addition to the 5% threshold available on Faurecia’s website at www.faurecia.com. provided for in Article L. 233-7 of the French Commercial Code. 6 To be entitled to attend Shareholders’ Meetings in person or The shareholder must also inform the Autorité des Marchés to be represented by proxy, holders of registered shares must Financiers within the same timeframe, so that the latter can 7 have their shares recorded in the registered share account disclose this information to the public, in accordance with its kept by the Company and holders of bearer shares must have General Regulations. 8 their shares recorded in a share account kept by their bank or In the case of failure to comply with these disclosure rules, at the broker at least three (3) days prior to the date of the Meeting. request of one or several shareholders present or represented The person who issues the notice of Meeting may, however, 9 at the Meeting with combined holdings representing at least reduce this period if he or she sees fit. 2% of the capital or voting rights, the undisclosed shares will 10 The rights of shareholders, which may only be amended in be stripped of voting rights. Said request must be recorded in accordance with the conditions laid down by French law, are the minutes of the Shareholders’ Meeting. not affected by any other provision of the bylaws. 11 This procedure is in addition to the legal requirements concerning disclosure thresholds set out in Article L. 233-7 of VOTING RIGHTS the French Commercial Code. The Company’s bylaws do not provide for any restrictions The rights of shareholders, which may only be amended in on voting rights. Voting rights at Ordinary, Extraordinary accordance with the conditions laid down by French law, are and Special Shareholders’ Meetings are exercisable by the not affected by any other provision of the bylaws. beneficial owner of the shares. ARRANGEMENTS WHOSE OPERATION COULD RESULT DOUBLE VOTING RIGHTS IN A CHANGE IN CONTROL OF THE COMPANY OR WHICH All fully paid-up shares that have been registered in the name COULD POSTPONE OR PREVENT A CHANGE IN CONTROL of the same holder for at least two (2) years carry double voting To the best of the Company’s knowledge there are no rights. In the case of a bonus share issue paid up by capitalizing arrangements in place whose operation could result in a retained earnings, income or additional paid-in capital, the change in control of the Company at a future date. bonus shares allotted in respect of registered shares carrying double voting rights will also carry double voting rights as from There are currently no deeds, bylaws, charters, regulations or the date of issue. This double voting right may be cancelled contractual provisions in place that could postpone or prevent following a decision of the Extraordinary Shareholders’ Meeting a change in control of the Company. and after having informed a Special Meeting of the beneficiary shareholders. ARRANGEMENTS ENTERED INTO BY THE COMPANY WHICH WOULD BE AMENDED OR TERMINATED Shares that are transferred or converted to bearer form are stripped of double voting rights. However, double voting IN THE EVENT OF A CHANGE IN CONTROL rights are not lost and the above-mentioned two-year period OF THE COMPANY continues to run when shares are transferred following the The syndicated loan agreement entered into by the Company liquidation of a marital estate, or by way of an inheritance or on November 27, 2008 includes an acceleration clause under in the form of an inter vivos gift to a spouse or a relative in the which – subject to certain conditions – each bank may require direct line of succession. immediate payment of outstanding sums in the event of a change in control of the Company. Furthermore, the bond issue carried out on November 26, 2009 stipulates that bondholders may request the early redemption of all or part of their bonds, under the conditions of the memorandum issued on November 18, 2009 having been approved by the AMF under no. 09-337.

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< CONTENTS > 1 MEASURES TAKEN BY THE COMPANY TO ENSURE 10.3.2.2. Additional information THAT CONTROL IS NOT EXERCISED IN AN ABUSIVE 2 MANNER on the Company’s capital The measures taken by the Company to ensure that control As of December 31, 2009 the Company’s capital amounted 3 is not exercised in an abusive manner are described in the to €626,139,528, divided into 89,448,504 fully paid-up shares following sections of this Registration Document: with a par value of €7 each, all of the same class. These shares 4 represent 106,581,293 voting rights. No shares have been c section 8.1.1.: relating to the presence of independent issued that do not represent the Company’s capital. directors on the Board of Directors and Board Committees; 5 As of April 14, 2010, the Company’s capital amounted to c section 8.1.: report by the Chairman of the Board of Directors €772,567,096, divided into 110,366,728 fully-paid up shares on internal control; with a par value of €7 each, all in the same class. These shares 6 c section 8.1.2.: paragraph on conflicts of interest. represent 127,500,717 voting rights. 7 MATERIAL CONTRACTS AUTHORIZED, UNISSUED CAPITAL 8 To date, Faurecia has not entered into any material contracts At the April 23, 2009 Ordinary and Extraordinary Shareholders’ that would entail a significant obligation or commitment for the Meeting, the Board of Directors was given a twenty-six month Group, other than those that fall within the ordinary course of authorization to issue shares and/or securities carrying rights 9 business. to shares, with pre-emptive subscription rights for existing shareholders. The maximum amount of any capital increases 10 DEPENDENCE carried out under this authorization was set at €600,000,000 and the nominal amount of debt securities issued may not Faurecia is not currently dependent on any patents or exceed €1,000,000,000. 11 manufacturing processes owned by third parties or on any specific supply contracts to conduct its business. This authorization superseded the authorization given in the sixth resolution of the Ordinary and Extraordinary Shareholders’ In the automotive industry sector in which Faurecia operates Meeting of May 25, 2008. subcontractors do not generally define the technical specifications for subcontracted parts. When on rare occasions On May 22, 2009 the Company used the new authorization to subcontractors are in a position to do this, the Group’s policy issue 65,053,456 shares representing €455,374,192. is to contractually arrange for the subcontractor concerned to Also at the April 23, 2009 Ordinary and Extraordinary transfer the relevant design work in order for it to be used in Shareholders’ Meeting, the Board of Directors was given conjunction with other services. a twenty-six month authorization to issue shares and/or securities carrying rights to shares, without pre-emptive MATERIAL PROPERTY, PLANT AND EQUIPMENT subscription rights for existing shareholders. The maximum amount of any capital increases carried out under this The Group’s 190 manufacturing sites and 33 research and authorization was set at €150,000,000 and the nominal amount development centers spanning 32 countries enable it to of debt securities issued may not exceed €1,000,000,000. The maximize its local presence and implement its just-in-time Board was also authorized to increase the number of securities delivery strategy. None of its manufacturing equipment taken issued as part of a capital increase – either with or without pre- on an individual basis represents a material value in relation to emptive subscription rights for existing shareholders – in order the property, plant and equipment of the Group as a whole. As to grant a greenshoe option. it is mostly dedicated to client programs, utilization rates are largely dependent on business levels. With very few exceptions, Pursuant to both of these authorizations, on October 15, 2009, utilization rates for equipment and facilities are not monitored the Board of Directors decided to set up a public issue of centrally or systematically. OCEANE convertible/exchangeable bonds, without pre-emptive subscription rights for existing shareholders or a priority Note 12 to the consolidated financial statements provides subscription period. The maximum nominal value of the bonds further information on the Group’s property, plant and to be issued was set at €265 million (including any additional equipment. bonds issued on the exercise of a greenshoe option by the financial institutions underwriting the issue) and the maximum amount of any capital increases arising on conversion of the OCEANE bonds was set at €150 million. On November 24, 2009, the amount of the OCEANE issue was increased to €211.3 million, representing 11,306,058 bonds.

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> < CONTENTS > 1

Date of Board Meeting Date of Shareholders’ Meeting Term Authorized amount Amount used(1) and Chairman’s decisions 2 Board meeting of April 23, 2009 Chairman’s decisions of 3 April 27, 2009 and April 23, 2009 26 months €600,000,000 €455,374,192 May 22 and 26, 2009 4 Board meeting of October 15, 2009 Chairman’s decisions of 5 April 23, 2009 26 months €150,000,000 €79,142,406 November 18 and 24, 2009

(1) As of April 14, 2010. 6 7 POTENTIAL SHARES of the above-mentioned 10% ceiling is based on the number of shares purchased less the number of shares sold during the As of December 31, 2009, a total of 1,594,223 employee stock 8 term of the buyback program. options were outstanding. In compliance with Article L. 225-210 of the French Commercial 9 Please see the table on page 206 for details of the stock options Code, the value of all of the treasury shares owned by the plans approved as of December 31, 2009. Company does not exceed the amount of available reserves, 10 On November 24, 2009, Faurecia issued 11,306,058 OCEANE other than the legal reserve, as recorded in the parent company bonds, none of which had been converted into shares at the financial statements for the year ended December 31, 2009. year-end. 11 During 2009, in connection with the liquidity agreement the Company (i) purchased a total of 801,475 treasury shares for TREASURY STOCK (EXCLUDING THE LIQUIDITY €8,623,511.05, representing 0.89% of Faurecia’s capital and AGREEMENT) (ii) sold an aggregate 794,925 shares for €8,530,535.02. As of December 31, 2009 the Company held 270,814 shares As of December 31, 2009, 6,550 Faurecia shares where held in treasury (see Note 11 to the parent company financial in the liquidity account, along with €407,023.97 in cash. Gains statements). recorded during the year relating to the liquidity agreement totaled €7,989.45 and management fees paid came to LIQUIDITY AGREEMENT €27,169.81 (excluding VAT). In accordance with the authorization granted at the Ordinary and Extraordinary Shareholders’ Meeting of April 23, 2009, OCEANE BONDS on April 27, 2009 Faurecia set up a liquidity agreement that On November 24, 2009 Faurecia issued 11,306,058 OCEANE complies with the AMAFI Code of Ethics. The agreement is valid bonds convertible into new shares or exchangeable for for one year and is automatically renewable. existing shares at a ratio of one share per bond, subject to Share buybacks are used for a number of reasons, including any subsequent adjustments. The bonds are redeemable at to maintain a liquid market for the Company’s shares and to nominal value on January 1, 2015 and bear annual interest of purchase shares for allocation to employees or corporate officers, 4.50% (i.e. €0.841 per bond) payable on January 1 each year, notably under stock option or share grant plans. The maximum as from January 1, 2011. The total issue represented a gross amount that may be invested by the Company in a share buyback amount of €211.3 million and each bond has a nominal value of program may not exceed 10% of the Company’s capital and the €18.69. Faurecia may redeem the bonds in advance, provided maximum authorized per-share purchase price is €30. certain conditions are met. In accordance with the law, when treasury shares are None of these bonds had been converted or redeemed as of purchased in order to maintain a liquid market, the calculation December 31, 2009.

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< CONTENTS > 1 CHANGES IN FAURECIA’S CAPITAL OVER THE LAST FIVE YEARS 2 New Amount of capital New capital additional 3 increase/reduction stock paid-in capital New number (in €) (in €) (in €) of shares 4 Year and type of transaction Par value Premium July 2004 5 Capital increase following the exercise of stock options leading to the issue of 2,800 shares 19,600 48,692 169,466,857 735,906,599.57 24,209,551 October 2004 6 Capital increase following the exercise of stock options leading to the issue of 1,000 shares 7,000 35,380 169,473,857 735,941,979.57 24,210,551 7 February 2005 Capital increase following the exercise of stock 8 options leading to the issue of 6,500 shares 45,500 187,600 169,519,357 736,129,579.57 24,217,051 April 2005 9 Capital increase following the exercise of stock options leading to the issue of 5,950 shares 41,650 151,144 169,561,007 736,280,723.57 24,233,001 10 July 2005 Capital increase following the exercise of stock options leading to the issue of 7,600 shares 53,200 328,210 169,614,207 736,608,933.57 24,230,601 11 October 2005 Capital increase following the exercise of stock options leading to the issue of 3,000 shares 21,000 51,620 169,635,207 736,660,553.57 24,233,601 January 2006 Capital increase following the exercise of stock options leading to the issue of 1,000 shares 7,000 35,380 169,642,207 736,712,173.57 24,234,601 December 2006 Capital increase following the exercise of stock options leading to the issue of 24,635 shares 172,445 852,981.30 169,814,652 737,565,154.87 24,259,236 April 2007 Capital increase following the exercise of stock options leading to the issue of 1,000 shares 240,800 1,191,084.50 170,055,452 738,756,239.37 24,293,636 October 2007 Capital increase following the exercise of stock options leading to the issue of 24,635 shares 693,224 3,231,303.27 170,748,676 741,987,542.64 24,392,668 February 2008 Capital increase following the exercise of stock options leading to the issue of 2,380 shares 16,660 82,609.80 170,765,336 742,070,152.44 24,395,048 May 2009 Capital increase representing a gross amount of €455,374,192, through the issue of 65,053,456 new shares 455,374,192 - 626,139,528 742,080,152.44 89,448,504 February 2010 Capital increase representing a gross amount of €146,427,568, through the issue of 20,918,224 new shares 146,427,568 - 772,567,096 742,080,152.44 110,366,728

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> < CONTENTS > 1 CHANGES IN OWNERSHIP STRUCTURE OVER THE LAST THREE YEARS 2 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Number of % % voting Number of % % voting Number of % % voting 3 Shareholder shares capital rights shares capital rights shares capital rights Peugeot SA 63,380,509 70.86 75.69 17,285,197 70.85 83.25 17,285,197 70.85 83.40 4 Faurecia Actionnariat 5 corporate mutual fund 127,689 0.14 0.18 73,969 0.31 0.34 67,537 0.28 0.16 6 Treasury stock 270,814 0.30 - 270,814 1.11 - 270,814 1.11 - Other 25,669,492 28.70 24.13 6,765,068 27.73 16.41 6,771,500 27.76 16.44 7 8 TOTAL 89,448,504 100 100 24,395,048 100 100 24,395,048 100 100 9

MAJORITY SHAREHOLDER 10 At April 14, 2010, Peugeot SA holds 57.43% of Faurecia’s share capital. Peugeot SA, a company that forms part of an international automotive group present in 150 countries and which has three main sub-groups: (i) Banque PSA Finance dedicated to automobile 11 financing; (ii) Faurecia, an automotive equipment supplier; and (iii) Gefco, a transport and logistics business.

IDENTIFICATION OF SHAREHOLDERS The Company is entitled to obtain from the organization responsible for clearing securities transactions the names of holders of shares carrying voting rights at Shareholders’ Meetings and of securities convertible, redeemable, exchangeable or otherwise exercisable for shares with voting rights, as well as the number of securities held by each such person or entity and details of any restrictions applicable to the securities. Such information requests may be made at any time.

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< CONTENTS > 1 STOCK OPTIONS 2 Following the rights issue carried out in April/May 2009, rights of the option holders. These adjustments were calculated the exercise price and number of shares under option were in accordance with Articles L. 228-99 and R. 228-91 of the adjusted for the Company’s stock option plans set up between French Commercial Code. 3 October 20, 1994 and April 10, 2008 in order to preserve the 4 Details of outstanding options exercisable for newly-issued shares (stock subscription options) are set out in the table below. As of December 31, 2009: 5

Date of Board Of which granted Start of Number 6 meeting/ Number to senior executive exercise of options Date of adjusted of options management/ period/expiry outstanding Shareholders’ exercise price granted Executive Committee of exercise Options Options as of 7 Meeting (in €) (adjusted) members period exercised forfeited Dec. 31, 2009 05/03/1995 05/04/2000 8 05/31/1994 24.50 75,970 16,050 05/02/2010 67,410 1,070 7,490 09/12/1996 09/13/2001 9 05/03/1995 22.92 133,750 42,800 09/11/2011 97,905 0 35,845 06/26/1997 06/27/2002 10 05/31/1994 34.40 63,180 17,550 06/25/2012 36,855 1,755 24,570 06/05/1997 02/22/2002 02/23/2006 11 06/01/2001 47.01 411,489 81,315 02/22/2012 32,994 130,689 247,806 06/01/2001 11/28/2002 11/29/2006 05/14/2002 35.65 315,315 118,170 11/27/2012 106,583 130,010 78,722 04/14/2004 04/14/2008 05/14/2002 49.73 313,560 127,530 04/13/2014 0 136,890 176,670 04/19/2005 04/18/2009 05/25/2004 54.45 312,750 142,740 04/18/2015 0 115,830 205,920 04/13/2006 04/14/2010 05/23/2005 45.20 340,800 168,000 04/14/2016 0 126,600 214,200 04/16/2007 04/17/2011 05/23/2005 44.69 346,200 172,800 04/17/2017 0 75,600 270,600 04/10/2008 04/10/2012 05/29/2007 28.38 357,000 174,000 04/10/2016 0 24,600 332,400

TOTAL 1,594,223

No stock subscription options were granted in 2009.

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> < CONTENTS > 1 Details of outstanding options to purchase existing shares (stock purchase options) are as follows. 2 As of December 31, 2009:

Date of Board Of which granted Start of Number 3 meeting/ Number to senior executive exercise of options Date of adjusted of options management/ period/ outstanding 4 Shareholders’ purchase price granted Executive Committee expiry of Options Options as of Meeting (in €) (adjusted) members exercise period exercised forfeited Dec. 31, 2009 5 06/01/1999 09/04/2000 09/04/2005 05/22/2000 34.19 297,180 64,233 09/03/2010 127,436 50,895 118,849 6 04/26/2001 04/26/2005 05/22/2000 46.59 50,895 46,800 04/25/2011 19,305 5,850 25,740 7

TOTAL 144,589 8

9 TABLE 9 (Numbering in line with the AMF recommendation of December 22, 2008) 10 Weighted Stock options granted to/exercised by the ten employees Total number of options average price 11 who received the highest number of options granted/exercised (in €) Options granted to the top ten employee grantees during the year, by the Company and other Group companies entitled to grant options (total) 0 0 Options exercised during the year by the top ten employee grantees of the Company and other Group companies entitled to grant options (total) 0 0

No stock subscription options were granted in 2009.

Faurecia 2009 REGISTRATION DOCUMENT 207 Legal and ﬁ nancial information 10 Additional information on Faurecia S.A

< CONTENTS > 1 10.3.2.3. Organization chart of Faurecia Group companies 2 FAURECIA 3 Simpliﬁed organization chart of the Group’s operating companies

4 100% 100% 100% 51% 51% 50% 50%

Financière Faurecia Faurecia Faurecia EAK SAS EAK Snc TRECIA Faurecia Services Groupe Industries Bloc Avant (France) (France) (France) 5 (France) (France) (France) (France) 100% 100% 100% 6 ET Dutch Holdings Faurecia Emissions Cooperatie U.A. Control Technologies, (Netherlands) USA, LLC (United States) 7 (1)

100% 100% 100% 100% 100% 100% 17.45% 8 Faurecia Servicios Corporativos de Faurecia Sistemas Faurecia Interior Faurecia Faurecia Automotive Faurecia 82.55% Industries, Inc. Personal Especializado, Automotrices de Mexico, Systems Mexico Interior Systems, Inc. Seating, Inc. Usa Holdings, Inc. (United States) S.A. de CV (Mexico) S.A. de CV (Mexico) S.A. de C.V. (Mexico) (United States) (United States) (United States) 9 100% 100% 100% 100% 100% 100% Faurecia Exhaust United Parts Faurecia Automotive Faurecia Netherlands Faurecia Exhaust Faurecia Exhaust 10 Systems AB Exhaust Systems AB Seating B.V. Holding B.V. Systems, LLC Systems, Inc. (Sweden) (Sweden) (Netherlands) (Netherlands) (United States) (United States) 11 100% 100% 100% 100% 100% 51% 50% 25.81% 55.02% Faurecia Systèmes Faurecia Faurecia Exhaust Faurecia Exhaust Faurecia Sistemas Faurecia Honghu Faurecia Tongda Faurecia d'Echappement Exhaust International Systems s.r.o. Systems Moravia s.r.o. de Escape Argentina Exhaust Systems Exhaust System Automotive (France) (France) (Czech Republic) (Czech Republic) SA (Argentina) Shanghaï Co. Ltd (China) (Wuhan) Co., Ltd (China) GmbH (Germany) 19.17% 100% 100% 80% 100% Exhaust Services Faurecia Exhaust Faurecia - OOO Faurecia Mexicana, S.A. de C.V. System Rayong Co., Metalloprodukcia Metalloprodukcia (Mexico) Ltd (Thailand) Holding (France) Exhaust Systems (Russia)

100% 100% 100% 50% Faurecia Société Internationale Faurecia Automotive Investments de Participations (SIP) Seating India Tecnoconfort (France) (Belgium) Private Ltd (India) (Spain)

100% 100% 100% 100% 100% 100% 100% Faurecia Sièges d'automobile Ecsa Siebret Siedoubs Sielest Siemar Sienor (France) (France) (France) (France) (France) (France) (France)

100% 100% 100% 100% 100% 100% 50.01% Société Automobile Faurecia Equipements Société Tunisienne Faurecia Informatique Industrias Sieto Sotexo d'Équipements Tunisie (France) du Cuir de Vesoul (France) Automobiles Maroc Cousin Frères, S.L. (France) (Morocco) d'Automobile (Tunisia) (Tunisia) (Spain)

100% 100% 100% 100% 100% 50% Faurecia - Assentos EDA - Estofagem Faurecia - Sistemas Faurecia Sistemas de Interior de Portugal. Vanpro de Automovel, de Assentos, Lda SASAL de Escape Portugal, Componentes Para Automovel S.A. Assentos Lda. Limitada (Portugal) (Portugal) (Portugal) Lda (Portugal) (Portugal) (Portugal)

100% 100% 49.75% 49.75% 100% 50% 50% 100%

Faurecia Components Faurecia Fotele Faurecia Grojec Faurecia Orcia Otomotiv TeknikBFTC Malzeme BFTC Pisek s.r.o. Samochodowe R&D Center Sp.Zo.o Walbrzych Sp.Zo.o (Turkey) (Turquie)(Turkey) (Turkey) (Czech Republic) Sp.Zo.o (Poland) (Poland) (Poland)

100% 100% 100% 100% 51% 50% Faurecia Automotive Faurecia Faurecia Automotive Faurecia Automotive Faurecia Faurecia-NHK Seating UK Ltd Midlands Ltd Development SeatIng Canada Ltd Azin Pars Arsed d.o.o. (Slovenia) Kyushu Co., Ltd (United Kingdom) (United Kingdom) (Russia) (Canada) (Iran) (FNQ) (Japan) 19% 100% 100% 100% 100% 60% 51% 50% Faurecia Faurecia (Shanghaï) Faurecia (Shanghai) Faurecia (Qingdao) Faurecia - GSK (Wuhan) Faurecia-NHK Japan KK Management Co., Business Consulting Exhaust Systems Co., CFXAS Automotive Seating Co., Ltd (Japan) Ltd (China) Company Ltd (China) Ltd (China) (China) Co Ltd (China) (FNK) (Japan)

Europe Asia South America, Africa North America (1) The Group’s Emcon companies, integrated as from February 8, 2010, are presented on the following page.

208 Faurecia 2009 REGISTRATION DOCUMENT Legal and ﬁ nancial information Additional information on Faurecia S.A 10

< CONTENTS > 1

2 at April 14, 2010 (direct or indirect holdings) 3

100% 100% 100% 100% 100% 100% 100% 4 Faurecia Automotive Faurecia Faurecia Faurecia Comingest 000 Faurecia Automotive Holdings Sandouville Automotive Industrie Intérieur Industrie Global Purchasing (France) Automotive (France) (France) (France) (France) (France) (Russia) 5

100% 100% 100% 100% 100% 51% 50% 6 Faurecia Interior Systems AI Manufacturers Faurecia Exhaust Ecia South Africa Faurecia AD Plastik Euro Auto Plastic (Pty) Ltd Injectrade 181 Systems South Africa South Africa (Pty) Ltd (South Africa) (South Africa) Automotive Romania Systems s.r.l. (South Africa) (South Africa) (South Africa) s.r.l. (Romania) (Romania) 7 100% 100% 100% 100% 100% 100% 100% Faurecia Faurecia Faurecia Faurecia Interior Faurecia Automotive SAI Automotive SAI Automotive 8 Argentina S.A. Industrie, N.V. Legnica, Sp.Zo.o Systems Bohemia s.r.o. Engineering India Fradley Ltd Washington Ltd (Argentina) (Belgium) (Poland) (Czech Republic) Pvt Ltd (India) (United Kingdom) (United Kingdom) 9 63.88% 100% 100% 100% 100% 100% 49.95% Faurecia Automotive Cartera e Inversiones Valencia Modulos Faurecia Interior Faurecia Automotive Faurecia Sistemas de Faurecia Interior Espana, S.L. Enrich S.A. de Puerta, S.L. Systems Espana, S.A. do Brasil Ltda Escapamento do Brasil Systems SALC Espana, 10 (Spain) (Spain) (Spain) (Spain) (Brazil) Ltda (Brazil) S.L. (Spain) 50.05% 10.66% 100% 100% 100% 100% 100% 11 Faurecia (Shanghaï) Faurecia (Wuhan) Faurecia (Wuhu) Faurecia Faurecia JIT and 25.46% Automotive Systems Automotive Seating Exhaust Systems Trim Korea Sequencing Korea Co., Ltd (China) Co., Ltd (China) Co. Ltd (China) (South Korea) (South Korea)

100% 100% 60% 50%

Faurecia Gorzow Faurecia Automotive Faurecia Shin Sung Kwang Jin Sp.Zo.o Czech Republic s.r.o. (South Korea) Faurecia Co., Ltd (Poland) (Czech Republic) (South Korea)

100% Faurecia Emissions Faurecia Sistemas Faurecia Exhaust Control Systems de Escape Espana, Mexicana, S.A. de C.V. Korea (South Korea) S.A. (Spain) (Mexico) 49.23% 50.77% 100% 100% Faurecia Asientos Asientos de Castilla Asientos Asientos Para Automovil Leon, S.A. del Norte, de Galicia, S.L. Espana, S.A. (Spain) (Spain) S.A. (Spain) (Spain) 100% 100% 100% 31.24% 68.75% 100% 100% 100% 50% Faurecia Faurecia (Changchun) Faurecia (Wuxi) Faurecia Seating Copo Iberica, Slovakia s.r.o. Automotive Systems Seating Components Talmaçiu s.r.l. S.A. (Slovakia) Co., Ltd (China) Co., Ltd (China) (Romania) (Spain)

100% 100% 100% 100% 100% 51% Faurecia Autositze Faurecia Kunststoffe Faurecia Front End Faurecia Leistritz Abgastechnik Faurecia Exhaust GmbH Automobilsysteme South Africa (Pty) Ltd Abgastechnik GmbH Stollberg GmbH (LAS) Systems Changchun (Germany) GmbH (Germany) (South Africa) (Germany) (Germany) Co Ltd (China)

50% 100% 100% 100% 100% 100% 100% Componentes de Faurecia Innenraum Faurecia Interior Faurecia AST Faurecia Exteriors Faurecia Poliﬂeks Dempo Otomotiv Vehiculos de Galicia Systeme GmbH Systems Sweden AB Luxembourg S.A. GmbH Otomotiv Sanayi Ve Sanayi ve Ticaret A.S. S.A. (Spain) (Germany) (Sweden) (Luxembourg) (Germany) Ticaret A.S. (Turkey) (Turkey)

50% 100% 100% 100% 100% 100% 100% SAS Autosystemtechnik SAS Autosystemtechnik SAS SAS Autosystemtechnik SAS Automotive de SAS Automotive SAS Automotive GmbH & Co. KG Verwaltungs GmbH Autosystemtechnik Valencia, S.L.U. Portugal Unipessoal N.V. France (Germany) (Germany) S.A. (Spain) (Spain) Lda (Portugal) (Belgium) (France)

100% 100% 100% 100% 100% 100% SAS Autosystemtechnik SAS Automotive SAS Autosystemtechnik SAS Automotriz SAS Automotive Cockpit Automotive Zwickau Verwaltungs USA, Inc. s.r.o. Argentina S.A. do Brasil LTDA Systems Douai SNC GmbH (Germany) (United States) (Czech Republic) (Argentina) (Brazil) (France)

100% 100% 100% 100% 100% 100% SAS Autosystemtechnik SAS Automotive SAS Automotive SAS Automotive SAS Automotive SAS Automotive Zwickau GmbH & Co. KG Ltd RSA (Pty) Ltd s.r.o. Systems, Systems & Services (Germany) (United Kingdom) (South Africa) (Slovakia) S.A. de CV (Mexico) S.A. de CV (Mexico)

Faurecia 2009 REGISTRATION DOCUMENT 209 Legal and ﬁ nancial information 10 Additional information on Faurecia S.A

< CONTENTS > 1 Organization chart of the Group’s Emcon companies at April 14, 2010 2 3 FAURECIA (France) 4 100% 100% ET Dutch Holdings Faurecia Emissions 5 Cooperatie U.A. Control Technologies, (Netherlands) USA, LLC (United States) 6 100% 50% 100% ET Dutch Holdings BV Faurecia Emissions (Netherlands) Arvin Sango, Inc. 7 (United States) Control Technologies, Spartanburg, Inc. (United States) 8

100% 9

ET (Barbados) 100% Emcon Technologies 100% 100% Emcon Technologies ET Dutch Holdings II BV Holdings SRL France SAS (Netherlands) 10 (Barbados) (France) Japan K.K. (Japan) 11 100% Emcon Environmental 100% Emcon Technologies 100% Emcon Technologies 99.9%ET Mexico Holdings I, 0.1% Technologies (Shanghaï) Spain, S.L. Netherlands BV S. de R.L. de C.V. Co., Ltd (China) (Spain) (Netherlands) (Mexico)

100% Emcon Emissions 100% Emcon Technologies 100% Faurecia Emissions 99.9% ET Mexico Holdings II, 0.1% Technologies (Chongqing) Germany (Augsburg) Control Technologies UK Ltd S. de R.L. de C.V. Co., Ltd (China) GmbH (Germany) (United Kingdom) (Mexico)

100% 100%

100% Emcon Technologies Emcon Technologies Emcon Technologies 98.02% Emcon Technologies 1.98% Consulting (Shanghaï) Germany (Finnentrop) UK Industries Limited Argentina SA Co., Ltd (China) GmbH (Germany) (Turkey) (Argentina)

100%

100% Emcon Environmental Emcon Technologies 74% Emcon Technologies 99.99% ET Brasil Industria 0.01% Technologies (Yantaï) Germany (Novaferra) India Pvt Ltd E Comercia De Sistemas Co., Ltd (China) GmbH (Germany) (India) Automotivos Ltda (Brazil)

100% 50% 99% Faurecia Emissions 1% ET Italy Holdings SRL Ad Tech Co Ltd (Italy) Control Technologies, (South Korea) Mlada Boleslav, s.r.o. (Czech Republic) 100% 100% 100% Zeuna Starker Emission Control Technologies Emcon Technologies Produzione Italia SRL Holdings S.A. (Pty) Ltd Canada ULC (Canada) (Italy) (South Africa)

100% 100% 100% Emcon Technologies Emission Control Technologies Emcon Thaïland LLC Hungary Holdings Kft S.A. (Ga-Rankuwa) (Pty) Ltd (United States) (Hungary) (South Africa)

100% 100% 100% Emcon Technologies Kft Emission Control Technologies Emissions Control (Hungary) S.A. (Cape Town) (Pty) Ltd Technologies Co., Ltd (South Africa) (Thailand)

Europe Asia South Amercia, Africa North America

210 Faurecia 2009 REGISTRATION DOCUMENT Legal and ﬁ nancial information Additional information on Faurecia S.A 10

> < CONTENTS > 1 10.3.2.4. Additional information of office of Ernst & Young Audit and PricewaterhouseCoopers on the audit of the ﬁ nancial Audit were renewed for a six-year period. 2 statements The engagement of Ernst & Young Audit, which was first appointed at the Shareholders’ Meeting of June 17, 1983, 3 and that of PricewaterhouseCoopers Audit, which was first A. AUDIT OF THE FINANCIAL STATEMENTS appointed at the Shareholders’ Meeting of May 27, 2003, will 4 expire at the Annual General Meeting to be held in 2013. In accordance with French company law, Faurecia’s Statutory Auditors certify the parent company and Group financial In 2009, Ernst & Young Audit and PricewaterhouseCoopers 5 statements and review the situation of its fully consolidated Audit received €3.2 million and €1.6 million respectively for subsidiaries through members of their networks. their audit assignments. 6 The Statutory Auditors are appointed by shareholders in a General A breakdown of the total fees paid in 2009 by Faurecia and Meeting. At the Shareholders’ Meeting of May 29, 2007 the terms its fully consolidated subsidiaries to its Statutory Auditors is 7 provided in Note 33 to the consolidated financial statements.

B. AUDITORS 8

Date of ﬁ rst Expiry 9 appointment of current term STATUTORY AUDITORS 10 Ernst & Young Audit represented by Laurent Miannay 11 member of the Compagnie Régionale de Versailles 11, allée de l’Arche – 92037 Paris La Défense cedex – France June 17, 1983 2013 AGM PricewaterhouseCoopers Audit represented by Dominique Ménard member of the Compagnie Régionale de Versailles 63, rue de Villiers – 92208 Neuilly-sur-Seine – France May 27, 2003 2013 AGM ALTERNATE AUDITORS Auditex May 27, 2003 2013 AGM Étienne BORIS May 23, 2005 2013 AGM

The terms of office of the Statutory and Alternate Auditors were renewed for a period of six years at the Shareholders’ Meeting of May 29, 2007. As from the Shareholders’ Meeting to be held on May 26, 2010, Ernst & Young Audit will be represented by Denis Thibon.

Faurecia 2009 REGISTRATION DOCUMENT 211 Legal and ﬁ nancial information 10 Additional information on Faurecia S.A

< CONTENTS > 1 10.3.3. INFORMATION PUBLISHED ABOUT THE COMPANY 2

LIST OF INFORMATION CONCERNING FAURECIA AND ITS STOCK PUBLISHED BETWEEN JANUARY 1, 2009 AND APRIL 28, 2010 3

Date Type of information Publication 4 New time for the 2008 annual results February 2, 2009 presentation* 2009 press release 5 February 10, 2009 2008 annual results 2009 press release 6 Faurecia Intérieur Industrie launches March 5, 2009 “Synergie Nord” industrial project* 2009 press release 7 Faurecia Auchel requests government March 18, 2009 mediation* 2009 press release 8 Mediation fails at the Faurecia Intérieur March 20, 2009 Industrie site in Auchel* 2009 press release 9 Faurecia Intérieur Industrie pays an €800 bonus to employees returning to work March 21, 2009 at the Auchel site* 2009 press release 10 Faurecia has completed the ﬁ rst phase April 10, 2009 in securing its ﬁ nancing 2009 press release 11 April 10, 2009 Philippe Varin, a new director at Faurecia 2009 press release April 21, 2009 First-quarter 2009 sales 2009 press release April 27, 2009 Faurecia signs a liquidity agreement* 2009 press release Faurecia launches a €455 million April 28, 2009 rights issue* 2009 press release May 22, 2009 Faurecia’s rights issue is a success* 2009 press release Faurecia opens its worldwide seating mechanism center in Caligny May 27, 2009 (Orne, France)* 2009 press release Faurecia opens a new automobile seat cover production plant in Kenitra June 1, 2009 (Morocco)* 2009 press release Faurecia signs a revitalization agreement with the French State for the June 16, 2009 Orne département in France* 2009 press release Faurecia joins Ford’s ABF network July 8, 2009 of key suppliers 2009 press release July 21, 2009 First-half 2009 sales 2009 press release The French President visits Faurecia’s September 3, 2009 new site at Caligny (Orne, France)* 2009 press release

* Press releases currently available in French only on Faurecia’s website.

212 Faurecia 2009 REGISTRATION DOCUMENT Legal and ﬁ nancial information Additional information on Faurecia S.A 10

> < CONTENTS > 1

Date Type of information Publication 2 October 20, 2009 Third-quarter 2009 sales 2009 press release Faurecia becomes world leader in 3 emissions control technologies with the November 2, 2009 acquisition of Emcon Technologies (USA) 2009 press release 4 Faurecia launches an off ering of OCEANE bonds convertible into and/or 5 exchangeable for new or existing shares, due January 1, 2015, for an approximate initial amount equal to €175 million, or 6 up to an approximate maximum amount November 18, 2009 equal to €231 million 2009 press release 7 Off ering by Faurecia of OCEANE bonds, due January 1, 2015, for an approximate 8 amount equal to €201 million or up to an approximate maximum amount 9 November 18, 2009 equal to €231 million 2009 press release Off ering by Faurecia of OCEANE bonds 10 convertible into and/or exchangeable for new or existing shares due January 1, 2015 11 Partial exercise of the over-allotment option: amount of the off ering increased November 24, 2009 up to approximately €211 million 2009 press release Faurecia advances “Clean” approach for the next generation of vehicles December 2, 2009 at the 2009 LA Auto Show 2009 press release New step in the development of Faurecia in China in partnership with the Municipality of Changchun (Jilin December 10, 2009 province) and Xuyang Group 2009 press release Faurecia opens its seating mechanisms January 7, 2010 R&D center in Caligny (Orne, France)* 2010 press release January 20, 2010 Faurecia’s Shareholders’ Meeting called 2010 press release Faurecia acquires the German activities February 4, 2010 of Plastal 2010 press release Faurecia’s Combined February 8, 2010 Shareholders’ Meeting 2010 press release February 9, 2010 2009 annual results 2010 press release One Equity Partners and Mr. Lee Gardner announce the disposal of 4.8% of March 9, 2010 Faurecia’s share capital 2010 press release

* Press releases currently available in French only on Faurecia’s website.

Faurecia 2009 REGISTRATION DOCUMENT 213 Legal and ﬁ nancial information 10 Additional information on Faurecia S.A

< CONTENTS > 1

Date Type of information Publication 2 Faurecia integrates Plastal into its April 1, 2010 operating organization 2010 press release 3 Faurecia inaugurates its worldwide exhaust systems R&D Innovation centre 4 April 2, 2010 at Bavans* 2010 press release Eric-Alain Michelis appointed 5 Vice-President Investor Relations April 6, 2010 of Faurecia 2010 press release 6 April 19, 2010 First-quarter sales 2010 2010 press release May 27, 2009 Cooptation of Christian Streiff Les affi ches parisiennes (no. 105) 7 Faurecia’s share capital raised from June 4, 2009 €170,765,336 to €626,139,528 Les affi ches parisiennes (no. 111) 8 April 6, 2009 Formal notice of Shareholders’ Meeting Les petites affi ches (no. 92) Notice of website publication of the 9 Chairman’s report on internal control April 6, 2009 and related Statutory Auditors’ report La Tribune 10 April 29, 2009 Summary Prospectus La Tribune January 22, 2010 Formal notice of Shareholders’ Meeting La Tribune 11 New shares admitted to trading May 22, 2009 following the rights issue NYSE Euronext Issue of OCEANE bonds without pre-emptive subscription rights November 19, 2009 or a priority subscription period NYSE Euronext November 24, 2009 Admission of OCEANE bonds to trading NYSE Euronext February 10, 2010 Increase in the number of shares in issue NYSE Euronext Notice to holders of Faurecia stock April 20, 2009 options (exercise suspended) Bulletin des annonces légales obligatoires (BALO no. 47) Approval of the 2008 ﬁ nancial statements at the 2009 Annual May 6, 2009 Shareholders’ Meeting Bulletin des annonces légales obligatoires (BALO no. 54) May 6, 2009 Voting rights Bulletin des annonces légales obligatoires (BALO no. 54) March 9, 2009 Notice of Annual Shareholders’ Meeting Bulletin des annonces légales obligatoires (BALO no. 29) December 23, 2009 Notice of meeting Bulletin des annonces légales obligatoires (BALO no. 153) January 22, 2010 Formal notice of Shareholders’ Meeting Bulletin des annonces légales obligatoires (BALO no. 10) February 12, 2010 Voting rights Bulletin des annonces légales obligatoires (BALO no. 19) April 19, 2010 Notice of Annual Shareholders’ Meeting Bulletin des annonces légales obligatoires (BALO no. 47)

* Press releases currently available in French only on Faurecia’s website.

214 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

5 11 6 7

Ordinary and Extraordinary 9 Shareholders’ Meeting 10 of May 26, 2010 11 CONTENTS

11.1. STATUTORY AUDITORS’ REPORTS 216 11.2. AGENDA 218 Statutory Auditors’ report on the issue of shares Resolutions presented to the Ordinary and/or other securities with or without Shareholders’ Meeting 218 pre-emptive subscription rights for existing shareholders 216 Resolutions presented to the Extraordinary Shareholders’ Meeting 218 Statutory Auditors’ report on employee rights issues 217 11.3. DRAFT RESOLUTIONS 219 I – Ordinary resolutions 219

II – Extraordinary resolutions 221

Faurecia 2009 REGISTRATION DOCUMENT 215 Ordinary and Extraordinary Shareholders’ Meeting of May 26, 2010 11 Statutory Auditors’ reports

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11.1. Statutory Auditors’ reports 2

3 STATUTORY AUDITORS’ REPORT ON THE ISSUE OF SHARES AND/OR OTHER SECURITIES WITH OR WITHOUT PRE-EMPTIVE 4 SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS 5

6 (Ordinary and Extraordinary Shareholders’ Meeting of May 26, 2010 – 7th , 8th , 10th , 11th and 12th resolutions) This is a free translation into English of the Statutory Auditors’ special report issued in French and is provided solely for 7 the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. 8 To the Shareholders, In our capacity as Statutory Auditors of Faurecia S.A., and in accordance with Articles L. 225-135, L. 225-136 and L. 228-92 of the 9 French Commercial Code (Code de commerce), we present below our report on the authorizations sought by the Board of Directors to issue shares and/or securities carrying rights to shares. 10 Based on its report, the Board of Directors is inviting shareholders to: 11 c grant it a twenty-six month authorization to increase the Company’s capital and set the related terms and conditions, and is proposing that shareholders waive their pre-emptive subscription rights. Said capital increase would be carried out as follows: c by issuing ordinary shares and/or securities carrying rights to shares in the Company and/or to debt securities, with pre- emptive subscription rights for existing shareholders (seventh resolution), c by issuing ordinary shares and/or securities carrying rights to shares in the Company and/or to debt securities, without pre- emptive subscription rights for existing shareholders, through a public offering (eighth resolution), c by issuing, as part of a private placement, and in accordance with Article L. 411-2 II of the French Monetary and Financial Code (Code monétaire et financier), ordinary shares and securities carrying rights to shares in the Company and/or to debt securities, without pre-emptive subscription rights for existing shareholders (twelfth resolution); c authorize it, in connection with the authorization given in the eighth resolution, to set the issue price on the issuance of shares and/or securities carrying the rights to shares, within the statutory annual ceiling of 10% of the Company’s capital (eleventh resolution). The aggregate nominal value of shares that may be issued directly or on the conversion, exchange, redemption or exercise of securities carrying rights to shares, may not exceed: c €300 million for issues carried out under the seventh resolution; and c €110 million for issues carried out under the eighth and twelfth resolutions. The aggregate nominal value of debt securities that may be issued may not exceed: c €1 billion for issues carried out under the seventh and eighth resolutions; and c €1 billion for issues carried out under the twelfth resolution alone. If shareholders were to adopt the tenth resolution, these limits would take into account the additional number of securities included in any issue carried out pursuant to the authorizations given in the seventh and eighth resolutions, subject to the conditions set out in Article L. 225-135-1 of the French Commercial Code. The Board of Directors is responsible for drawing up a report in compliance with Articles R. 225-113, R. 225-114 and R. 225-117 of the French Commercial Code. Our responsibility is to express an opinion on the fairness of the financial information taken from the financial statements, on the proposal to waive shareholders’ pre-emptive subscription rights, and on certain other information about these operations given in the Board’s report. We performed our procedures in accordance with professional guidelines applicable in France. Those guidelines require us to perform the necessary procedures to check the information contained in the Board of Directors’ report about these operations and the method to be used to determine the price of the securities to be issued. Subject to our review of the final terms and conditions of any share issues decided by the Board, we have no observations to make on the proposed method of determining the issue price for securities to be issued under the eighth, eleventh and twelfth resolutions, as described in the Board’s report. As the method for determining the issue price for securities to be issued under the seventh resolution has not been described in the Board’s report, we cannot give an opinion on whether said method is appropriate.

216 Faurecia 2009 REGISTRATION DOCUMENT Ordinary and Extraordinary Shareholders’ Meeting of May 26, 2010 Statutory Auditors’ reports 11

> < CONTENTS > 1 Furthermore, as the issue price for securities to be issued has not been set, we are not in a position to express an opinion on the final terms and conditions of the future issues, and consequently, on the proposal made to shareholders in the eighth, eleventh and twelfth resolutions to waive their pre-emptive subscription rights. 2 In accordance with Article R. 225-116 of the French Commercial Code, we will prepare a further report if and when the Board uses 3 these authorizations to issue shares without pre-emptive subscription rights for existing shareholders or securities carrying rights to shares and/or debt securities. 4 Neuilly-sur-Seine and Paris La Défense, April 12, 2010 5

The Statutory Auditors 6 PricewaterhouseCoopers Ernst & Young Audit Dominique Ménard Laurent Miannay 7 8

STATUTORY AUDITORS’ REPORT ON EMPLOYEE RIGHTS ISSUES 9 10 (Ordinary and Extraordinary Shareholders’ Meeting of May 26, 2010 – 9th resolution) 11 This is a free translation into English of the Statutory Auditors’ special report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. To the Shareholders, In our capacity as Statutory Auditors of Faurecia S.A., and in accordance with Articles L. 225-135, L. 225-138 and L. 228-92 of the French Commercial Code (Code de commerce), we present below our report on the proposed issue of shares or securities carrying rights to shares of the Company without pre-emptive subscription rights for existing shareholders, for employees of Faurecia and companies related to it within the meaning of Article L. 225-180 of the French Commercial Code, representing a maximum aggregate amount of €23,177,000. This resolution is being submitted for shareholder approval in application of Article L. 225-129-6 of the French Commercial Code and Article L. 3332-19 of the French Labor Code (Code du travail). Based on its report, the Board of Directors is seeking a twenty-six month authorization to set the terms and conditions of the employee rights issue(s), and is proposing that shareholders waive their pre-emptive subscription rights. The Board of Directors is responsible for drawing up a report in compliance with Articles R. 225-113, R. 225-114 and R. 225-117 of the French Commercial Code. Our responsibility is to express an opinion on the fairness of the financial information taken from the financial statements, on the proposal to waive shareholders’ pre-emptive subscription rights and on certain other information about the rights issue(s) given in the Board’s report. We performed our procedures in accordance with professional guidelines applicable in France. Those guidelines require us to perform the necessary procedures to check the information contained in the Board of Directors’ report about these operations and the method to be used to determine the price of the shares to be issued. Subject to our review of the final terms and conditions of any employee rights issue(s) decided by the Board, we have no observations to make on the proposed method of determining the issue price of the shares to be issued, as described in the Board’s report. As the issue price has not been set, we are not in a position to express an opinion on the final terms and conditions of any future employee rights issue(s), and consequently, on the proposal made to shareholders to waive their pre-emptive subscription rights. In accordance with Article R. 225-116 of the French Commercial Code, we will prepare a further report if and when the Board uses this authorization to carry out employee rights issue(s).

Neuilly-sur-Seine and Paris La Défense, April 12, 2010

The Statutory Auditors

PricewaterhouseCoopers Ernst & Young Audit Dominique Ménard Laurent Miannay

Faurecia 2009 REGISTRATION DOCUMENT 217 Ordinary and Extraordinary Shareholders’ Meeting of May 26, 2010 11 Agenda

< CONTENTS > 1 11.2. Agenda 2 3

RESOLUTIONS PRESENTED TO THE ORDINARY SHAREHOLDERS’ MEETING 4 5 1. Approval of the parent company and consolidated financial statements and reports of the Board of Directors and the Statutory Auditors; 6 2. Appropriation of 2009 net income; 7 3. Approval of the Statutory Auditors’ special report on regulated agreements; 4. Election of a new Director; 8 5. Authorization for the Board of Directors to trade in the Company’s shares; 6. Powers to carry out formalities. 9 10

11 RESOLUTIONS PRESENTED TO THE EXTRAORDINARY SHAREHOLDERS’ MEETING

7. Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company, with pre-emptive subscription rights for existing shareholders; 8. Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company, without pre-emptive subscription rights for existing shareholders, through a public offering; 9. Authorization for the Board of Directors to carry out employee rights issues in accordance with the conditions set out in Article L. 3332-19 of the French Labor Code; 10. Authorization for the Board of Directors to increase the number of securities to be issued as part of a capital increase – either with or without pre-emptive subscription rights for existing shareholders – in order to grant a greenshoe option; 11. Authorization for the Board of Directors to set the issue price on the issuance of ordinary shares and/or securities carrying rights to shares without pre-emptive subscription rights for existing shareholders, subject to the conditions set by the Shareholders’ Meeting and a ceiling of 10% of the Company’s capital; 12. Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares in the Company or to debt securities, without pre-emptive subscription rights for existing shareholders, as part of a private placement; 13. Powers to carry out formalities.

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> < CONTENTS > 1 11.3. Draft resolutions 2 3

I – ORDINARY RESOLUTIONS 4 5 First resolution 6 Approval of the parent company and consolidated financial statements and reports of the Board of Directors and the Statutory Auditors. Having considered the Board of Directors’ management report and the Statutory Auditors’ general report, the shareholders approve said 7 reports in their entirety, as well as the parent company and consolidated financial statements for the year ended December 31, 2009, as presented. 8

Second resolution 9

Appropriation of 2009 net income. 10 Based on the Board of Directors’ recommendation, the shareholders resolve to appropriate the parent company’s net income for the year ended December 31, 2009 as follows (in euros): 11

1 – Source Retained earnings carried forward from prior years Net income for the year 233,163,289.11 233,163,289.11 2 – Appropriation Legal reserve 11,658,164.46 Additional paid-in capital Retained earnings 221,505,124.65 233,163,289.11

As required by law, it is hereby noted that dividends paid in the last three years were as follows:

Year Number of shares carrying dividend rights Net dividend 2006 24,259,236 - 2007 24,395,048 - 2008 89,448,504 -

Third resolution

Approval of the Statutory Auditors’ special report on regulated agreements. Having considered the special report drawn up by the Statutory Auditors on agreements governed by Articles L. 225-38 et seq. of the French Commercial Code, the shareholders take note of this report and approve the terms and conclusions thereof.

Fourth resolution

Election of a new Director. The shareholders resolve to elect Hans-Georg Härter as a Director for a six-year term, expiring at the Annual Shareholders’ Meeting to be called in 2016 to approve the financial statements for the year ending December 31, 2015.

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< CONTENTS > 1 Fifth resolution 2 Authorization for the Board of Directors to trade in the Company’s shares. Having considered the Board of Directors’ report, the shareholders: 3 I. Authorize the Board of Directors to act on the Company’s behalf in order to trade in the Company’s shares in accordance with Articles L. 225-209 et seq. of the French Commercial Code and European Regulation 2273/2003 dated December 22, 2003; 4 II. Resolve that the Board of Directors may use this authorization for the following purposes: 5 a) to maintain a liquid market for the Company’s shares through an investment service provider acting under a liquidity agreement that complies with the AMAFI Code of Ethics recognized by the AMF, 6 b) to purchase shares to be held and subsequently used in connection with external growth transactions (as consideration or in exchange for shares in another company), as permitted by the AMF, 7 c) to purchase shares for allocation to employees and/or corporate officers (subject to the conditions and according to the methods provided for by law), notably by way of stock option, share grant and employee share ownership plans, 8 d) to purchase shares for allocation to holders of securities giving rights to shares of the Company, by any means immediately or on maturity, upon exercise of rights attached to such securities including any hedging transactions relating to obligations of 9 the Company with respect to such securities in accordance with the applicable regulations; III. Resolve that the shares may be purchased, sold or transferred for the above-mentioned purposes at any time – including 10 during a public tender provided said offer is fully settled in cash – and by any method permitted under the applicable laws and regulations, including through block trades and the use of derivative financial instruments; 11 IV. Resolve that the transactions provided for under this authorization may not be carried out in any closed periods set down in the applicable laws and regulations; V. Resolve that the maximum number of shares that may be bought back under this authorization may not represent over 10% of the Company’s capital. The number of shares that may be acquired for subsequent delivery as consideration or in exchange for shares in another company in connection with a merger, demerger or asset transfer may not represent over 5% of the Company’s capital and the Company may not directly or indirectly hold more than 10% of its share capital at any time. These ceilings may be adjusted to take into account the effects of any corporate actions carried out after the date of this Meeting; VI. Resolve that (i) the maximum amount that may be invested in this share buyback program may not exceed 10% of the Company’s capital, adjusted to take into account the effects of any corporate actions carried out after the date of this Meeting; and (ii) that the maximum authorized per-share purchase price shall be €30; VII. In the event of a bonus share issue paid up by capitalizing additional paid-in capital, reserves, earnings or other eligible items, or in the event of a stock-split or reverse stock-split, the above-described maximum authorized purchase price will be adjusted based on the ratio between the number of shares issued and outstanding before and after the transaction; VIII. Grant full powers to the Board of Directors, which may be delegated in accordance with the law, to: a) implement this authorization, b) place any and all stock market orders and enter into any and all agreements, including for recording share purchases and sales in accordance with the applicable regulations, c) make any and all disclosures and filings, carry out any other formalities and generally do whatever is necessary; IX. Resolve that the Board of Directors will be required to report to the Annual Shareholders’ Meeting on all transactions carried out under this authorization; X. Resolve that this authorization will (i) supersede the authorization given for the same purpose at the April 23, 2009 Annual Shareholders’ Meeting and (ii) be valid for a period of eighteen months as from the date of this meeting.

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> < CONTENTS > 1 Sixth resolution 2 Powers to carry out formalities. Full powers are given to the bearer of a copy or extract of the minutes of this meeting in order to: 3 c carry out all filings, publications and other formalities; 4 c sign all instruments and documents and take all other necessary measures. 5

6 II – EXTRAORDINARY RESOLUTIONS 7

Seventh resolution 8 Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company, with pre- 9 emptive subscription rights for existing shareholders. Having considered the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with 10 Articles L. 225-129 et seq. of the French Commercial Code, notably Article L. 225-129-2, and Articles L. 228-91 et seq. of said Code, the shareholders: 11 I. Authorize the Board of Directors to issue, on one or more occasions, ordinary shares and/or other securities governed by Articles L. 228-91 et seq. of the French Commercial Code carrying immediate or deferred rights to new or existing shares of the Company, with pre-emptive subscription rights for existing shareholders. The securities authorized for issue include stand-alone warrants. No preference shares or securities carrying rights to preference shares may be issued. The Board of Directors shall have full discretionary powers – which may be delegated – to determine the amount and timing of said issue(s), which may be carried out in France or abroad either with or without consideration and may be denominated in euros, foreign currencies or any monetary unit determined by reference to a basket of currencies. The issue(s) may be paid up in cash or by offsetting receivables, or by capitalizing reserves, earnings, or additional paid-in capital; II. Resolve that the following limitations shall apply to the amount of the capital increases authorized pursuant to this resolution: a) the aggregate par value of the shares issued under this authorization, directly and/or on conversion, exchange, redemption or exercise of other securities, may not exceed €300 million, b) this cap shall not include the par value of any additional shares to be issued in accordance with the applicable laws and contractual arrangements in order to protect the rights of existing holders of securities carrying rights to shares in the event of further corporate actions, c) the maximum aggregate nominal value of any debt securities carrying rights to shares of the Company issued pursuant to this authorization and the authorization given in the eighth resolution may not exceed €1 billion or the foreign currency equivalent. This amount does not include any above-par redemption premium; III. Resolve that this authorization will be valid for a period of twenty-six months from the date of this meeting; IV. If the Board of Directors uses this authorization: a) resolve that securities issued in accordance with this authorization will be offered to existing shareholders on a pre-emptive basis, pro rata to their existing interest in the Company’s capital, b) note that, in accordance with the law, the Board of Directors may give shareholders a pre-emptive right to subscribe for any securities not taken up by other shareholders. If the issue is oversubscribed, such additional pre-emptive rights shall also be exercisable pro rata to the existing interest in the Company’s capital of the shareholders concerned, c) resolve that, in accordance with Article L. 225-134 of the French Commercial Code, if an issue is not taken up in full by shareholders exercising their pre-emptive rights the Board of Directors may take one or other of the following courses of action, in accordance with the law and in the order of its choice:

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< CONTENTS > 1 c limit the amount of the capital increase to the subscriptions received, provided that at least three-quarters of the issue is taken up, 2 c freely allocate all or some of the unsubscribed securities, 3 c offer all or some of the unsubscribed securities for subscription by the public, either in France or abroad, d) resolve that equity warrants of the Company may be offered for subscription on the above basis or allocated among holders 4 of existing shares without consideration. The Board of Directors shall be authorized to decide that rights to fractions of securities will be non-transferable and non-tradable and that the corresponding securities will be sold, 5 e) resolve that in the case of a capital increase carried out by capitalizing income, reserves or additional paid-in capital, any rights to fractions of shares shall be non-transferable and non-tradable and that the corresponding shares will be sold, with the sale proceeds allocated among the rights holders within 30 days of the date when the whole number of shares allotted to 6 them is recorded in their securities account, 7 f) note that this authorization automatically entails the waiver of shareholders’ pre-emptive rights to subscribe for any shares to be issued on the conversion, exchange, redemption or exercise of the securities carrying rights to shares; 8 V. Resolve that the Board of Directors shall have full powers, which may be sub-delegated in accordance with the law, to use this authorization and specifically to: 9 a) decide to carry out the related capital increase(s) and determine the form and characteristics of the securities to be issued, b) set the terms and conditions of the issue(s), 10 c) set the amount of the capital increase(s), as well as the issue price and the amount of any premium which might be decided upon, as the case may be, 11 d) determine the timing and other terms of the issue(s), including the form and number of securities to be issued. In the event of the issuance of bonds or other debt securities, the Board of Directors is authorized to determine (i) whether the debt should be subordinated or unsubordinated and the ranking of subordinated debt in accordance with Article L. 228-97 of the French Commercial Code; (ii) the currency of the issue(s); (iii) the interest rate (i.e. fixed, variable, indexed or carrying a zero coupon); (iv) the conditions under which interest payments may be cancelled or suspended; (v) the life of the securities (i.e. dated or undated); (vi) whether the nominal value of the securities may be reduced or increased; and (vii) all other terms and conditions of the issue, including any guarantees in the form of collateral, and any repayment conditions (such as repayment in assets). These securities may have warrants attached that are exercisable for other debt securities. The Board of Directors may amend any of the above terms and conditions during the life of the securities, provided that the applicable formalities are carried out, e) determine the method by which the shares and/or securities carrying rights to shares will be paid up, f) determine, where appropriate, the terms and conditions for (i) exercising the rights attached to the shares and/or securities carrying rights to shares, notably by setting the date from which the new shares will carry rights; and (ii) exercising any conversion, exchange or redemption rights, including redemption in exchange for assets such as previously issued securities, as well as any other terms and conditions applicable to such issue(s), g) suspend the exercise of the rights attached to the securities, in accordance with the applicable laws and regulations, h) at its sole discretion, charge the issuance costs against the related premium and deduct from the premium the necessary amounts to be credited to the legal reserve, i) make any necessary adjustments, in accordance with the applicable laws and contractual provisions, to take into account the impact of corporate actions, including a change in the par value of the shares, a capital increase paid up by capitalizing reserves, a bonus share issue, a stock-split or reverse stock-split, a distribution of reserves or any other assets, a redemption of share capital or a change in control of the Company. In such a case, the Board shall take any requisite measures to protect the rights of existing holders of securities carrying rights to shares, j) place on record the capital increase(s) and amend the Company’s bylaws to reflect the new capital,

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> < CONTENTS > 1 k) generally, enter into any and all agreements, take all appropriate steps and carry out all formalities necessary for the issue, listing and service of the securities issued in accordance with this authorization and for the exercise of any related rights; 2 VI. Note that this authorization supersedes, with immediate effect, the unused portion of any previous authorization granted to the Board of Directors to issue – with pre-emptive subscription rights for existing shareholders – shares and/or securities carrying 3 rights to shares, notably the authorization given in the eighth resolution of the Annual Shareholders’ Meeting of April 23, 2009; VII. Note that if the Board of Directors uses this authorization, it shall report thereon to the following Ordinary Shareholders’ 4 Meeting in accordance with the applicable laws and regulations. 5

Eighth resolution 6 Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company, without pre- emptive subscription rights for existing shareholders, through a public offering. 7 Having considered the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with the provisions of the French Commercial Code, notably Articles L. 225-129, L. 225-129-2, L. 225-135 et seq. and L. 228-92 of said Code, the shareholders: 8 I. Authorize the Board of Directors to issue, on one or more occasions, ordinary shares and/or other securities carrying 9 immediate or deferred rights to new or existing shares of the Company, without pre-emptive subscription rights for existing shareholders. The securities authorized for issue include stand-alone warrants. No preference shares or securities carrying rights to preference shares may be issued. The Board of Directors shall have full discretionary powers to determine the 10 amount and timing of said issue(s), which may be carried out in France or abroad and may be denominated in euros, foreign currencies or any monetary unit determined by reference to a basket of currencies. The issue(s) may be carried out through a 11 public offering; II. Resolve that the following limitations shall apply to the amount of the capital increases authorized pursuant to this resolution: a) the aggregate par value of the shares issued pursuant to this authorization and, directly and/or on conversion, exchange, redemption or exercise of other securities, may not exceed €110 million, b) this cap shall not include the par value of any additional shares to be issued in accordance with the applicable laws and contractual arrangements in order to protect the rights of existing holders of securities carrying rights to shares in the event of further corporate actions, c) the maximum aggregate nominal value of any debt securities carrying rights to shares of the Company issued pursuant to this resolution and the authorization given in the seventh resolution may not exceed €1 billion or the foreign currency equivalent. This amount does not include any above-par redemption premium; III. Resolve that this authorization will be valid for a period of twenty-six months from the date of this meeting; IV. Resolve to waive shareholders’ pre-emptive rights to subscribe for the shares and/or securities carrying rights to shares of the Company to be issued under this authorization. However, in accordance with Article L. 225-135 of the French Commercial Code the Board of Directors may offer shareholders a priority right to subscribe for all or part of any issue during a specified period and subject to terms and conditions to be set by the Board. Any such priority subscription rights will not be transferable and the securities will be allocated pro rata to shareholders’ existing interests. If any shareholders elect not to exercise this right, the Board of Directors may offer the unsubscribed securities to the other shareholders; V. Resolve that the amount to be received by the Company in payment for each share issued directly or on conversion, exchange, redemption or exercise of the rights attached to securities issued under this authorization shall not represent less than the minimum amount prescribed by the laws and regulations in force at the issue date. In the case of shares issued on exercise of stand-alone warrants, the amount received by the Company shall be determined after taking into account the issue price of the warrants concerned; VI. Resolve that the Board of Directors shall have full powers, which may be sub-delegated in accordance with the law, to use this authorization and specifically to: a) decide to carry out the related capital increase(s) and determine the form and characteristics of the securities to be issued, b) set the terms and conditions of the issue(s), c) set the amount of the capital increase(s), as well as the issue price and the amount of any premium which might be decided upon, as the case may be;

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< CONTENTS > 1 d) determine the timing and other terms of the issue(s), including the form and number of securities to be issued. In the event of the issuance of bonds or other debt securities, the Board of Directors is authorized to determine (i) whether the debt should 2 be subordinated or unsubordinated and the ranking of subordinated debt in accordance with Article L. 228-97 of the French Commercial Code; (ii) the currency of the issue(s); (iii) the interest rate (i.e. fixed, variable, indexed or carrying a zero coupon); 3 (iv) the conditions under which interest payments may be cancelled or suspended; (v) the life of the securities (i.e. dated or undated); (vi) whether the nominal value of the securities may be reduced or increased; and (vii) all other terms and conditions of the issue, including any guarantees in the form of collateral, and any repayment conditions (such as repayment in assets). 4 These securities may have warrants attached that are exercisable for other debt securities. The Board of Directors may amend any of the above terms and conditions during the life of the securities, provided that the applicable formalities are carried out, 5 e) determine the method by which the shares and/or securities carrying rights to shares will be paid up, 6 f) determine, where appropriate, the terms and conditions for (i) exercising the rights attached to the shares and/or securities carrying rights to shares, notably by setting the date from which the new shares will carry rights; and (ii) exercising any conversion, exchange or redemption rights, including redemption in exchange for assets such as previously issued securities, 7 as well as any other terms and conditions applicable to such issue(s), g) suspend the exercise of the rights attached to the securities, in accordance with the applicable laws and regulations, 8 h) at its sole discretion, charge the issuance costs against the related premium and deduct from the premium the necessary amounts to be credited to the legal reserve, 9 i) make any necessary adjustments, in accordance with the applicable laws and contractual provisions, to take into account 10 the impact of corporate actions, including a change in the par value of the shares, a capital increase paid up by capitalizing reserves, a bonus share issue, a stock-split or reverse stock-split, a distribution of reserves or any other assets, a redemption of share capital or a change in control of the Company. In such a case, the Board shall take any requisite measures to protect 11 the rights of existing holders of securities carrying rights to shares, j) place on record the capital increase(s) and amend the Company’s bylaws to reflect the new capital, k) generally, enter into any and all agreements, take all appropriate steps and carry out all formalities necessary for the issue, listing and service of the securities issued in accordance with this authorization and for the exercise of any related rights; VII. Note that this authorization automatically entails the waiver of shareholders’ pre-emptive rights to subscribe for any shares to be issued on the conversion, exchange, redemption or exercise of the securities carrying rights to shares; VIII. Note that this authorization supersedes, with immediate effect, the unused portion of any previous authorization granted to the Board of Directors to issue – without pre-emptive subscription rights for existing shareholders – shares and/or securities carrying rights to shares, notably the authorization given in the ninth resolution of the Annual Shareholders’ Meeting of April 23, 2009; IX. Note that if the Board of Directors uses this authorization, it shall report thereon to the following Ordinary Shareholders’ Meeting in accordance with the applicable laws and regulations.

Ninth resolution

Authorization for the Board of Directors to carry out employee rights issues in accordance with the conditions set out in Article L. 3332-19 of the French Labor Code. Having considered the Board of Directors’ report and the Statutory Auditors’ report, in accordance with Article L. 225-129-6 of the French Commercial Code, the shareholders authorize the Board of Directors to increase the Company’s capital by carrying out employee rights issues, on one or more occasions and at its sole discretion, in accordance with the conditions set out in Article L. 3332-18 of the French Labor Code. The maximum nominal amount of said capital increase(s) may not exceed €23,177,000. This authorization will entail the automatic waiver by shareholders of their pre-emptive rights to subscribe for the shares and/or securities to be issued to Group employees under this resolution.

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> < CONTENTS > 1 The shareholders give the Board of Directors full powers to determine the timing and amount of any such capital increase(s) – subject to the authorized ceiling – as well as the terms and conditions thereof. It also authorizes the Board to set (i) the issue price for the 2 newly-issued shares and/or securities in accordance with Article L. 3332-18 of the French Labor Code; (ii) the conditions for paying up the shares; and (iii) the subscription terms and period. 3 The Board of Directors shall have full powers to carry out all measures and formalities related to the capital increase(s), amend the Company’s bylaws to reflect the new capital and take all other necessary measures. 4 This authorization is given for a period of twenty-six months as from the date of this meeting. 5

Tenth resolution 6 Authorization for the Board of Directors to increase the number of securities to be issued as part of a capital increase – either with or without pre-emptive subscription rights for existing shareholders – in order to grant a greenshoe option. 7 Having considered the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with Article L. 225-135-1 of the French Commercial Code, the shareholders authorize the Board of Directors to increase the number of securities included in any 8 issue carried out pursuant to the authorizations given in the seventh and eighth resolutions above, subject to the conditions and ceilings specified in Articles L. 225-135-1 and R. 225-118 of the French Commercial Code, as well as the ceiling provided for in the related 9 resolution. This authorization is given for a period of twenty-six months as from the date of this meeting. 10

11 Eleventh resolution

Authorization for the Board of Directors to set the issue price on the issuance of ordinary shares and/or securities carrying rights to shares without pre-emptive subscription rights for existing shareholders, subject to the conditions set by the Shareholders’ Meeting and a ceiling of 10% of the Company’s capital. Having considered the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with Article L. 225-136 of the French Commercial Code, the shareholders authorize the Board of Directors to apply the following conditions when determining the prices for any issues carried out pursuant to the eighth resolution instead of the price-determination conditions provided for in said Code: a) the issue price of shares may not be lower than the closing price quoted for the Company’s shares on the trading day preceding the issue pricing date, less a maximum discount of 10%; b) the issue price of securities carrying rights to shares shall be set in such a way that the amount received by the Company at the time of issue plus the amount to be received on conversion, exchange, redemption or exercise of said rights is, for each share issued, at least equal to the issue price defined in paragraph a) above. The aggregate nominal value of any shares issued at prices determined in accordance with this resolution may not exceed 10% of the Company’s share capital in any given 12-month period. Any capital increases resulting from the issuance of securities priced in accordance with this resolution will be included in the overall ceiling specified in the eighth resolution. This authorization is given for a period of twenty-six months as from the date of this meeting and supersedes the authorization given for the same purpose in the twelfth resolution of the Annual Shareholders’ Meeting of April 23, 2009.

Twelfth resolution

Authorization for the Board of Directors to issue ordinary shares and/or securities carrying rights to shares of the Company or to debt securities, as part of a private placement, without pre-emptive subscription rights for existing shareholders. Having considered the report of the Board of Directors and the Statutory Auditors’ special report, in accordance with Articles L. 225-129 et seq. (notably Articles L. 225-135 and L. 225-136) and Articles L. 228-91 et seq. of the French Commercial Code, as well as Section II of Article L. 411-2 of the French Monetary and Financial Code, the shareholders:

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< CONTENTS > 1 c authorize the Board of Directors to issue on one or more occasions, as part of a private placement governed by Section II of Article L. 411-2 of the French Monetary and Financial Code, shares and/or securities carrying immediate or deferred rights to existing 2 or newly-issued shares of the Company. The Board of Directors shall have full discretionary powers to determine the amount and timing of said issue(s), which may be carried out in France or abroad and may be denominated in euros, foreign currencies or any 3 monetary unit determined by reference to a basket of currencies; c resolve: 4 c that the aggregate par value of the shares issued under this authorization, directly and/or on conversion, exchange, redemption or exercise of other securities, may not exceed €110 million, 5 c that this cap shall not include the par value of any additional shares to be issued in accordance with the applicable laws and contractual arrangements in order to protect the rights of existing holders of securities carrying rights to shares in the event 6 of further corporate actions, c that securities issued under this authorization carrying rights to the Company’s shares may consist of debt securities or 7 securities associated with the issue of debt securities or securities allowing the issue of intermediate debt securities, and as such may notably take the form of dated or undated, subordinated or unsubordinated notes. No preference shares or 8 securities carrying rights to preference shares may be issued under this authorization, c that the maximum aggregate nominal value of debt securities that may be issued under this authorization may not exceed 9 €1 billion or the equivalent of this amount in the case of securities denominated in a foreign currency or a monetary unit determined by reference to a basket of currencies, 10 c to waive shareholders’ pre-emptive rights to subscribe for the shares and other securities to be issued under this authorization, c that (i) the price of any shares issued pursuant to this authorization shall be at least equal to the average of the opening 11 prices quoted for the Company’s shares on Euronext Paris over the three trading days preceding the issue pricing date, less a maximum discount of 5% as provided for by law; and (ii) the issue price of securities carrying rights to shares shall be set in such a way that the amount received by the Company at the time of issue plus the amount to be received on conversion, exchange, redemption or exercise of said rights, is for each share issued, at least equal to the issue price defined in point (i) above, c that the Board of Directors shall have full powers – which may be delegated in accordance with the applicable laws and regulations – to use this authorization, and notably to decide on the amounts, timing and other terms of the issue(s), including the form and characteristics of the securities to be issued, the issue price (in accordance with the conditions set out above), the subscription period, the date from which the securities will carry dividend or interest rights and the applicable method and timeframe for paying up shares. The issue(s) may be carried out in France and/or abroad and/or on the international market and may be suspended by the Board of Directors where appropriate. The Board of Directors is also authorized to (i) apply for the newly issued securities to be admitted to trading on any market, (ii) place on record the capital increase(s) resulting from the subscription of shares, (iii) carry out, either directly or through a representative, any operations or formalities related to the capital increase(s) that it deems appropriate, (iv) enter into any agreements required for the issue(s) to take place, (v) charge the share issue costs against the related premiums and (vi) deduct from the premium the amount necessary to increase the legal reserve to 10% of the Company’s new capital after each issue. This authorization is valid for a period of twenty-six months from the date of this Meeting. It supersedes the authorization granted for the same purpose at the Annual Shareholders’ Meeting of April 23, 2009, although the issuance of preference shares and securities carrying immediate or deferred rights to preference shares is excluded from this authorization. The shareholders note that as this authorization only covers capital increases carried out without pre-emptive subscription rights for existing shareholders as part of a private placement governed by Section II of Article L. 411-2 of the French Monetary and Financial Code, it does not have the same purpose as the eighth resolution.

Thirteenth resolution

Powers to carry out formalities. Full powers are given to the bearer of a copy or extract of the minutes of this meeting in order to: c carry out all filings, publications and other formalities; c sign all instruments and documents and take all other necessary measures.

226 Faurecia 2009 REGISTRATION DOCUMENT > < CONTENTS > 1

CONTENTS

STATEMENT CROSS-REFERENCE TABLE 229 BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 228

Faurecia 2009 REGISTRATION DOCUMENT 227 Statement by the person responsible for the Registration Document

< CONTENTS > 1 Statement by the person responsible 2 for the Registration Document 3 4 PERSON RESPONSIBLE FOR THE REGISTRATION INFORMATION OFFICER DOCUMENT 5 Frank Imbert Yann Delabrière Chief Financial Officer 6 Chairman and Chief Executive Officer Faurecia I hereby declare that, having taken all reasonable care to 2, rue Hennape 7 ensure that such is the case, the information contained in the Registration Document is, to the best of my knowledge, in 92735 Nanterre cedex – France 8 accordance with the facts and contains no omission likely to Tel.: + 33 (1) 72 36 70 00 affect its import. Fax: + 33 (1) 72 36 70 07 9 I further declare that, to the best of my knowledge, (i) the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair 10 view of the assets and liabilities, financial position and results of Faurecia and the consolidated companies making up the 11 Group, and (ii) the management report on page 232 provides a fair view of the business, results and financial position of Faurecia and its consolidated companies, as well as a description of the main risks and uncertainties they face. I obtained a statement from the Statutory Auditors at the end of their engagement affirming that they have read the whole of the Registration Document and examined the information about the financial position and the accounts contained therein. The Statutory Auditors have drawn up reports on the consolidated and parent company financial statements for the year ended December 31, 2008. These reports appear on pages 140 and 169 of the Registration Document filed with the AMF on April 6, 2009 under number D.09-0200. Each report contains one observation regarding the uncertainties about the financing of operations in 2009. Yann Delabrière Nanterre, April 28, 2010

228 Faurecia 2009 REGISTRATION DOCUMENT Cross-reference table

> < CONTENTS > 1 Cross-reference table 2 3

1. PERSONS RESPONSIBLE 228 4 2. STATUTORY AUDITORS 5, 211 3. SELECTED FINANCIAL INFORMATION 6 5 4. RISK FACTORS 23-28, 72-78 6 5. INFORMATION RELATING TO THE ISSUER 5.1 History and development of the issuer 105, 198-199 7 5.1.1 Legal and commercial name of the issuer 199-200 5.1.2 Place of registration and registration number of the issuer 199-200 8 5.1.3 Date of incorporation and term of the issuer 199-200 5.1.4 Registered offi ce and legal form of the issuer 199-200 9 2, 20, 52-56, 107-109, 111, 5.2 Investments 119-122, 173-175 10 6. BUSINESS OVERVIEW 11 6.1 Principal activities 8-16, 52-56 6.2 Principal markets 8-10, 106-111 6.3 Exceptional factors 15, 21, 129-130 6.4 Possible dependency: patents, licenses, industrial, commercial or fi nancial contracts 28, 202 6.5 The basis for any statements made by the issuer regarding its competitive position 11-16 7. ORGANIZATIONAL STRUCTURE 208-210 7.1 Brief description of the Group 8-16, 90, 198-199, 195, 205 7.2 List of signifi cant subsidiaries 154-157, 188-189, 208-210 8. PROPERTY, PLANT AND EQUIPMENT 8.1 Existing or planned material tangible fi xed assets 202 A description of any environmental issues that may aff ect the issuer’s utilization 8.2 of tangible fi xed assets 58-64 9. OPERATING AND FINANCIAL REVIEW 18, 20 9.1 Financial position 20 9.2 Operating results 18 10. CAPITAL RESOURCES 10.1 Information concerning the issuer’s capital resources 125-128, 195-197, 202-205 10.2 Sources and amounts of cash fl ows 20, 98 10.3 Information on borrowing requirements and funding structure 25-27, 124-125, 136-139 Information regarding any restrictions on the use of capital resources 10.4 that have materially aff ected, or could materially aff ect the issuer’s operations 26-27, 136-139, 201 Information regarding the anticipated sources of funds required 10.5 for planned investments 22, 26-27

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11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 51-56 2 12. TREND INFORMATION 22, 50, 52 13. PROFIT FORECASTS OR ESTIMATES N/A 3 14. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT 14.1 Members of the administrative, management or supervisory bodies 68-91 4 Administrative, management, and supervisory bodies and senior management confl icts 14.2 of interests 79 5 15. REMUNERATION AND BENEFITS 6 15.1 The amount of remuneration paid and benefi ts in kind 87-89, 91, 152, 183 The total amounts set aside or accrued by the issuer or its subsidiaries to provide 7 15.2 pension, retirement or similar benefi ts 130-135 16. BOARD PRACTICES 8 16.1 Expiry date of current terms of offi ce 80-86 Service contracts between members of the administrative, management or supervisory 9 16.2 bodies and the Company 79 16.3 Information about the issuer’s Audit Committee and Remuneration Committee 70 10 16.4 Corporate governance regime 68-91, 199 11 17. EMPLOYEES 17.1 Number of employees 6, 39-46 17.2 Shareholdings and stock options 38-39, 125-127, 206-207 17.3 Description of any arrangements for involving the employees in the capital of the issuer 38-39 18. MAJOR SHAREHOLDERS 18.1 Any shareholder owning over 5% of the Company’s capital 195, 205 18.2 Diff erent voting rights 195, 201, 205 18.3 Control of the Company 68-69, 195, 205 A description of any arrangements, known to the issuer, the operation of which may 18.4 at a subsequent date result in a change in control of the issuer 201 19. RELATED PARTY TRANSACTIONS 152, 184, 192-193

230 Faurecia 2009 REGISTRATION DOCUMENT Cross-reference table

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FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, 2 20. FINANCIAL POSITION AND PROFITS AND LOSSES 20.1 Historical fi nancial information 7, 95-98,166-168, 185 3 20.2 Pro forma fi nancial information n/a 20.3 Financial statements 95-157, 166-189 4 20.4 Auditing of historical annual fi nancial information 158-159, 190-191 20.5 Age of latest fi nancial information 194 5 20.6 Interim and other fi nancial information 212-214 6 20.7 Dividend policy 153, 185-186, 197, 200, 219 20.8 Legal and arbitration proceedings 28, 130 7 20.9 Signifi cant change in the issuer’s fi nancial or trading position 20, 26-27, 137-139 21. ADDITIONAL INFORMATION 8 21.1 Capital stock 125-128, 194-195, 202-207 9 21.1.2 Shares not representing capital 202 21.2 Articles of incorporation and bylaws 199-200 10 21.2.1 A description of the issuer’s corporate purpose 200 A description of the rights, preferences and restrictions attached to each class 11 21.2.2 of existing shares 201 A description of what action is necessary to change the rights of holders of shares, 21.2.3 indicating where the conditions are more signifi cant than is required by law 201 A description of the conditions governing the manner in which Annual General Meetings 21.2.4 and Extraordinary Shareholders’ Meetings are called 201 An indication of the articles of incorporation, statutes, charter or bylaw provisions, if any, governing the ownership threshold above which shareholder ownership 21.2.5 must be disclosed 201 A description of the conditions imposed by the memorandum and articles of association, statutes, charter or bylaws governing changes in the capital, where such conditions 21.2.6 are more stringent than is required by law 201 22. MATERIAL CONTRACTS 202 THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS 23. OF ANY INTEREST N/A 24. DOCUMENTS ON DISPLAY 200 25. INFORMATION ON HOLDINGS 188-189

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< CONTENTS > 1 For ease of reference, the following table presents the requirements for the Annual Financial Report which are included in this Registration Document in accordance with Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the 2 AMF’s General Regulations. 3 STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 228 MANAGEMENT REPORT 4 Analysis of the results, fi nancial position and risks of the parent company and the Group and a list of authorizations concerning capital increases (disclosed in accordance with Article L. 225-100 8-29, 162-165, 5 and L. 225-100-2 of the French Commercial Code) 199-205 Disclosures required pursuant to Article L. 225-100-3 of the French Commercial Code concerning 6 factors that could aff ect a public tender off er 71 Information on share buyback programs (as required under paragraph 2 of Article L. 225-211 7 of the French Commercial Code) 203 FINANCIAL STATEMENTS 8 Parent c ompany fi nancial statements 162-188 9 Statutory Auditors’ report on the parent company fi nancial statements 190 Consolidated fi nancial statements 95-154 10 Statutory Auditors’ report on the consolidated fi nancial statements 158 11

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