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OFFERING CIRCULAR NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

Faurecia S.A. (incorporated under the laws of France as a société anonyme à conseil d’administration, i.e., a limited liability company) €700,000,000 3.625% Senior Notes due 2023

Faurecia S.A. (the “Issuer”or“Faurecia”) is offering €700,000,000 of its 3.625% Senior Notes due 2023 (the “Notes”). The Issuer will pay interest on the Notes semi-annually in arrears on 15 June and 15 December of each year, commencing on 15 June 2016. The Notes will mature on 15 June 2023. The Notes will be senior unsecured obligations of the Issuer. The Notes will rank equally with all of the Issuer’s existing and future unsecured senior debt and senior to all its existing and future subordinated debt. The Notes will be effectively subordinated to all secured indebtedness, if any, of the Issuer to the extent of the value of the assets securing such indebtedness, if any. The Notes are not guaranteed by the Issuer’s subsidiaries and will therefore also be structurally junior to all debt of the Issuer’s subsidiaries. The Issuer will, on or about 12 April 2016, redeem the 2016 Notes with the proceeds of the Notes offered hereby. The guarantees of the 2022 Notes, of the Senior Credit Agreement and of certain other indebtedness will be released upon redemption of the 2016 Notes. At that time, none of our outstanding debt will be guaranteed by our subsidiaries and all of the Issuer’s indebtedness will be pari passu and rank equally in right of payment. At any time prior to 15 June 2019, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, plus the relevant “make-whole” premium. The Issuer may also redeem the Notes, in whole or in part, at any time on or after 15 June 2019, at redemption prices that vary depending on the year of redemption, as set forth in this offering circular (the “Offering Circular”). In addition, prior to 15 June 2019, the Issuer may, at its option and on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes with the net proceeds from one or more specified equity offerings at a redemption price equal to 103.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In addition, holders of the Notes may cause the Issuer to repurchase the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, if the Issuer undergoes specific kinds of changes of control. Application has been made to the Irish Stock Exchange plc (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List (the “Official List”) and trading on the Global Exchange Market of the Irish Stock Exchange (the “Global Exchange Market”). This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the Irish Stock Exchange. There can be no assurance that any such listing will be maintained. Investing in the Notes involves risks. You should carefully consider the risk factors beginning on page 19 of this Offering Circular before investing in the Notes. The Notes will be in registered form in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will be represented on the issue date by one or more global notes, which will be delivered through Euroclear Bank SA/ NV and Clearstream Banking, société anonyme, on or about 1 April 2016 or such later date as agreed between the Issuer and the Initial Purchasers (as such term is defined under “Subscription and Sale of the Notes”). See “Book-Entry, Delivery and Form”.

Issue price: 100.00%, plus accrued and unpaid interest, if any, from the issue date.

The Notes have not been nor will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) nor with any securities regulatory authority of any state or other jurisdiction of the United States and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes may be offered or sold solely to persons who are not U.S. Persons outside the United States in reliance on Regulation S. Each purchaser of the Notes is hereby notified that the offer and sale of Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S.

The date of this Offering Circular is 1 April 2016. TABLE OF CONTENTS

SUMMARY ...... 1 RISK FACTORS ...... 19 USE OF PROCEEDS ...... 32 CAPITALISATION ...... 33 SELECTED HISTORICAL FINANCIAL AND OPERATING DATA ...... 35 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ...... 38 BUSINESS ...... 70 MANAGEMENT ...... 92 PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ...... 98 DESCRIPTION OF OTHER INDEBTEDNESS ...... 99 TERMS AND CONDITIONS OF THE NOTES ...... 102 BOOK-ENTRY, DELIVERY AND FORM ...... 147 SUBSCRIPTION AND SALE OF THE NOTES ...... 150 TAXATION ...... 152 CERTAIN INSOLVENCY AND ENFORCEABILITY CONSIDERATIONS ...... 155 LISTING AND GENERAL INFORMATION ...... 166 THE ISSUER ...... 168 LEGAL MATTERS ...... 169 STATUTORY AUDITORS ...... 170 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ...... F-1

i IMPORTANT INFORMATION ABOUT THIS OFFERING CIRCULAR

This Offering Circular has been prepared solely for use in connection with, and prospective investors are authorised to use this Offering Circular only in connection with, a private placement of the Notes by us to institutional investors outside of the United States. We and the Initial Purchasers reserve the right to reject any offer to subscribe for the Notes for any reason.

No person has been authorised to give any information or to make any representations in connection with the offering or sale of the Notes other than as contained in this Offering Circular, and, if given or made, such information or representations must not be relied upon as having been authorised by us, the Initial Purchasers, any of our or their affiliates, or by any other person. Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs or the affairs of our subsidiaries since the date hereof or that the information contained herein is correct and complete as at any time subsequent to the date hereof.

We have prepared this Offering Circular and we are solely responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the Notes. We have summarised certain documents and other information in a manner we believe to be accurate. However, we refer you to the actual documents for a more complete understanding of the matters discussed in this Offering Circular. Where information has been sourced from a third party, we confirm that this information has been accurately reproduced and that as far as we are aware and are able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third party information has been included, its source has been stated.

This Offering Circular has been prepared by us on the basis that any purchaser of the Notes is a person or entity having such knowledge and experience of financial matters as to be capable of evaluating the merits and risks of such purchase. Before making any investment decision with respect to the Notes, potential investors should conduct such independent investigation and analysis regarding us and the Notes as they deem appropriate to evaluate the merits and risks of such investment. In making any investment decision with respect to the Notes, investors must rely (and will be deemed to have relied) solely on their own independent examination of us and the terms of the Notes, including the merits and risks involved. Before making any investment decision with respect to the Notes, prospective investors should consult their own counsel, accountants, or other advisers, and carefully review and consider such investment decision in light of the foregoing.

To the best of our knowledge and belief, having taken all reasonable care to ensure that such is the case, we confirm that the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. We accept responsibility for the information contained in this Offering Circular accordingly.

Neither us nor the Initial Purchasers nor any of our or their respective affiliates or representatives is making any representation to you regarding the legality of an investment in the Notes, and you should not construe anything in this Offering Circular as legal, business, tax or other advice. You should consult with your own advisors as needed to assist you in making your investment decision and to advise you whether you are legally permitted to purchase the Notes.

The Initial Purchasers are not responsible for, and no representation or warranty, express or implied, is made by the Initial Purchasers or any of their respective affiliates or advisors or selling agents, nor any of their respective representatives, as to the accuracy or completeness of the information set forth herein, and nothing contained in this Offering Circular is, or shall be relied upon as, a promise or representation by any of them, whether as to the past or the future.

You are urged to pay careful attention to the risk factors described under the section “Risk Factors” of this Offering Circular, as well as the other information contained herein, before making your investment decision. The occurrence of one or more of the risks described herein, could have an adverse effect on our activities, financial condition, or results of operations. Furthermore, other risks not yet identified or not considered significant by us could have adverse effects, and you may lose all or part of your investment.

ii STABILISATION

In connection with the issue of the Notes, Citigroup Global Markets Limited (the “Stabilising Manager”) (or any person acting on behalf of the Stabilising Manager) may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over allotment must be conducted by the relevant Stabilising Manager (or person(s) acting on behalf of any Stabilising Manager) in accordance with all applicable laws and rules.

iii SELLING RESTRICTIONS

General This Offering Circular does not constitute an offer to sell or an invitation to subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorised or to any person to whom it is unlawful to make such an offer or invitation. The distribution of this Offering Circular and the offer or sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Offering Circular comes are required to inform themselves about and to observe any such restrictions. This Offering Circular may only be used for the purposes for which it has been published.

No action has been taken in any jurisdiction that would permit a public offering of the Notes. No offer or sale of the Notes may be made in any jurisdiction except in compliance with the applicable laws thereof. You must comply with all laws that apply to you in any place in which you buy, offer or sell any Notes or possess this Offering Circular.

For a description of certain restrictions relating to the offer and sale of the Notes, see “Subscription and Sale of the Notes”. We accept no liability for any violation by any person, whether or not a prospective purchaser of the Notes, of any such restrictions.

Notice to Prospective Investors in the United States The Notes offered pursuant to this Offering Circular have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold outside the United States or to, or for the account or benefit of, U.S. Persons, as defined in Regulation S under the Securities Act (“Regulation S”) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Accordingly, the offer is not being made in the United States and this document does not constitute an offer, or an invitation to apply for, or an offer or invitation to purchase or subscribe for, any Notes in the United States.

Any person who subscribes or acquires Notes will be deemed to have represented, warranted and agreed, by accepting delivery of this Offering Circular or delivery of the Notes, that it is subscribing or acquiring the Notes in compliance with Regulation S.

In addition, until 40 days after the commencement of the offering of the Notes, an offer or sale of the Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Notice to Prospective Investors in the United Kingdom This Offering Circular is for distribution to and is directed solely at (i) persons located outside the United Kingdom, (ii) persons with professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities of the Issuer or any member of its group may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) to (iv) above being “relevant persons”). Any investment activity to which this Offering Circular relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this communication.

Notice to Prospective Investors in the European Economic Area With respect to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), no offer has been made and no offer will be made of the Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the

iv competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of the Notes may be made to the public in that Relevant Member State: a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Initial Purchasers; or c) in any other circumstances not requiring us to publish a prospectus pursuant to Article 3(2) of the Prospectus Directive.

As used in this paragraph, the expression “offer of Notes to the public” in relation to any Notes in a given Relevant Member State means any communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the Notes to be offered, so as to enable an investor to decide to purchase or subscribe for these Notes, as this definition may have been amended in the Relevant Member State by any measure implementing the Prospectus Directive in that relevant Member State. The expression “Prospectus Directive” means Directive 2003/71/EC as amended, included by Directive 2010/73/EU, and includes any relevant implementing measure in the Relevant Member State.

These restrictions on sale concerning Relevant Member States are in addition to any other restrictions on sale applicable in the Relevant Member States having implemented the Prospectus Directive.

This Offering Circular has been prepared on the basis that all offers of the Notes in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive, as amended, as implemented in the Relevant Member States, from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within the European Economic Area of the Notes that are the subject of the placement contemplated in this Offering Circular should only do so in circumstances in which no obligation will arise for us or the Initial Purchasers to produce a prospectus pursuant to Article 3(2) of the Prospectus Directive for such offer. Neither we nor the Initial Purchasers have authorised, nor do we or they authorise, the making of any offer of the Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitutes the final placement of the Notes contemplated in this Offering Circular.

Notice to Prospective Investors in France This Offering Circular has not been prepared and is not being distributed in the context of a public offering of financial securities in France (offre au public de titres financiers) within the meaning of Article L.411-1 of the French Code Monétaire et Financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the French financial markets authority) (the “AMF”). Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France, and neither this Offering Circular nor any offering or marketing materials relating to the Notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France. The Notes may only be offered or sold in France to qualified investors (investisseurs qualifiés) acting for their own account and/or to providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), all as defined in and in accordance with Articles L.411- 1, L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier and applicable regulations thereunder. Prospective investors are informed that this Offering Circular has not been and will not be submitted for clearance to the AMF.

Notice to Prospective Investors in Canada, Australia and Japan The Notes may not be offered, sold or purchased in Canada, Australia or Japan.

v CERTAIN DEFINITIONS

In this Offering Circular (except as otherwise defined in “Terms and Conditions of the Notes”, for purposes of that section only, or in our audited consolidated financial statements, included elsewhere in this Offering Circular): • References to “our group” or the “Group” are to Faurecia and its consolidated subsidiaries, whereas references to “Faurecia” or the “Issuer” are to Faurecia S.A. References to “us”, “we”or“our” are to the Group or to Faurecia, as the context requires; •“2016 Notes” refers to €350 million principal amount of 9.375% Senior Notes due 2016, which we issued on 9 November 2011 and an additional €140 million principal amount of 9.375% Senior Notes due 2016, which we issued on 21 February 2012 and which were consolidated with, and form a single series with, the notes issued on 9 November 2011. We intend to redeem the 2016 Notes with the proceeds of the Notes offered hereby and we have published a conditional notice of redemption of the 2016 Notes which provides that our obligation to redeem the 2016 Notes is conditional upon the issue of the Notes offered hereby in an amount of at least €500 million (“2016 Notes Redemption”). In accordance with the trust deed governing the 2016 Notes and subject to the satisfaction of this condition, the 2016 Notes Redemption will occur on or about 12 April 2016; •“2022 Notes” refers to €500 million principal amount of 3.125% Senior Notes due 2022, which we issued on 17 March 2015, and an additional €200 million principal amount of 3.125% Senior Notes due 2022, which we issued on 9 April 2015 and which were consolidated with, and form a single series with, the notes issued on 17 March 2015;

•“CO2” refers to carbon dioxide; •“FAE Disposal” refers to the proposed sale of Faurecia Automotive Exteriors to Compagnie Plastic Omnium, pursuant to a memorandum of understanding (the “Memorandum of Understanding”) entered into between Faurecia and Compagnie Plastic Omnium in December 2015; •“g” refers to the unit of mass, “gram”; •“Initial Purchasers” refers to Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc, Mitsubishi UFJ Securities International plc, Bankinter, S.A., Banco Bradesco BBI S.A. and Raiffeisen Bank International AG; •“kg” refers to the unit of mass, “kilogram”; •“km” refers to the unit of distance, “kilometre”;

•“NOx” refers to nitrogen oxide; •“Refinancing” refers to the issuance of the Notes offered hereby and the use of proceeds therefrom, including the 2016 Notes Redemption; and • “Senior Credit Agreement” means the €1,200 million senior credit agreement among us as borrower and various lenders, dated 15 December 2014. The Senior Credit Agreement is composed of a 5-year facility for an amount of €1,200 million and was undrawn as at 31 December 2015. The facility under the Senior Credit Agreement is referred to herein as the “Senior Credit Facility”.

vi PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Faurecia is the parent company of the Group. This Offering Circular includes audited consolidated financial statements of Faurecia as at and for the years ended 31 December 2015, 2014 and 2013. Our audited consolidated financial statements for the year ended 31 December 2015, contained herein, also present comparable financial data for the year ended 31 December 2014. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. Our audited consolidated financial statements for the year ended 31 December 2015 have been approved by our Board of Directors and are expected to be approved by our shareholders on 27 May 2016.

In this Offering Circular, references to “euro” and “€” refer to the lawful currency of the member states participating in the third stage of the Economic and Monetary Union under the Treaty Establishing the European Community, as amended from time to time.

We publish our audited consolidated financial statements in euros. Some financial information in this Offering Circular has been rounded and, as a result, figures shown as totals in this Offering Circular may vary slightly from the exact arithmetic aggregation of the figures that precede them.

Constant Basis Presentation and Other Non-IFRS Measures Figures presented in this Offering Circular are calculated on an actual historical basis and, where noted, on a constant or “like-for-like” basis, which means that comparable items are presented using a constant consolidation scope but not using constant exchange rates, unless otherwise indicated. The percent change from one period to another has generally been given on a “like-for-like” basis in order to eliminate the impact of changes in consolidation scope (that is, changes in the entities that we consolidate in our audited consolidated financial statements due to acquisitions, divestures or mergers).

For comparison purposes, we restate sales to factor in exchange rates fluctuations and changes in perimeter. Exchange rates are restated only for sales which are reported in a currency other than euro and where we compare by applying the previous year U.S. dollar/euro exchange rate to both the previous year and the current year sales. The scope is restated by calculating this year sales as at the last year perimeter.

In addition, this Offering Circular includes certain supplemental indicators of performance and liquidity that we use to monitor our operating performance and debt servicing ability. These indicators include product sales, EBITDA, net debt and net cash flow. These measures are unaudited and we are not required to present them under IFRS. Such indicators have limitations as analytical tools, and investors should not consider them in isolation from, or as a substitute for analysis of, related indicators derived in accordance with IFRS. We use these non-IFRS financial measures in this Offering Circular because we believe that they can assist investors in comparing our performance to that of other companies on a consistent basis. However, our computation of product sales, EBITDA, net cash flow and other non-IFRS financial measures may not be comparable to similarly titled measures of other companies. For example, depreciation and amortisation can vary significantly among companies depending on accounting methods, particularly where acquisitions or non-operating factors including historical cost bases are involved. We believe that product sales, EBITDA, net debt and net cash flow and the other non-IFRS financial measures, as we define them, are also useful because they enable investors to understand our performance over time, without the impact of various items that we believe do not durably affect our operating performance. However, investors should not consider these measures as alternatives to measures of financial performance, operating results or cash flows that are determined in accordance with IFRS.

Presentation of Product Sales We report total sales in our audited consolidated financial statements, both for the Group and by operating segment. In addition, we report “product sales”, meaning sales of automotive parts and components to customers. In addition to these product sales, our total sales include sales of catalytic converter monoliths (a pre-packaged raw material component for catalytic converters, which is chosen by customers and sold on a “pass-through” basis with no mark-up), as well as sales of tooling, research and development (“R&D”), prototypes and other services. We have taken steps to harmonize how our monolith sales are accounted for within our Group and, as a result, since 1 January 2015 the sale of monoliths have been excluded from our total sales in South Korea. The impact of this accounting harmonization in our audited consolidated accounts is not significant and has no impact on our operating income. We have therefore not applied this approach retrospectively to our audited consolidated accounts as at and for the year ended 31 December 2014 which are presented in our accounts as at and for the year ended 31 December 2015.

vii Restatements Restatement of Comparative Figures as at and for the Year Ended 31 December 2014 Application of IFRS 5—Non-Current Assets Held for Sale and Discontinued Operations On 14 December 2015, we entered into a Memorandum of Understanding for the sale of our Automotive Exteriors business worldwide to Compagnie Plastic Omnium. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors”.

We are required by IFRS 5 to present our Automotive Exteriors business as discontinued in our audited consolidated financial statements as at and for the year ended 31 December 2015 (the “2015 Financial Statements”) as a result of the materiality of our Automotive Exteriors business and the highly probable nature of the sale. As a result of applying IFRS 5 to our 2015 Financial Statements, the assets and liabilities relating to our Automotive Exteriors business are presented separately in dedicated lines in our consolidated balance sheet as at 31 December 2015, and the net result of the corresponding discontinued activities are presented on a dedicated line in our consolidated income statement for the years 2015 and 2014. The assets presented separately as “assets held for sale” in the consolidated balance sheet as at 31 December 2015 are valued at the lower of their carrying amount and fair value less costs to sell. The corresponding liabilities are presented separately as “liabilities linked to assets held for sale” in the consolidated balance sheet as at 31 December 2015. The cash flow items of discontinued operations are presented separately in the statement of cash flow for the years 2015 and 2014.

Our financial information as at and for the year ended 31 December 2014 which are included in our 2015 Financial Statements for comparison purposes have been restated to reflect the retrospective application of IFRS 5 in our consolidated income statement and cash-flow statement.

We have not restated our consolidated financial statements as at and for the years ended 31 December 2014 and 2013 and such financial statements are therefore not directly comparable with our 2015 Financial Statements.

Certain Figures are Presented Without Adjustment to Reflect the Application of IFRS 5—Non-Current Assets Held for Sale and Discontinued Operations

Certain information in the notes to our 2015 Financial Statements has not been adjusted to reflect the application of IFRS 5, including financial information by operating segment and by geographic region, contained in note 4.2 (Key Figures by Operating Segment) and note 4.4 (Key Figures by Geographic Region) to our 2015 Financial Statements.

Unless otherwise stated, the figures presented in this Offering Circular for product sales have not been adjusted to reflect the application of IFRS 5.

In addition, the following figures (and the percentages calculated by reference to these figures) included in this Offering Circular have not been adjusted to reflect the application of IFRS 5: (i) the value of our direct purchases of raw materials as a percentage of purchases; (ii) the value of our purchases of materials and supplies, the percentage of those purchases accounted for by our ten largest suppliers and those purchases as a percentage of sales; (iii) the percentage of our borrowings at variable rates; (iv) the impact of currency fluctuations on our pre- tax income; and (v) operating margin by operating segment and by region.

These items, and all percentages calculated by reference to these figures, are therefore presented without adjustment or restatement for IFRS 5, as applicable, in this Offering Circular. Implementation of IFRIC 21 Since 1 January 2015, we have applied IFRIC 21 interpretation “Levies”. Our financial information as at and for the year ended 31 December 2014 which are included in our 2015 Financial Statements for comparison purposes have been restated to reflect the application of IFRIC 21. See note 1.B.2 to our 2015 Financial Statements.

viii MARKET AND INDUSTRY DATA

Unless otherwise stated, the information provided in this Offering Circular relating to market position and the size of relevant markets and market segments for the Faurecia Automotive Seating, Faurecia Emissions Control Technologies, Faurecia Interior Systems or Faurecia Automotive Exteriors Markets is based on sales, solely determined on the basis of our own estimates, and is provided solely for illustrative purposes. We compile information on these markets through our local operating subsidiaries, which in turn compile information on local markets on an annual basis. They derive that information from formal and informal contacts with industry professionals, industry publications, annual reports from competitors, and market research from independent third parties. Our estimates of relative market position in each of our markets are based on this information. We believe that such data is useful in helping investors understand the industry in which we operate and our position within that industry. However, we do not have access to the data and assumptions underlying the data.

The above-referenced estimates, which we consider reliable, have not been verified by independent experts. The external sources include IHS Automotive (February 2016 and January 2015) and Automotive News (June 2015). Neither we nor the Initial Purchasers guarantee that third parties using different methods to assemble, analyse or compute market data would obtain or generate the same results. In addition, our competitors may define their markets differently. To the extent the data relating to market share and market size included in this Offering Circular is based solely on our own estimates, it does not constitute official data and should not be relied on. Moreover, any information regarding market share, customer ranking, supplier percentages or similar data is based on the total value of consolidated sales, rather than on number of units sold or product sales, unless otherwise noted. Neither we nor the Initial Purchasers make any representation as to the accuracy of such information.

ix FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that reflect our current expectations with respect to future events and our financial performance. The words “believe”, “expect”, “intend”, “aim”, “seek”, “plan”, “project”, “anticipate”, “estimate”, “will”, “may”, “could”, “should” and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect our present expectations with regard to future events and are subject to a number of important factors and uncertainties that could cause actual results to differ significantly from those described in the forward-looking statements.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions given our knowledge of our industry, business and operations as at the date of this Offering Circular, we cannot give any assurance that these assumptions will prove to be correct, and we caution you not to place undue reliance on such statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements, or the industry’s results, to be significantly different from any future results, performance or achievements expressed or implied in this Offering Circular. These forward- looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Some of these factors are discussed under “Risk Factors” beginning on page 19 of this Offering Circular and include, among other things: • risks related to the automotive sector and the commercial success of the models for which we supply components; • risks related to the loss of key customers, customer concentration and risks that our customers could default on their financial obligations or enter bankruptcy; • our dependence on suppliers to maintain production levels; • risks relating to customers’ demands and the cost of investment compared to customer order volumes; • risks relating to difficulties integrating acquired businesses or achieving anticipated synergies; • economic, political, tax, legal and other related risks relating to the international nature of our business; • risks relating to the highly competitive automotive supply industry where customers can exert significant price pressure; • risks relating to rises in interest rates which would increase the cost of servicing our debt; • risks relating to exchange rate fluctuations, primarily between the euro and other operating currencies; • risks relating to fluctuations in the prices of raw materials; • litigation risks, including product liability, warranty and recall risk; • insurance risks; • intellectual and industrial property risks; • industrial and environmental risks; and • risks relating to our disposal of Faurecia Automotive Exteriors.

Our forward-looking statements speak only as at the date of this Offering Circular. We expressly disclaim any obligation or undertaking, and do not intend, to release publicly any updates or revisions to any forward-looking statements contained in this Offering Circular to reflect any change in our expectations or any change in events, conditions or circumstances, on which any forward-looking statement contained in this Offering Circular is based.

x SUMMARY

The following summary highlights selected information contained elsewhere in this Offering Circular. Accordingly, this summary may not contain all of the information that may be important to you. We urge you to carefully read and review this Offering Circular in full in order to fully understand the Group. You should also read the “Risk Factors” section in this Offering Circular to determine whether an investment in the Notes is appropriate for you.

The following summary contains certain information from our 2015 Financial Statements which have not been adjusted to reflect the application of IFRS 5 and certain corresponding figures as at and for the year ended 31 December 2014 have not been restated, including: financial information by operating segment and by geographic region contained in note 4.2 (Key Figures by Operating Segment) and note 4.4 (Key Figures by Geographic Region) to our 2015 Financial Statements; (unless otherwise stated) product sales; and operating margin by operating segment and by region. For more information, see “Presentation of Financial and Other Information—Restatements—Restatement of comparative figures as at and for the year ended 31 December 2014”.

Our Company We are one of the world’s largest automotive equipment suppliers. We develop, manufacture and sell high-quality and highly-engineered products and we currently operate through three core business groups: Faurecia Automotive Seating, Faurecia Emissions Control Technologies and Faurecia Interior Systems. We also operate our Faurecia Automotive Exteriors business which we are in the process of disposing. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors”. We estimate that at least one third of vehicles in service in the world were originally equipped with at least one product manufactured by us.

Faurecia Automotive Seating. We estimate we are currently the world’s leading supplier of seat frames and mechanisms and number 3 supplier of complete seats. We design and manufacture seat systems, as well as components: frames, mechanisms, foam, seat covers, electronic systems, mechatronics and pneumatics. During the manufacturing process, we assemble the various components to create complete systems, front seats and rear seats, delivered on a just-in-time basis to our customers’ plants. We develop solutions with an emphasis on safety, comfort, quality, versatility and use of natural/recycled materials.

Faurecia Emissions Control Technologies. We estimate we are currently the world’s leading supplier of exhaust systems and components (including mufflers, manifolds and catalytic converters). We develop and manufacture complete exhaust systems, including components reducing emissions as well as components for exhaust system acoustics.

Faurecia Interior Systems. We estimate we are currently the world’s number 2 supplier of automotive interior systems. We manufacture cockpit modules (instrument panels and central consoles), doors (panels, modules and door systems), acoustic modules, as well as decorative parts.

We maintain strong relationships with almost all major global automakers, including Volkswagen, Ford, the PSA Peugeot Citroën group, the Renault-Nissan group, General Motors, Daimler and BMW, each of which accounted for more than €1.0 billion of total sales in 2015. We have a broad geographic footprint, and are one of the few automotive equipment suppliers with the capacity to supply automakers’ global programmes where the same car model is produced throughout several regions.

We are involved in all stages of the automotive equipment development and supply process. We design and manufacture automotive equipment adapted to each new car model or platform, and conclude contracts to provide these products throughout the anticipated life of the model or platform (usually between five and ten years). Nevertheless our customers rely increasingly on global platforms, based upon which they will produce a variety of car models. This allows us to decrease costs through a greater commonality of components, and to benefit from components or modules which can be used in more than one generation of cars. We participate in this evolution by offering generic products associated with our customers’ platforms, such as standard seats frames. At the end of 2015, we had 610 programmes in the development phase. We tend to benefit from a high renewal rate of our programmes.

1 Our products won numerous awards and accolades in 2015 and 2016. Among others, we received the following awards: • Two “AutomotiveINNOVATIONS” Awards in 2015 from the Centre of Automotive Management during the 2015 German Automotive Brand Contest (ABC) for our innovative strength in the field of automotive interiors: our lightweight concept “Less is More”, first introduced at the 2014 Paris Motor Show, won in the category “Concepts”; and our automatic rear-seat folding system, on board the new Renault Espace, won in the category “Parts & Accessories”; • The Mercedes Benz S-Class, the Audi A1 and the Audi Q3, 3 car models equipped by us, were respectively recognised “best luxury car”, “best city car” and “best compact SUV” for 2015 by the readers of the prestigious German magazine Auto und Sport; • The Volkswagen Passat equipped by us, was recognised as European “Car of the year” 2015 at the Geneva International Motor Show; • “2015 L.E.A.D.E.R. award” from Automotive News Europe / AIC for innovations in weight reduction and energy efficiency; • Two Faurecia-equipped vehicles, the S-Class Coupé and Citroën C-4 Cactus, were awarded World Cars of the Year in the NY Auto Show 2015; • “Concept Interior Innovation of the Year” award at Automotive Interiors Expo 2015; • “JEC World 2016 Innovation Award” for our innovative manufacturing process of composite parts; and • “Top Employer 2016” in France, Germany and the U.S.A. by Top Employers Institute – an international certification organisation based in the Netherlands since 1991.

The quality of our products is widely acknowledged among automakers. We ensure the quality of our products through our Faurecia Excellence System, a rigorous set of project management procedures and methodologies, and by the expertise of our nearly 6,150 engineers and technicians who design products and develop technological solutions.

This enables us to maintain very close relationships and to be strategic suppliers to many of our customers, such as: • Being part of the 44 suppliers selected by Volkswagen in 2015 as strategic partners, in their FAST (“Future Automotive Supply Tracks”) corporate initiative; • Being recognized “Best supplier” at the 2015 PSA supplier awards; and • Being ranked 2nd in the Jaguar Land Rover Supplier League in 2015.

For the year ended 31 December 2015, our total sales amounted to €18,770.4 million compared to €16,876.6 million in 2014 and our EBITDA amounted to €1,441.8 million compared to €1,101.1 million in 2014 (in each case after the application of IFRS 5). The United States is our largest single country market. As at 31 December 2015, we employed approximately 95,300 people in 34 countries, spread over approximately 300 sites (excluding Faurecia Automotive Exteriors’ employees and sites).

Our Competitive Strengths Leading market positions in our core business groups Based on our estimates, we have leading market positions in each of our three current core business groups. In 2015, we estimated that we were, globally, leading supplier of frames and mechanisms for seats, number 3 supplier of complete seats, leading supplier of emissions control technologies and number 2 supplier of interior systems. In 2015, our business groups achieved the following results (in each case prior to the application of IFRS 5): • Faurecia Automotive Seating’s total sales reached €6,188.2 million (30% of total revenue) employing 37,400 employees. We believe that in 2015 we had a 13% global market share by value for frames and mechanisms and 13% by value for complete seats;

2 • Faurecia Emissions Control Technologies’ total sales (including monoliths for catalytic converters) reached €7,450.0 million (36% of total revenue), employing 21,200 employees. We believe that in 2015 we had a 27% global market share by value (excluding monoliths, which are components containing precious metals used in catalytic converters for exhaust systems) for light vehicles; and • Faurecia Interior Systems’ total sales reached €5,018.6 million (24% of total revenue), employing 33,600 employees. We believe that in 2015 we had a 14% global market share by value.

Our market leadership in each business group and our global platforms are significant strategic advantages as customers typically look to well-established suppliers when awarding new business. This has allowed us in recent years to win new business from existing and new customers. For instance, our partnership with Cummins on commercial vehicles provides significant new opportunities for our Emissions Control Technologies business group to take advantage of global regulatory pressure to reduce carbon footprint and toxic emissions. We also benefit from revenue visibility and stability, due to the difficulty for automakers to change suppliers in the midst of development and production of a car model, and from a high renewal rate of our programmes. We believe that our leading market share in each of our core business groups positions us well for future growth, allows us to negotiate favourable terms from our suppliers and to further diversify our business model.

Highly diversified business model We believe that the high degree of diversification through our core business groups, our geographic presence, and our number of customers and range of products limits our exposure to adverse changes in the global or local economic environment and in the various end-markets we serve, while simultaneously mitigating counterparty risk. This high degree of diversification in turn supports the resilience of our revenues and our profitability.

We analyse our revenue primarily on the basis of product sales (sales of parts and components to automakers), since product sales are directly linked to the level of car production. We also derive sales from two other sources. First, the sales of our Faurecia Emissions Control Technologies business group include the sales of monoliths from suppliers to automakers on a pass-through basis without generating industrial added value. Second, we generate revenue from the sales of tooling, research and development (“R&D”), prototypes and other services. These sales occur mainly before programmes are launched in production, and can be considered as an indicator of future product sales.

Product sales by region Product sales by region (2015, before application of IFRS 5) (2015, after application of IFRS 5)

Rest of the Rest of the World World Asia 1.1% Asia 1.2% 14.9% 16.7% Europe South America 53.7% 2.8% South America 2.9%

Europe 49.1%

North America North America 27.6% 30.1%

3 Product sales by customer Product sales by customer (2015, before application of IFRS 5) (2015, after application of IFRS 5) Others CVE Other Asian 4.4% 1.6% Automakers VW Group Others VW Group 2.6% 10.3% (o/w Audi Hyundai (o/w Audi Fiat 8.2%) 1.7% 8.8%) Chrysler Chrysler 19.8% 4.4% 22.7% 5.1%

Renault Daimler 6.7% 6.9% Nissan 6.0% BMW 6.3% Ford BMW 16.7% 6.0% Ford 15.9% GM 8.3% Daimler 7.1% Renault- PSA GM PSA Nissan 13.3% 7.6% 13.3% 13.4%

Product sales by business group (2015, before application of IFRS 5) Automotive Exteriors 11.4%

Automotive Seating 36.5%

Interior Systems 27.9%

Emissions Control Technologies 24.1%

In recent years we further increased our geographic diversification by decreasing the share of our European product sales (from 86% of our consolidated product sales in 2003 to 53.7% in 2015) and by increasing the share of our North American product sales (from 10% of our consolidated product sales in 2003 to 27.6% in 2015) and our Asian product sales (from 1% in 2003 to 14.9% in 2015) (in each case prior to the application of IFRS 5). This increased diversification reduces our exposure to a single geographic area, end- market, automaker or car model. We benefit from a global customer base, comprising primarily German (36% of our product sales in 2015), American (28% of our product sales in 2015) and Asian (9% of our product sales in 2015) customers (in each case prior to the application of IFRS 5). The classification of customers is based on the nationality of their parent company, except for Chrysler, which has been classified as an American customer. Whereas Japanese and South Korean automakers tend to use their own network of suppliers, we managed to become a supplier to Nissan and Hyundai. In 2015, we increased our product sales to Nissan by 22.6%, to Ford by 12.0% and to Cummins by 10.2%, compared to 2014 (on a like-for-like basis) (in each case prior to the application of IFRS 5), further enhancing the diversification of our sales. We are present on most market segments, from entry-level models to premium and luxury cars (27% of our product sales, prior to the application of IFRS 5), which make us less vulnerable to the parameters which may affect one particular segment.

Global footprint enabling longstanding and expanding partnerships with global automakers In 2015, our operations in Europe generated €11,256.3 million of total sales, employing approximately 60,000 employees, while our operations in North America generated €5,543.6 million of total sales, with approximately 20,600 employees (in each case prior to the application of IFRS 5). We are well positioned in key growth markets, in particular in Asia. In 2015, our operations in Asia generated €3,101.9 million of total sales, employing approximately 15,800 employees, while those in South America produced €551.3 million total sales with approximately 4,800 employees (in each case prior to the application of IFRS 5). As a result of this global footprint, we are one of only a handful of manufacturers with the capacity to supply automakers’ global programmes.

4 We meet our customers’ goals by achieving efficiencies through their and our global footprint. Our global footprint allows us to follow our customers around the world and to establish global programmes. An early successful example of such programme is the Ford Focus, for which we supply interior modules. Production thereof was ramped up from 13 of our production sites in 11 countries in Americas, Europe and Asia, to 7 Ford plants, in 18 months.

In the automotive seating business, we meet our customers’ demands through the development of generic seat frames, which can be used in different models across more than one generation. For instance, the Common Module Family 1 (“CMF-1”) seat frame for the Renault-Nissan group was first developed in France in one of our R&D centres and has since been produced in Portugal, China, Mexico and South Korea using the same manufacturing process.

The final performance of a programme is mostly determined during the development phase and therefore effective programme management is key. In order to address this, we use vehicle application programmes, such as the “Programme Management System”, to bring together the participants needed to develop and launch a new, mass-produced product.

We believe that globalisation in the automotive market is accelerating with global platforms, product convergence and shorter gaps between regional launches, in particular for our Faurecia Automotive Seating and Faurecia Emissions Control Technologies business groups. This market trend benefits automakers and equipment suppliers with a global footprint such as ours and we believe that we are ideally positioned to further benefit from this trend.

Attractive underlying market fundamentals We believe that our global footprint and technological leadership enable us to benefit from attractive underlying market fundamentals. We estimate that light vehicle production increased by approximately 1.6% worldwide in 2015, with all regions of the world showing an increase, except in South America. Light vehicle production grew again in Europe (3.8%), remained buoyant in North America (2.7%) and continued to grow in Asia, where production increased by 2.1%. In contrast, production in South America, which represents less than 3% of our total sales, decreased by 20.2% (source: IHS Automotive, February 2016).

We believe that we will benefit from favourable macro-economic factors, such as lower oil prices that should improve consumers’ spending, and reduced cost of certain raw materials. We also expect that the depreciation of the euro against the U.S. dollar and the Chinese renminbi should benefit European economies. In China, having met our target operating margins in 2015, we believe we are adapting well to changes in the Chinese market (such as the higher presence of domestic automakers) by strengthening our relationship with major Chinese automakers and entering into a partnership agreement with Dongfeng Motor Corporation, one of China’s largest automobile groups.

We expect further cost reduction, as standard components become a major driver. By offering pre-developed generic products, rolled-out globally, we are able to help automakers manage their production costs. For example, we have introduced a standardised process of production for some of our key equipment in particular by the introduction of generic seat frames such as Renault-Nissan’s CMF-1. We also believe that we will continue to benefit from a trend among European automakers to further outsource the production of car seats to car equipment manufacturers.

Regulatory changes, which seek to reduce the impact of automobiles on the environment, will also have a significant impact in our markets and we anticipate that this will present a significant business opportunity for us.

Increasing regulation tends to increase the added value of our products. Lower CO2 emissions targets create needs for weight reduction, an opportunity for all our business groups. Recycling requirements create a trend towards the use of more bio materials. Standards imposed on emissions of harmful substances (exhaust gases or volatile organic compounds) require more sophisticated exhaust systems, and advanced production processes for painting and foam injection.

5 Shanghai, in 2014) and provinces (such as Guangdong, in 2015) have already introduced regulations which require fuel consumption and CO2 emissions to be reduced for passenger and commercial vehicles. India is also considering implementing emissions standards by 2021 which will be equivalent to Euro-6 emissions standards.

Lower CO2 emissions will be achieved through lower fuel consumption, which can be mainly achieved through improved powertrain efficiency (including hybridisation), and weight reduction. We contribute to improved efficiency through the development of energy recovery devices, and to weight reduction by producing lighter components, developing innovative designs, using raw materials with improved performance, developing bio sourced and renewable materials, and composites which are both lighter and stronger than metal.

Additionally, safety standards impose higher levels of performance and seating plays a key role in driver and passenger safety. As the leading supplier of frames and mechanisms for seats, we continue to play a key role by working in partnership with automakers on the development of new products and believe we are well positioned to benefit from further requirements in terms of safety applicable to seats.

Changing consumer expectations are a key driver of changes within the automotive market. With growing urbanisation in many parts of the world, people tend to spend more time in their cars every day and expect their cars to be a living space, connected to the outside world. We anticipate consumers demanding more comfort, better connectivity, and increased personalisation of cars by installing premium quality, comfortable and well-being equipment in vehicles, such as human machine interface innovations, retractable screens, improved connectivity, air conditioning with reduced vent sizes, kinematics and decoration and optimized driving positions. Thanks to various innovations and partnerships, we believe our Faurecia Automotive Seating and Faurecia Interior Systems business groups are well positioned to benefit from this trend. In particular our Faurecia Automotive Seating business group has developed a “compliant shell” seat (based on a deformable plastic shell and a foam whose thickness has been significantly reduced) which offers more comfort while being more compact and providing more space. In 2013, we entered into a strategic partnership with Magneti Marelli for the joint development of human-machine interfaces for centre consoles with retractable or fixed screens, command buttons and decoration.

Pioneer in technological innovations We are a pioneer in technological innovations and our global footprint and R&D capabilities enable us to capitalise on the continuously evolving consumer demands and regulatory requirements.

We focus our technological innovation on the key market trends discussed above and we have always been committed to investment in technologies. In order to achieve these objectives, we committed €924.3 million in 2015 to R&D, or 4.9% of our annual consolidated sales, of which we dedicated approximately €105 million specifically to innovation (in each case after the application of IFRS 5). As at 31 December 2015, we employed nearly 6,150 engineers and technicians in 30 major R&D centres in Europe, America and Asia. We also filed 489 patents in 2015.

With a view to bolstering our R&D capabilities, we have entered into R&D partnerships with automakers, with leading German and French academic engineering laboratories and with other companies, including our joint- venture with Cummins, and we have also acquired specialist technology companies, such as Sora’s automotive composites business.

6 which complies with the Euro 6.2 regulation, reduces weight by between 3 to 4 kilogrammes per vehicle and therefore 0.3 to 0.4 grams of CO2 emissions per kilometre. Our Exhaust Heat Recovery System (EHRS) captures up to 60% of the heat usually wasted in the exhaust system to warm both the engine and the passenger compartment more quickly. By heating the cabin faster, the compact EHRS allows the electric motor to kick in sooner on hybrid vehicles. This reduces CO2 emissions by 3 g/km and improves fuel consumption by 7%. Our EHRS is currently fitted on a hybrid vehicle produced by an Asian manufacturer.

Our Exhaust Heat Power Generation (EHPG) system produces power that can be used to directly drive trucks or to extend the use of electrical power in hybrid vehicles. EHPG converts heat from exhaust gases to electrical or mechanical power, and is primarily aimed at trucks and commercial vehicles, creating a fuel economy of 5% or more.

Faurecia Interiors Systems has developed Human-Machine-Interface (HMI) advancements that incorporate full black-panel screens, high-resolution active matrix organic LED (AMOLED) screens, smart functional surfaces, new types of connectivity with mobile devices, automated comfort systems and new decoration materials. Faurecia worked with its partner Magneti Marelli to integrate these displays and electronic systems.

Strong focus on operational performance, profitability and financial discipline Over the past several years, we have reduced our cost structure by achieving further footprint optimisation, in particular by expanding our production capacity in Eastern Europe through seven new production sites and increasing the number of our employees in countries with lower labour costs. We also increased our production capacity in emerging markets to accompany the growth of our sales in these markets. By regrouping some of our factories and opening larger production sites, we also achieved economies of scale. Operational improvements in North America translated into higher variable costs margins, and profitability in Europe increased as we leveraged our cost base.

We generally seek to pass through increased raw material costs to our customers through a variety of means. Certain raw material cost fluctuations, such as for monoliths, are directly passed through, others are passed through (typically with a time lag) through indexation clauses in our contracts. In addition, we seek to pass through certain other raw material costs to customers through periodic price reviews that are part of our contract management. Our ability to pass through such costs has had a positive impact on our margins and profitability. In an environment of increasing raw material prices, we believe we have been generally successful in passing on the higher costs of our raw materials to our customers.

Our selective cost structure and our focus on more profitable businesses has enabled us to improve our operating margin, in particular for our Faurecia Automotive Seating and Faurecia Emissions Control Technologies business groups. Our Faurecia Automotive Seating operating margin (as a percentage of total sales) increased from 4.4% in 2014 to 4.9% in 2015. Our Faurecia Emissions Control Technologies operating margin (as a percentage of total sales) increased from 3.8% in 2014 to 4.8% in 2015. To lower costs, we continue to further standardise our equipment and production processes, as we did with the CMF-1 seat frame for the Renault-Nissan group mentioned above.

We seek to achieve steady and predictable levels of capital expenditure and working capital. We are still planning to grow while limiting our capital expenditure and capitalised R&D requirements by seeking better capital expenditure allocation. In 2015, we allocated approximately €105 million to research and innovation expenses.

We also try to limit the growth of working capital requirements by reducing our customer overdues, aligning our customer terms and extending our factoring programmes with regard to receivables to additional countries and customers to offset any change in working capital requirements.

We believe that we will benefit from such strong focus on operational performance, profitability, capital expenditure and working capital management.

7 Experienced management and a new corporate culture Our management team and Board of Directors have significant experience in the industry. Yann Delabrière, our Chairman and Chief Executive Officer, has 26 years of experience in financial management and leadership positions in the automotive sector. The majority of the members of our Executive Committee have spent most of their careers in the automotive industry. Our management was reinforced by three new appointments to our executive committee in the first quarter of 2015, including Patrick Koller (deputy Chief Executive Officer and Chief Operating Officer since 2 February 2015), Mark Stidham (Executive Vice President for North America) and Hagen Wiesner (Executive Vice President for Faurecia Automotive Seating). This management reinforcement will increase our focus on performance and value creation, allow us to better develop talent internally and facilitate the implementation of our strategic plan.

In 2014, we launched “Being Faurecia”, a major initiative introducing new values of entrepreneurship, autonomy and accountability to drive focus on performance and value creation. This initiative also aims at strengthening people management and talent development, thereby installing a new corporate culture in our Group.

Strategy After a period of consolidation that saw rapid growth in new regions as well as optimisation of our cost base in Europe and selective cash allocation, we intend to pursue profitable growth and cash generation by: (i) taking advantage of our strategy of selective resource allocation; (ii) accelerating our Asian development; (iii) strengthening our profitability in North America; (iv) leveraging our global platforms; and (v) continuing to develop value-added technologies and maintaining leadership in all business groups.

Take advantage of our strategy of selective resource allocation We intend to pursue our selective resource allocation strategy towards a balanced profitable business model by optimising our footprint, standardising our products and reducing our working capital requirements.

We intend to focus on further optimising our industrial footprint by committing over €50 million per year from 2016 onwards for restructuring expenses to continue to optimise our industrial footprint and increase the average size of our plants.

We also aim to continue standardising our products, production and procurement processes and to exercise more purchasing leverage across our various business groups. We intend to continue our allocation of resources to research and innovation expenses and capital expenditure for process standardisation.

We believe this strategy of selective resource allocation will enable us to achieve higher operating income with significant margin improvement and higher net cash flow.

The FAE Disposal represents an important step in balancing our business model. Faurecia Automotive Exteriors is focused primarily on Europe and is therefore exposed to European light vehicle production cycles. In addition, it is smaller than each of our core divisions and is more capital intensive. We believe that the FAE Disposal will enable us to accelerate our investment in higher value-added technologies within our core divisions and it will rebalance our geographical and customer portfolio. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors” and “Risk Factors—Risks Related to Our Operations—Our disposal of Faurecia Automotive Enterprises is subject to uncertainty”.

Accelerate our Asian development The Asian market represents a significant source of growth potential and high profitability, particularly China with the development of a new business model. Our strategy is to continue expanding our portfolio with our current customers, and strengthen the relationship with major Chinese automakers to accelerate our business activity. In March 2015, we signed a broad partnership agreement with Dongfeng Motor Corporation, one of China’s largest automobile groups, to create joint-ventures with Dongfeng Hongtai, a majority-owned subsidiary of Dongfeng Motor Corporation.

8 These joint-ventures will supply Dongfeng Hongtai and its automotive partners for passenger and commercial vehicles and when fully deployed, will cover all of our businesses. The first step of the joint-ventures covers the development, manufacturing and delivery of automotive interior and exterior components. The joint-ventures will develop, manufacture and provide these components to Dongfeng Peugeot Citroën Automobile’s vehicle production plants in Wuhan (Hubei province) and in Chengdu (Sichuan province).

To support this strategic partnership, we plan to create a TechCenter and three plants. Located in Wuhan, the TechCenter will focus on developing programmes for the two joint-ventures. We will manufacture automotive interior components such as dashboard/consoles, door panels, acoustic and soft trim parts will be manufactured in Wuhan, and we will manufacture exterior parts in a new manufacturing facility in Chengdu.

In China, certain cities (such as Beijing, in 2013 and 2015, and Shanghai, in 2014) and provinces (such as

Guangdong, in 2015) have already introduced regulations which require fuel consumption and CO2 emissions to be reduced for passenger and commercial vehicles. We intend to capture the growth of the commercial vehicle market with regard to emissions control technologies through the strong partnership our Faurecia Emissions Control Technologies business group has with Cummins, a world leader in medium to heavy duty on and off road diesel engines. We were also recently awarded a contract with a major Chinese engine manufacturers, Weichai and Yuchai. Major Chinese cities have also expressed an interest in our Ammonia Storage and Delivery System technology that reduces NOx emissions. India is also considering implementing emissions standards by 2021 which will be equivalent to Euro-6 emissions standards.

We also intend to increase our business activity with other Asian automakers, in particular through the continuous development of our relationship with Nissan and Hyundai.

Strengthen our profitability in North America Our strategy in North America has focused on returning to robust profitability. The United States is our largest single country market. For the year ended 31 December 2015, we increased our operating margin in North America from 1.7% to 3.9%, and our operating margin rose to 5.1% in the second half of 2015 compared to the second half of 2014 (in each case prior to the application of IFRS 5). Our new North American management appointed at the beginning of 2015 has been instrumental in allowing us to achieve a significant operational improvement, the stabilization of our industrial footprint and realizing the full benefit of the 17 new programmes (mainly for Faurecia Interior Systems) launched in 2014.

Leverage our global platforms As the trend of automakers setting up global platforms for their different car models and different brands continues, we believe we will benefit from our global reach and customer proximity. We intend to pursue our strategy to leverage our global footprint by developing standard or generic products to be used by different automakers and ensuring all the competencies for production and R&D are established in the various regions in which we operate. Our seat mechanisms and frames are a global benchmark, with a market share of approximately 13% by value. The number of parts manufactured and their standardization make them robust and competitive, with lifetimes lasting beyond vehicle renewal cycles. We have developed R&D partnerships with automakers including Audi, Cummins, Ford, General Motors, Hyundai-Kia, Nissan and Volkswagen. We are currently pursuing over 70 co-innovation projects with more than 10 of our customers. We believe that few other “tier 1” suppliers have the worldwide reach and experience necessary to manage these global programmes.

Continue to develop value added technologies and maintain leadership in all business groups We will continue to accelerate technological development in all our business groups. We will focus on new functionality and richer product content in all our business groups.

We seek to develop technology which creates value for automakers and delivers tangible benefits to consumers. Our approach to technological development is informed by our “Driving well-being” strategy. Our Driving well- being strategy is designed to create well-being both for individuals, who expect improved performance, comfort, safety and connectivity and to create collective well-being by saving energy, improving air quality and minimizing environmental impact. These two goals are achieved through our adoption of “sustainable mobility” and “enhanced life on-board” programmes.

9 “Sustainable mobility” is our policy of focusing our research and development efforts on developing cleaner and lighter vehicles. It involves innovation in four areas: lightweight technologies, bio-materials, energy recovery and air quality. “Enhanced life on-board” represents our focus on the driving and vehicle experience. We therefore develop technology which seeks to provide personalized comfort, perceived harmony, intuitive connectivity and all-round safety. In November 2015, we formed a partnership with Stanford University’s Center for Design Research in order to study potential behavioral changes for users of autonomous vehicles.

In addition, we intend to introduce an energy recovery system from 2020 onwards that should enable a 10% fuel economy. In our Faurecia Interior Systems business group, we intend to focus on innovative high quality human machine interfaces with seamless integration in interiors and develop generic products such as retractable touch-screens, wireless charging, center stacks or smartphone docking stations. We intend to further invest in innovative aluminum, wood and synthetic decorations. This strategy will enable us to develop a global footprint for our aluminium products, complete decoration product line with wood and traditional trim parts and large surfaces with unique industrial technology. Our strategy extends to the development of bio-materials, including competitive bio-based polymer for injection to substitute oil-based materials. For example, our flax fiber reinforced composite sandwich (Flaxpreg™), is light and strong enough to be used for flooring and won a JEC Europe 2015 Innovation Award. We will pursue innovation through the use of internal R&D teams and by leveraging recent acquisitions and partnerships, which have recently provided us with new technologies and expertise, to achieve profitable growth.

Refinancing The issuance of the Notes in this offering is intended to extend our debt maturity profile and strengthen our balance sheet. The proceeds of the Notes will be used to redeem our 2016 Notes in full. We have published a conditional notice of redemption of the 2016 Notes which provides that our obligation to redeem the 2016 Notes is conditional upon the issue of the Notes offered hereby in an amount of at least €500 million. In accordance with the trust deed governing the 2016 Notes and subject to the satisfaction of this condition, the redemption of the 2016 Notes will occur on or about 12 April 2016.

See “Description of Other Indebtedness” for further details regarding our outstanding indebtedness and the principal terms and conditions of our other debt instruments.

Recent Developments Disposal of Faurecia Automotive Exteriors On 14 December 2015, we entered into a Memorandum of Understanding for the sale of Faurecia Automotive Exteriors to Compagnie Plastic Omnium. We currently expect that the sale will be completed during 2016 but the sale remains subject to certain conditions, including filings with and approvals from antitrust authorities and the execution of a sale and purchase agreement. The sale is based on an enterprise value of €665 million. The business which will be sold includes the production of bumpers and front-end modules, employing 7,700 people in 22 sites but does not include the Automotive Composites business, the Faurecia plant for Smart in Hambach, France and two joint-ventures in Brazil and China, all of which are currently part of the Faurecia Automotive Exteriors business group.

Faurecia Automotive Exteriors is focused primarily on Europe and is therefore exposed to European automotive production cycles. In addition, it is smaller than each of our core divisions and is more capital intensive.

We believe that the sale of Faurecia Automotive Exteriors represents an important step in balancing our business model as it will enable us to accelerate our investment in higher value-added technologies within our core divisions and it will rebalance our geographical and customer portfolio. For further information, see “Risk Factors—Risks Related to Our Operations—Our disposal of Faurecia Automotive Enterprises is subject to uncertainty”.

10 SUMMARY CORPORATE AND FINANCING STRUCTURE

The following is a simplified summary of our corporate and financing structure. This structure chart excludes certain financing arrangements and indebtedness borrowed by our Group, some of which is at the subsidiary level, including bank loans, overdrafts, factoring arrangements and finance lease obligations. For more information on our capitalisation, see “Capitalisation” and “Description of Other Indebtedness”.

1.2 billion Senior Credit Facility

Faurecia (Issuer) 700 million 2022 Notes

700 million Notes offered hereby

66.6 million EBRD Loan

Restricted Subsidiaries(1)(2)

(1) Twenty-eight of our subsidiaries are currently guarantors of the Senior Credit Facility, the 2016 Notes, and the 2022 Notes, in each case on a pari passu basis. We intend to redeem the 2016 Notes with the proceeds of the Notes offered hereby and we have published a conditional notice of redemption of the 2016 Notes which provides that our obligation to redeem the 2016 Notes is conditional upon the issue of the Notes offered hereby in an amount of at least €500 million. In accordance with the trust deed governing the 2016 Notes and subject to the satisfaction of this condition, the redemption of the 2016 Notes will occur on or about 12 April 2016. The guarantees of the 2022 Notes, Senior Credit Facility and certain other indebtedness will be released upon the redemption of the 2016 Notes. At that time, none of our outstanding debt will be guaranteed by our subsidiaries and all of Faurecia’s debt will be pari passu and rank equally in terms of right of payment. See “Use of Proceeds” and “Capitalisation”. (2) As at 31 December 2015, our subsidiaries had €412.2 million of gross financial debt to third parties (excluding indebtedness pursuant to the guarantees of the 2016 Notes, 2022 Notes and the Senior Credit Facility) and a net cash position of €246.8 million. Such indebtedness will be structurally senior to the Senior Credit Facility, the 2022 Notes and the Notes.

11 THE OFFERING

The summary below describes the principal terms of the offering of the Notes. Some of the terms and conditions described below are subject to important limitations and exceptions. You should carefully read the “Terms and Conditions of the Notes” section of this Offering Circular for a more detailed description of the terms and conditions of the Notes.

Issuer ...... Faurecia, a company with limited liability (société anonyme à conseil d’administration) incorporated under the laws of the Republic of France.

Notes Offered ...... €700,000,000 aggregate principal amount of 3.625% senior notes (the “Notes”).

Maturity Date ...... 15June 2023.

Issue Date ...... 1April 2016.

Issue Price ...... 100.00%, plus accrued and unpaid interest, if any, from the issue date.

Interest Payment Dates ...... Semi-annually in arrears on 15 June and 15 December of each year, commencing on 15 June 2016. Interest will accrue from the issue date of the Notes, and will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Denomination ...... €100,000 and integral multiples of €1,000 in excess thereof.

Ranking ...... TheNotes will be senior unsecured and unguaranteed obligations of the Issuer and upon redemption of the 2016 Notes will:

• rank equally in right of payment with all existing and future unsecured senior indebtedness of the Issuer, including indebtedness under the Senior Credit Facility and the 2022 Notes;

• rank senior in right of payment to any existing and future subordinated obligations of the Issuer;

• rank effectively junior to all existing and future secured indebtedness of the Issuer to the extent of the value of the assets securing such indebtedness; and

• rank structurally junior to all existing and future indebtedness, liabilities and commitments (including trade payables and lease obligations) of the Issuer’s subsidiaries. As the Issuer is a holding company with no trading operations of its own, substantially all of Faurecia’s trade payables are incurred by our subsidiaries. As at 31 December 2015, our consolidated trade payables amounted to €3,449.7 million. See “Risk Factors—Risk Factors Related to the Notes—The Notes are solely obligations of the Issuer and will be structurally subordinated to all of the claims of the creditors of the Issuer’s subsidiaries”.

Optional Redemption ...... Atany time prior to 15 June 2019, the Issuer may, at its option, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date, plus the applicable “make whole” premium set forth in “Terms and Conditions of the Notes—Condition 3: Optional Redemption”.

12 At any time on or after 15 June 2019, the Issuer may, at its option, redeem the Notes, in whole or in part, at redemption prices that vary by year, as set forth in “Terms and Conditions of the Notes— Condition 3: Optional Redemption”, plus accrued and unpaid interest, if any, to the redemption date. At any time prior to 15 June 2019, the Issuer may, at its option, redeem up to 35% of the aggregate principal amount of the Notes using the net proceeds from one or more specified equity offerings, at a redemption price equal to 103.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date. See “Terms and Conditions of the Notes—Condition 3: Optional Redemption”. Additional Amounts ...... Anypayments made by the Issuer with respect to the Notes will be made without withholding or deducting for taxes in any relevant taxing jurisdiction, unless required by law. If the Issuer is required by law to withhold or deduct for such taxes with respect to a payment to the holders of the Notes, the Issuer will pay the additional amounts necessary (subject to certain exceptions) so that the net amount received by the holders of the Notes after the withholding is not less than the amount they would have received in the absence of the withholding subject to certain exceptions. See “Terms and Conditions of the Notes—Condition 4: Taxation”. Tax Redemption ...... TheIssuer may, but is not required to, redeem the Notes at any time in whole, but not in part, at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date, in the event the Issuer has become or would become obligated to pay “additional amounts” with respect to the Notes as a result of certain changes in tax laws or their interpretation. See “Terms and Conditions of the Notes—Condition 4: Taxation”. Change of Control ...... Upon the occurrence of certain specified changes of control, the holders of the Notes will have the right to require the Issuer to repurchase all or part of the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. See “Terms and Conditions of the Notes—Condition 5: Change of Control”. Covenants ...... Thetrust deed (the “Trust Deed”) governing the Notes will, among other things, limit the ability of the Issuer and its Restricted Subsidiaries (as that term is defined below under “Terms and Conditions of the Notes—Condition 19: Definitions”) to: • incur or guarantee additional indebtedness; • make restricted payments and investments; • transfer or sell assets or subsidiary stock; • create liens; • merge or consolidate with other entities; • enter into transactions with affiliates; and • enter into arrangements that limit the ability of restricted subsidiaries to pay dividends, make loans or make other payments to the Issuer. Each of the covenants is subject to a number of important exceptions and qualifications. See “Terms and Conditions of the Notes— Condition 6: Covenants”.

13 Certain of the above covenants will be suspended upon achievement and during maintenance of investment grade status for the Notes, in the event that the Notes have been assigned at least two of the following ratings: (x) BBB– or higher by S&P, (y) Baa3 or higher by Moody’s or (z) BBB– or higher by Fitch. See “Terms and Conditions of the Notes—Condition 7: Suspension of Covenants During Achievement of Investment Grade Status”.

Form of Notes ...... TheNotes will be represented on issue by one or more global notes which will be delivered through Euroclear Bank SA/NV, and Clearstream Banking, société anonyme. Interests in a global note will be exchangeable for the relevant definitive Notes only in certain limited circumstances. See “Book-Entry, Delivery and Form”.

Transfer Restrictions ...... The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The Notes offered hereby are being offered and sold to investors outside the United States in reliance on Regulation S under the Securities Act. See “Subscription and Sale of the Notes”.

No Prior Market ...... The Notes will be new securities. Although the Initial Purchasers have informed us that they intend to make a market in the Notes, they are not obligated to do so and may discontinue market making at any time without notice. Accordingly, we cannot assure you that a liquid market for the Notes will develop or be maintained. See “Risk Factors—Risks Related to the Notes—There currently exists no market for the Notes, and we cannot provide assurance that an active trading market will develop for the Notes”.

Use of Proceeds ...... Weexpect the net proceeds from the offering of the Notes to amount to approximately €691.6 million, after deduction of estimated costs and commissions. The net proceeds will be used to redeem the 2016 Notes in full and for general corporate purposes. We intend to redeem the 2016 Notes with the proceeds of the Notes offered hereby and we have published on 14 March 2016 a conditional notice of redemption of the 2016 Notes which provides that our obligation to redeem the 2016 Notes is conditional upon the issue of the Notes offered hereby in an amount of at least €500 million. In accordance with the trust deed governing the 2016 Notes and subject to the satisfaction of this condition, the 2016 Notes Redemption will occur on or about 12 April 2016. See “Use of Proceeds” and “Capitalisation”.

Listing ...... Application has been made to the Irish Stock Exchange for the approval of this document as listing particulars. Application has been made to list the Notes on the Official List of the Irish Stock Exchange and to admit the Notes for trading on the Global Exchange Market thereof. Currently there is no public market for the Notes.

Trustee ...... Citibank, N.A., London Branch.

Principal Paying Agent ...... Citibank, N.A., London Branch.

Listing Agent ...... Walkers Listing & Support Services Limited.

Governing Law of the Notes and the Trust Deed ...... England and Wales.

Risk Factors ...... You should refer to “Risk Factors” beginning on page 19 of this Offering Circular for a description of certain risks involved in investing in the Notes.

14 SUMMARY FINANCIAL AND OPERATING DATA

The following tables set forth our summary financial and operating data for the years ended and as at the dates indicated below. Our summary financial information as at and for the years ended 31 December, 2013, 2014 and 2015 has been derived from the audited consolidated financial statements of the Issuer as at and for the years ended 31 December, 2013, 2014 and 2015, an English translation of which is included elsewhere in this Offering Circular. The consolidated financial statements of the Issuer included in this Offering Circular have been prepared in accordance with IFRS.

The following tables also set forth a restatement of our consolidated income statement and consolidated cash- flow statement for the year ended 31 December 2014 which are included in our 2015 Financial Statements for comparison purposes. The restatement reflects the retrospective application of IFRS 5.

The following information should be read in conjunction with “Management’s discussion and analysis of financial condition and results of operations”, “Presentation of Financial and Other Information” and our consolidated financial statements and the related notes thereto, an English translation of which is included elsewhere in this Offering Circular. Our historical results do not necessarily indicate results that may be expected for any future period.

Summary consolidated income statement data

Pre-IFRS 5 application Post-IFRS 5 application For the year ended 31 December 2013 2014 2014(*) 2015 (in € millions) (restated) SALES ...... 18,028.6 18,828.9 16,876.6 18,770.4 of which product sales ...... 13,693.2 14,089.3 12,459.4 14,218.7 Cost of sales ...... (16,636.1) (17,271.8) (15,486.9) (17,024.8) Research and development costs ...... (254.0) (235.5) (214.4) (278.4) Selling and administrative expenses ...... (600.2) (648.3) (579.9) (637.2) OPERATING INCOME ...... 538.3 673.3 595.4 830.0 Other non-operating income and expenses ...... (106.8) (86.5) (79.8) (65.3) Income from loans, cash investments and marketable securities ...... 9.0 8.0 7.9 12.1 Finance costs ...... (196.9) (191.1) (186.6) (173.6) Other financial income and expenses ...... (46.4) (60.5) (60.0) (45.2) INCOME BEFORE TAX OF FULLY CONSOLIDATED COMPANIES ...... 197.2 343.2 276.9 558.0 Taxes ...... (64.7) (115.1) (94.8) (185.7) of which deferred taxes ...... 67.3 46.1 38.9 (20.3) NET INCOME OF FULLY CONSOLIDATED COMPANIES ...... 132.5 228.1 182.1 372.3 Share of net income of associates ...... 14.0 0.8 4.4 12.8 NET INCOME OF CONTINUED OPERATIONS ...... 146.5 228.9 186.5 385.1 NET INCOME (LOSS) OF DISCONTINUED OPERATIONS ...... (3.1) 0.0 43.1 60.8 CONSOLIDATED NET INCOME ...... 143.4 228.9 229.6 445.9 Attributable to owners of the parent ...... 87.6 165.7 166.4 371.8 Attributable to minority interests ...... 55.8 63.2 63.2 74.1

15 Summary consolidated cash flow statement data

Pre-IFRS 5 application Post-IFRS 5 application For the year ended 31 December 2013 2014 2014(*) 2015 (in € millions) (restated) Net cash provided (used) by: Operating activities ...... 927.4 1,037.4 1,037.4 1,249.2 of which discontinued activities ...... n/a n/a 144.6 133.5 Investing activities ...... (822.9) (870.0) (870.0) (1,002.7) of which discontinued activities ...... n/a n/a (55.5) (65.0) Financing activities ...... 37.7 106.2 106.2 (348.3) of which discontinued activities ...... n/a n/a (28.4) (38.2)

Summary consolidated balance sheet data

Pre-IFRS 5 application Post-IFRS 5 application As at 31 December Assets 2013 2014 2014(*) 2015 (in € millions) (restated) TOTAL NON-CURRENT ASSETS ...... 4,343.9 4,816.8 4,816.8 4,840.7 of which intangible assets ...... 686.2 850.5 850.5 935.0 of which property, plant and equipment ...... 2,027.9 2,229.7 2,229.7 2,247.3 TOTAL CURRENT ASSETS ...... 3,986.9 4,283.6 4,283.6 4,311.8 of which inventories, net ...... 1,123.4 1,076.6 1,076.6 1,105.2 of which trade accounts receivables ...... 1,680.7 1,677.0 1,677.0 1,696.9 of which cash and cash equivalents ...... 701.8 1,016.9 1,016.9 932.5 of which assets held for sale ...... n/a n/a n/a 613.4 TOTAL ASSETS ...... 8,330.8 9,100.4 9,100.4 9,765.9

Pre-IFRS 5 application Post-IFRS 5 application As at 31 December Liabilities 2013 2014 2014(*) 2015 (in € millions) (restated) Equity attributable to owners of the parent ...... 1,501.8 1,716.6 1,723.0 2,397.6 Total shareholders’ equity ...... 1,642.3 1,876.5 1,882.9 2,609.5 Total non-current liabilities ...... 1,612.5 1,409.5 1,409.5 1,323.0 Total current liabilities ...... 5,076.0 5,814.4 5,808.0 5,457.6 Liabilities linked to assets held for sale ...... n/a n/a n/a 375.8 TOTAL LIABILITIES ...... 8,330.8 9,100.4 9,100.4 9,765.9

(*) Restated to reflect the adoption of IFRIC 21. For further information, see “Presentation of Financial and Other Information— Restatements”.

16 Other consolidated financial data Pre-IFRS 5 application Post-IFRS 5 application As at and for the year ended 31 December 2013 2014 2014(*) 2015 (in € millions, except ratios) (restated) EBITDA(1) ...... 1,070.3 1,228.9 1,101.1 1,441.8 Gross finance costs ...... (196.9) (191.1) (186.6) (173.6) Gross cash interest expense ...... (189.6) (172.7) (168.2) (168.5) Total capital expenditure(2) ...... (522.6) (521.0) (476.0) (622.7) Capitalised development costs ...... (265.0) (321.6) (314.1) (308.9) Net debt(3) ...... 1,519.1 1,387.6 1,387.6 945.8 Ratio of net debt to EBITDA ...... 1.4x 1.1x — — Ratio of EBITDA to cash interest expense(4) ...... 5.6x 7.1x — — Adjusted for the Refinancing Pro forma net debt(5) ...... 1,003.4 Pro forma gross cash interest expense(6) ...... (148.0) Ratio of EBITDA (prior to the application of IFRS 5) to pro forma gross cash interest expense(7) ...... 10.7x Ratio of pro forma net debt to EBITDA (prior to the application of IFRS 5)(8) ...... 0.6x Further adjusted for the Refinancing and the FAE Disposal Pro forma net debt(9) ...... 338.4 Pro forma gross cash interest expense(6) ...... (148.0) Ratio of EBITDA (after giving effect to the application of IFRS 5) to pro forma gross cash interest expense ...... 9.7x Ratio of pro forma net debt to EBITDA (after giving effect to the application of IFRS 5) ...... 0.2x

(*) Restated to reflect the application of IFRS 5 as a result of the proposed sale of Faurecia Automotive Exteriors, and to reflect the application of IFRIC 21. For further information, see “Presentation of Financial and Other Information—Restatements”. (1) EBITDA is a non-IFRS measure, which represents operating income before depreciation, amortisation and provisions for impairment of property, plant and equipment and capitalised R&D expenditures. It should not be considered as an alternative to operating income, net income, cash flow from operating activities or as a measure of liquidity. Companies with similar or different activities may calculate EBITDA differently than us. See “Presentation of Financial and Other Information”. Pre-IFRS 5 application Post-IFRS 5 application EBITDA reconciliation For the year ended 31 December 2013 2014 2014(**) 2015 (in € millions) (restated) Operating income / (loss) ...... 538.3 673.3 595.4 830.0 Depreciation and amortizations of assets ...... 532.0 555.6 505.7 611.8 EBITDA ...... 1,070.3 1,228.9 1,101.1 1,441.8

(**) Restated to reflect the application of IFRS 5 as a result of the proposed sale of Faurecia Automotive Exteriors, and to reflect the application of IFRIC 21. For further information, see “Presentation of Financial and Other Information—Restatements”. (2) Total capital expenditures represents investment in property, plant & equipment and intangible assets. (3) Net debt represents total non-current and current financial liabilities, less derivatives classified under non-current and current assets, less cash and cash equivalents. Net debt for the year ended 31 December 2015 excludes net financial liabilities linked to assets held for sale (€16.7 million). (4) Cash interest expense is finance costs less: (i) the amortisation of the equity component of the OCEANE (convertible bonds) issued in 2012 and due in 2018, with such amortisation expense amounting to €8.4 million for the year ended 31 December 2015. As at 31 December 2015, 94.5% of the OCEANE bonds had been converted. As at 15 January 2016, almost the entire remaining amount had been converted and the remaining €0.2 million had been redeemed, and (ii) for the year ended 31 December 2014, the redemption premium with respect to the early redemption option on the 2019 Notes, for an amount of €16.4 million. (5) Pro forma net debt (adjusted for the Refinancing) for the year ended 31 December 2015 is based on our net debt for the year ended 31 December 2015, as defined above, as adjusted to give effect to the offering of the Notes offered hereby and the redemption of the 2016 Notes as if such transactions had occurred on 31 December 2015. Pro forma net debt (adjusted for the Refinancing) includes net financial liabilities linked to assets held for sale (€16.7 million).

17 (6) Pro forma gross cash interest expense for the year ended 31 December 2015 is based on our gross cash interest expense for the year ended 31 December 2015, as defined above, as adjusted to give effect to the offering of the Notes offered hereby and the redemption of the 2016 Notes as if such transactions had occurred on 1 January 2015; it does not reflect the margin in the Senior Credit Facility, which remains undrawn as at the date of this Offering Circular. Pro forma gross cash interest expense (adjusted for the Refinancing) has been presented for illustrative purposes only and does not purport to represent what our gross interest expense would have actually been had the issuance of the Notes offered hereby occurred on the date assumed, nor does it purport to project our interest expenses for any future period or our financial condition at any future date. (7) Ratio of EBITDA (prior to the application of IFRS 5) to pro forma cash interest expense for the year ended 31 December 2015 is based on our ratio of EBITDA (prior to the application of IFRS 5) to pro forma cash interest expense, as defined above. For the year ended 31 December 2015, our EBITDA prior to the application of IFRS 5 was €1,580.7 million. (8) Ratio of pro forma net debt to EBITDA (prior to the application of IFRS 5) for the year ended 31 December 2015 is based on our ratio of net debt to EBITDA (prior to the application of IFRS 5) for the year ended 31 December 2015, as adjusted to give effect to the offering of the Notes offered hereby and the redemption of the 2016 Notes, as if such transactions had occurred on 31 December 2015. For the year ended 31 December 2015, our EBITDA prior to the application of IFRS 5 was €1,580.7 million. (9) Pro forma net debt (further adjusted for the Refinancing and the FAE Disposal) for the year ended 31 December 2015 is based on our pro forma net debt for the year ended 31 December 2015, as defined above, as further adjusted to give effect to the FAE Disposal and the receipt of the cash therefrom as if such transaction had occurred on 31 December 2015. Pro forma net debt (further adjusted for the FAE Disposal) excludes net financial liabilities linked to assets held for sale (€16.7 million). The actual amount received by us upon the FAE Disposal will be adjusted according to the net debt and working capital of the companies to be sold as part of the FAE Disposal and will be negatively impacted by transaction costs. We can give no assurance that we will receive all or any of the estimated cash proceeds from the FAE Disposal which are included in the table set out above and which are provided for informational purposes only. In addition, any cash proceeds received upon the FAE Disposal may be applied in connection with future acquisitions or investment in assets. No assurance can be given that any such proceeds will be applied to reduce our indebtedness. For further information, see “Risk Factors— Risks Related to Our Operations—Our disposal of Faurecia Automotive Enterprises is subject to uncertainty”.

18 RISK FACTORS

Potential investors should carefully read and consider the risk factors described below and the other information contained in this Offering Circular before they make a decision about acquiring the Notes. The realisation of one or more of these risks could individually or together with other circumstances adversely affect our business, financial condition and results of operations. The market price of the Notes could decline as the result of any of these risks, and investors could lose all or part of their investment. The risks described below may not be the only risks we face. Additional risks that are presently not known to us or that are currently considered immaterial could also adversely affect our operations and have material adverse effects on our business, financial condition and results of operations. The sequence in which the risks factors are presented below is not indicative of their importance, their likelihood of occurrence or the scope of their financial consequences.

The risk factors described below contain certain information from our 2015 Financial Statements which have not been adjusted to reflect the application of IFRS 5 and certain corresponding figures as at and for the year ended 31 December 2014 have not been restated, including: financial information by operating segment and by geographic region contained in note 4.2 (Key Figures by Operating Segment) and note 4.4 (Key Figures by Geographic Region) to our 2015 Financial Statements; the value of our direct purchases of raw materials as a percentage of purchases; the value of our purchases of materials and supplies, the percentage of those purchases accounted for by our ten largest suppliers and those purchases as a percentage of sales; the percentage of our borrowings at variable rates; and the impact of currency fluctuations on our pre-tax income. See “Presentation of Financial and Other Information—Restatements—Restatement of comparative figures as at and for the year ended 31 December 2014”.

Risks Related to Our Operations Our business is dependent on the automotive sector and the commercial success of the models for which we supply components. Given that we specialise in the manufacture of original equipment for our automaker customers, our business is directly related to vehicle production levels of these customers in their markets. The cyclical nature that characterises our customers’ businesses can have a significant impact on our sales and results. The level of sales and production for each of our customers depends on numerous parameters, notably the general level of consumption of goods and services in a given market; confidence levels of participants in that market; buyers’ ability to access credit for vehicle purchases; and in some cases governmental aid programmes (such as the financial support provided to the automotive sector and incentives introduced for the purchase of vehicles).

Therefore, our sales are directly linked to the performance of the automotive industry in the major geographic regions where we and our customers operate (see note 4.4 to our audited consolidated financial statements for the year ended 31 December 2015), especially in Europe (which constituted 49.1% of our total product sales in 2015), North America (which constituted 30.1% of our total product sales in 2015) and Asia (which constituted 16.7% of our total product sales in 2015) (in each case after the application of IFRS 5).

Moreover, our sales are related to the commercial success of the models for which we produce components and modules. At the end of a vehicle’s life cycle, there is significant uncertainty around whether our products will be taken up again for the replacement model. In addition, orders placed with us are open orders without any guarantees of minimum volumes and are generally based on the life of the vehicle model concerned. A shift in market share away from the vehicles for which we produce components and modules could have a material adverse effect on our business, financial condition and results of operations.

We may be adversely affected by the loss of key customers due to industry consolidation, and by the risk that our customers could default on their financial obligations or enter bankruptcy. Given the economic context in the automotive sector, we cannot rule out the possibility that one or more of our customers may not be able to honour certain contracts or may suffer financial difficulties. Furthermore, changes in the automotive sector could accelerate the concentration of automakers, ultimately resulting in the disappearance of certain brands or vehicle models for which we produce equipment. The occurrence of one or more of these events could have a material adverse effect on our business, financial condition and results of operations.

In 2015, our five largest customers accounted for over 71.5% of total product sales as follows: Volkswagen Group (19.8%), Ford Group (16.7%), Renault-Nissan group (13.4%), PSA Peugeot Citroën group (13.3%) and General Motors (8.3%) (in each case after the application of IFRS 5).

19 We are dependent on many suppliers to maintain production levels. We use a large number of suppliers based in different countries for our raw materials and basic parts supplies. In 2015, our ten largest suppliers for each of our three core business groups together accounted for 27.0% of our purchases, which represented 12% of the sales of these business groups.

If one or more of our main suppliers were to go bankrupt, or experience an unforeseen stock-out, quality problems, a strike or any other incident disrupting the supplies for which it is committed to us, this could impact our production output or lead to additional costs, which in turn could have a material adverse effect on our business, financial condition and results of operations.

We may not always be able to satisfy our customers’ demands and we may be required to make investments which may not always be offset by customer order volumes. As a components producer and components and systems assembler for the automotive industry, and given the high volumes that our customers order, we constantly have to adapt our business activity to our customers’ demands in terms of their supply chain, production operations, services and R&D. Should we, or one of our suppliers or service providers, default at any stage of the manufacturing process, we could be held liable for failure to fulfil our contractual obligations or for any technical problems that may arise. We could also be required to make certain investments which may not be offset by customer order volumes.

We may experience difficulties integrating acquired businesses or achieving anticipated synergies. As part of our external growth policy, we have made, and may make in the future, acquisitions of varying sizes, some of which have been, and may yet be, significant to us.

These acquisitions entail risks, such as: • we may not be able to identify suitable acquisition candidates in the future, or may not be able to finance such acquisitions on favourable terms; • the assumptions of the business plans on which valuations are made may prove incorrect, especially concerning synergies and assessments of market demand; • we may not succeed in integrating the acquired companies, their technologies, product ranges and employees; • we may not be in a position to retain some key employees, customers or suppliers of the acquired companies; • we may be forced or wish to terminate pre-existing contractual relationships with costly and/or unfavourable financial conditions; and • we may increase our debt with a view to financing these acquisitions or refinancing the debt of the acquired companies.

As a result, the benefits expected from future acquisitions or those already made may not be confirmed within the expected time frames or to the extent anticipated, which could have a material adverse effect on our business, financial conditions and results of operations.

The international nature of our business exposes us to a variety of economic, political, tax, legal and other related risks. Due to the international nature of our business activities, we are exposed to economic, political, fiscal, legal and other types of risks.

Our sales are mostly generated in Europe, North America and Asia. Our international business activities, notably in emerging countries, are exposed to certain risks inherent in any activity carried out abroad, including: • any potential legislative or regulatory changes or commercial, monetary or fiscal policies applied in some foreign countries and, in particular, risks of expropriation and nationalisation; • customs regulations, monetary control policies, investment restrictions or requirements or any other constraints such as levies or other forms of taxation on settlements and other payment terms adopted by subsidiaries; and

20 • difficulties in enforcing agreements, collecting payments due and protecting property through foreign legal systems, in particular, where intellectual property protection is less stringent.

Furthermore, while the regions in which we operate have been affected differently by the global economic downturn, any weakening in economic conditions may affect the automotive supply industry globally and negative economic conditions in one or more regions may affect the automotive supply industry in other regions. In South America, for example, light vehicle production fell by 20.2% in 2015 (source: IHS Automotive, February 2016). As a result, our business, financial condition and results of operations will be materially and adversely affected by a continued or further downturn on a global scale or in significant markets in which we operate.

We operate in the highly competitive automotive supply industry where customers can exert significant price pressure. The global automotive supply sector is highly competitive. Competition is based mainly on price, global presence, technology, quality, delivery, design and engineering capabilities, new product innovation and customer service as a whole. There are no guarantees that our products will be able to compete successfully with those of our competitors. Supply contracts are mostly awarded through competitive bids, and are often subject to renewed bidding when their terms expire. Although the overall number of competitors has decreased due to on-going industry consolidation, we face significant competition within each of our major product areas, including from new competitors entering the markets that we serve. We cannot assure you that we will be able to continue to compete favourably in these competitive markets or that increased competition will not have a material adverse effect on our business, financial condition and results of operation by reducing our ability to increase or maintain sales and profit margins.

The failure to obtain new business projects on new models or to retain or increase business projects on redesigned existing models, could adversely affect our business, financial condition and results of operations. In addition, as a result of the relatively long lead times required for many of our structural components, it may be difficult in the short-term for us to obtain new revenues to replace any unexpected decline in the sale of existing products.

A rise in interest rates would increase the cost of servicing our debt. Before taking into account the impact of interest rate hedges, 28.1% of our borrowings were at variable rates as at 31 December 2015 and 52.0% of our borrowings were at variable rates as at 31 December 2014, compared to 49.8% as at 31 December 2013. Our variable rate financial debt mainly relates to the Senior Credit Facility as well as our short-term debt. Our main fixed rate debt consists of the 2022 Notes and, following the offering, the Notes.

We manage hedging of interest rate risks centrally. This management is handled by our Finance and Treasury Department, which reports to our General Management. Interest rate hedging decisions are made by a Market Risk Management Committee that meets on a monthly basis.

Since a significant part of our borrowings are at variable rates, the aim of our interest rate hedging policy is to reduce the impact of short-term rate changes on earnings. Our hedges primarily comprise euro-denominated interest rate swaps. They hedge a part of our interest payable in 2016 and 2017 against a rise in interest rates. Our interest rate position with respect to the different types of financial instruments used is detailed in note 30.3 to our audited consolidated financial statements for the year ended 31 December 2015.

We are subject to fluctuations in exchange rates, primarily between the euro and other operating currencies. We are also exposed to risks arising from fluctuations in the exchange rates of certain currencies, particularly due to the location of some of our production sites, as well as the fact that certain subsidiaries purchase raw materials and other supplies or sell their products in a currency other than their functional currency.

21 The sensitivity of our income and equity as at 31 December 2015 to changes in exchange rates of transaction currencies used by our subsidiaries other than their functional currency (with all other variables remaining constant) is as follows:

As at 31 December 2015 Currency USD CZK CAD RUB GBP PLN ZAR (in € millions) ...... 1.09 27.02 1.51 80.67 0.73 4.26 16.95 Currency fluctuation scenario (depreciation of currency/ EUR) ...... 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Exchange rate after currency depreciation ...... 1.14 28.37 1.59 84.71 0.77 4.48 17.80 Impact on pre-tax income ...... (0.73) 0.32 (0.56) 1.33 0.13 0.59 (0.62) Impact on equity ...... 1.81 (2.76) 0.03 0.00 0.00 (6.67) 0.00

“USD” means United States Dollar, “CZK” means Czech Republic Koruna, “CAD” means Canadian Dollar, “RUB” means Russian Rouble, “GBP” means British Pounds Sterling, “PLN” means Polish Zloty and “ZAR” means South African Rand.

These impacts reflect (i) the effect on our pre-tax income of changes in exchange rates used for the year-end valuation of assets and liabilities denominated in a foreign currency, net of the impact of the change in fair value of existing hedging instruments; and (ii) the effect on our equity of changes in the fair value of hedges of forecast transactions (cash flow hedges).

We centrally manage currency risks relating to the commercial transactions of our subsidiaries, mainly using forward purchase and sale contracts and options as well as foreign currency financing. We manage foreign exchange risks centrally, through our Finance and Treasury Department, which reports to our General Management.

Hedging decisions are made by a Market Risk Management Committee that meets on a monthly basis. Currency risks on forecast transactions are hedged based on estimated cash flows determined in forecasts validated by our General Management. The related derivatives are classified as cash flow hedges when there is a hedging relationship that satisfies the IAS 39 financial instruments: recognition and measurement (which outlines the requirements for the recognition and measurement of financial assets) (“IAS 39”) criteria.

Subsidiaries whose functional currency is not the euro are granted inter-company loans in their operating currencies. Although these loans are refinanced in euros and eliminated in the consolidation of our audited consolidated financial statements, they contribute to our currency risk exposure and are therefore hedged through swaps.

Details of net balance sheet positions and hedges by currency are provided in note 30.1 to our audited consolidated financial statements for the year ended 31 December 2015.

We are subject to fluctuations in the prices of raw materials. We are exposed to commodity risk through our direct purchases of raw materials and indirectly through components purchased from our suppliers. The proportion of our direct purchases of raw materials, mainly steel and plastics, represented approximately 8.3% of purchases in 2015. Our operating and net income can be adversely affected by changes in the prices of the raw materials we use, notably steel and plastics.

To the extent that our sales contracts with customers do not include price indexation clauses linked to the price of raw materials, we are exposed to risks related to unfavourable fluctuations in commodity prices. We do not use derivatives to hedge our purchases of raw materials or energy.

If commodity prices were to rise steeply, we may not be able to pass on all such price increases to our customers, which could have an unfavourable impact on our sales, which in turn could have a material adverse effect on our business, financial condition and results of operations.

We face litigation risks, including product liability, warranty and recall risk. On 18 December 2014, the sanctions commission of the French financial markets authority (the Autorité des marchés financiers (“AMF”)), considered that Faurecia S.A. and Yann Delabrière, our Chief Executive Officer, failed to comply with their duties as defined by articles 223-1, 223-2 and 223-10-1 of the general rules of the AMF with regard to the disclosure of some information relating to our targets for our 2012 financial year. On the

22 basis of articles L. 621-15 (II (c) and III (c)) of the monetary and financial code, a fine of €2 million and of €100,000 was imposed against us and Yann Delabrière, our Chief Executive Officer, respectively. With the full support of our board, on 26 February 2015, we and Yann Delabrière appealed this decision before the Paris’ court of appeal, which will judge the evidence submitted by us and Yann Delabrière. We and Yann Delabrière deny any merit to this claim.

On 25 March 2014, the European Commission and the Department of Justice of the United States of America and on 27 November 2014, the Competition Commission of South Africa, initiated an enquiry covering certain suppliers of emission control systems on the basis of suspicions of anti-competitive practices in this segment. We are one of the companies subject to these enquiries. These enquiries are on-going. In the event anti-competitive practices are proven, possible sanctions include fines, criminal charges or civil damages. We are at present unable to predict the consequences of such inquiries including the level of fines or sanctions that could be imposed.

In addition, in the event that our products fail to perform as expected, whether allegedly due to our fault or that of one of our suppliers, and such failure results in, or is alleged to result in, bodily injury and/or property damage or other losses, we may be required or requested by our customers to participate in a product recall or other corrective action involving such products. We carry insurance for certain product liability claims, but such coverage may be limited. In addition, we may not be successful in recovering amounts from third parties, including suppliers, in connection with these claims. These types of claims could adversely affect our financial condition, operating results and cash flows.

Except as disclosed in “Business—Litigation”, as at this date of this Offering Circular, we are not aware of any governmental, legal or arbitration proceedings (or any such pending or threatened proceedings) which has had in the past twelve months, or is likely to have, a significant impact on our financial position or profitability. However, we cannot guarantee that in the future our subsidiaries will not be involved in legal or administrative proceedings, particularly given the complex regulatory requirements applicable to us, our plants and our products. In addition, technical failures, as well as breaches of contract by customers, suppliers or partners may give rise to contractual disputes, warranty claims, product recalls or product liability claims, which may have a material adverse effect on our business, financial condition and results of operations.

Our insurance coverage may not be adequate to cover all the risks we may face and it may be difficult to obtain replacement insurance on acceptable terms or at all. Our production plants, equipment and other assets are insured for property damage and business interruption risks, and we carry insurance for products liability risks. Our insurance policies are subject to deductibles and other coverage limitations and we cannot ensure you that we are fully insured against all potential hazards incident to our business, including losses resulting from risks of war or terrorist acts, certain natural hazards (such as earthquakes), environmental damage or all potential losses, including damage to our reputation. We have entered into liability insurance which includes specific policies such as environmental liability insurance and coverage of liability for damages resulting from accidents.

However, as some risks cannot be assessed or can only be assessed to a limited extent, the possibility of loss or damage not being covered by the insured amounts and provisions cannot be ruled out. Should such loss or damage occur, this could have a material adverse effect on our business, financial conditions and results of operations.

If we incur a significant liability for which we are not fully insured or if premiums and deductibles for certain insurance policies were to increase substantially as a result of any incidents for which we are insured, this could have a material adverse effect on our business, financial condition and results of operations.

We face risks related to the intellectual and industrial property we use. We consider that we either own or may validly use all the intellectual and industrial property rights required for our business operations and that we have taken all reasonable measures to protect our rights or obtain guarantees from the owners of third party rights. However, we cannot rule out the risk that our intellectual and/or industrial property rights may be disputed by a third party on the grounds of pre-existing rights or for any other reason. Furthermore, for countries outside France, we cannot be sure of holding or obtaining intellectual and industrial property rights offering the same level of protection as those in France.

23 Industrial and environmental risks could disrupt our business and a have a material adverse effect on our business, financial condition and results of operations. Our manufacturing sites are subject to risks associated with fire, explosion, natural disaster, systems failure and non-compliance with current or future regulations. For example, in 2011 there was a fire on a foam production line in an acoustic products plant in the United Kingdom as a result of which we incurred costs of approximately €4 million. These various risks may result in us incurring additional costs. These additional costs could have a material adverse effect on our business, financial condition and results of operations. The occurrence of any natural disaster could cause the total or partial destruction of a plant and thus prevent us from supplying products to our customers, causing further disruption at their plants for an indeterminate period of time, which in turn could have a material adverse effect on our business, financial condition and results of operation.

Our disposal of Faurecia Automotive Exteriors is subject to uncertainty. In December 2015, Faurecia entered into a Memorandum of Understanding for the sale of Faurecia Automotive Exteriors to Compagnie Plastic Omnium. The FAE Disposal is based on an enterprise value of €665 million. The FAE Disposal represents an important step in balancing our business model as we believe that it will enable us to accelerate our investment in higher value-added technologies within our core divisions and it will rebalance our geographical and customer portfolio. We currently expect that the FAE Disposal will be completed during 2016 but the sale to the acquirer remains subject to certain conditions, including filings with and approvals from antitrust authorities, the execution of a sale and purchase agreement and other customary closing conditions. We can give no assurance, therefore, that the FAE Disposal will be completed at such time, or on the terms described in this Offering Circular, or at all.

Risks Related to the Notes The Notes are solely obligations of the Issuer and will be structurally subordinated to all of the claims of creditors of the Issuer’s subsidiaries. None of the Issuer’s subsidiaries will guarantee the Notes. You will therefore not have any direct claim on the cash flows or assets of the Issuer’s subsidiaries, and the Issuer’s subsidiaries will have no obligation, contingent or otherwise, to pay amounts due under the Notes, or to make funds available to the Issuer for those payments. In addition, certain of our subsidiaries guarantee indebtedness of the Issuer under the 2016 Notes, the 2022 Notes and the Senior Credit Facility. Until the guarantees granted by such subsidiaries are released, claims of holders of the 2016 Notes and the 2022 Notes and of lenders under the Senior Credit Facility will also have priority with respect to the assets and earnings of such guarantor subsidiaries over your claims. The guarantees of the 2016 Notes, the 2022 Notes and the Senior Credit Facility will be released after giving effect to the 2016 Notes Redemption, which pursuant to the Trust Deed, is required to occur on or prior to the 30th day following the Issue Date. At that time, none of the Issuer’s outstanding debt will be guaranteed by our subsidiaries.

Generally, claims of creditors of a subsidiary, including lenders and trade creditors, will effectively have priority with respect to the assets and earnings of the subsidiary over the rights of its ordinary shareholders, including the Issuer. Accordingly, claims of creditors of a subsidiary will also effectively have priority over the claims of creditors of the Issuer, including claims of holders of the Notes. In the event of a bankruptcy, liquidation or reorganisation of any of our subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to the Issuer. The Notes, therefore, will be effectively junior and structurally subordinated to all debt and other liabilities of our subsidiaries, including liabilities owed to trade creditors. As at 31 December 2015, the subsidiaries of the Issuer had €412.2 million of gross financial debt to third parties (excluding indebtedness pursuant to the guarantees of the 2016 Notes, 2022 Notes and the Senior Credit Facility) and a net cash position of €246.8 million. In addition, as at 31 December 2015, our consolidated trade payables amounted to €3,449.7 million, substantially all of which was incurred by our subsidiaries. Pursuant to the Trust Deed governing the Notes, our subsidiaries will be permitted to incur additional indebtedness, which will rank structurally ahead of the Notes. See “Terms and Conditions of the Notes—Condition 6.1: Limitation on Indebtedness”.

We will rely on payments from our subsidiaries to pay our obligations under the Notes. The Issuer is primarily a holding company, with business operations principally located at the level of our subsidiaries. Accordingly, we will have to rely largely on dividends and other distributions from our subsidiaries to make payments under the Notes. We cannot be certain that the earnings from, or other available assets of, these operating subsidiaries will be sufficient to enable us to pay principal or interest on the Notes when due.

24 The payment of dividends and the making of loans and advances to us by our subsidiaries are subject to various restrictions, including: • restrictions under applicable company law that restrict or prohibit companies from paying dividends unless such payments are made out of profits available for distribution; • restrictions under the laws of certain jurisdictions that can make it unlawful for a company to provide financial assistance in connection with the acquisition of its own shares or the shares of any of its holding companies; • statutory or other legal obligations that affect the ability of our subsidiaries to make payments to us on account of intercompany loans; and • existing or future agreements governing our or our subsidiaries’ debt may prohibit or restrict the payment of dividends or the making of loans or advances to us.

If we are not able to obtain sufficient funds from our subsidiaries, we will not be able to make payments on the Notes.

We may not have the ability to repay the Notes. We may not be able to repay the Notes at maturity. Moreover, we may be required to repay all or part of the Notes prior to their scheduled maturity upon an event of default. If you were to require us to repay the Notes following an event of default, we cannot guarantee that we would be able to pay the required amount in full. Our ability to repay the Notes will depend, in particular, on our financial condition at the time of the required repayment, and may be limited by applicable law, or by the terms of our indebtedness and the terms of new facilities outstanding on such date, which may replace, increase or amend the terms of our existing or future indebtedness.

Our other creditors, in particular the lenders under the loans and creditors under factoring arrangements and other indebtedness described in “Description of Other Indebtedness”, would be able to accelerate their loans or claims if certain events occur, such as breach of certain financial covenants that would not permit the acceleration of the Notes. Such an event would have a significant impact on our ability to repay the Notes. Furthermore, our failure to repay the Notes could result in a cross-default under other indebtedness.

A substantial amount of our indebtedness will mature before the Notes, and we may not be able to repay this indebtedness or refinance this indebtedness at maturity on favourable terms, or at all. Substantially all of our indebtedness will mature prior to the maturity of the Notes.

Our ability to service our current debt obligations and to repay or refinance our existing debt will depend in part on a combination of generation of cash flow from our operations and cash produced by the disposal of selected assets, as well as on our ability to obtain financing. There can be no assurance that we will continue to generate sufficient cash flow in the future to service our current debt obligations and our other operating costs and capital expenditures, particularly if global or regional economies were to experience another significant economic downturn. Further, there can be no assurance that we will be able to consummate such disposals or, if consummated, that the terms of such transactions will be advantageous to us.

In addition, our ability to refinance our indebtedness, on favourable terms, or at all, will depend in part on our financial condition at the time of any contemplated refinancing. Any refinancing of our indebtedness could be at higher interest rates than our current debt and we may be required to comply with more onerous financial and other covenants, which could further restrict our business operations and may have a material adverse effect on our business, financial condition, results of operations and prospects and the value of the Notes. We cannot assure you that we will be able to refinance our indebtedness as it comes due on commercially acceptable terms or at all and, in connection with the refinancing of our debt or otherwise, we may seek additional financing, dispose of certain assets, reduce or delay capital investments or seek to raise additional capital.

If there were an event of default under any of our debt instruments that was not cured or waived, the holders of the defaulted debt could terminate their commitments thereunder and cause all amounts outstanding with respect to such indebtedness to be due and payable immediately, which in turn could result in cross defaults under our other debt instruments, including the Notes. Any such actions could force us into bankruptcy or liquidation, and we may not be able to repay the Notes in such an event.

25 Restrictions imposed by the Senior Credit Facility, the Trust Deed and the Trust Deed governing the 2022 Notes limit our ability to take certain actions. The Senior Credit Facility, the Trust Deed, the trust deed governing the 2016 Notes and the trust deed governing the 2022 Notes limit our flexibility to operate our business. For example, certain of these agreements restrict our and certain of our subsidiaries’ ability to, among other things: • borrow money; • pay dividends or make other distributions; • create certain liens; • make certain asset dispositions; • make certain loans or investments; • issue or sell share capital of our subsidiaries; • guarantee indebtedness; • enter into transactions with affiliates; or • merge, consolidate or sell, lease or transfer all or substantially all of our assets.

In addition, the Trust Deed will limit, among other things, the ability of our subsidiaries to enter into guarantees with respect to certain types of indebtedness without guaranteeing the Notes, our ability to create certain liens on our principal properties and our ability to secure indebtedness. The operating and financial restrictions and covenants in the Senior Credit Facility, the Trust Deed, the trust deed governing the 2016 Notes and the trust deed governing the 2022 Notes may adversely affect our ability to finance our future operations or capital needs or engage in other business activities that may be in our interest. In addition to limiting our flexibility in operating our business, a breach of the covenants in the Senior Credit Facility, the Trust Deed, the trust deed governing the 2016 Notes and the trust deed governing the 2022 Notes could cause a default under the terms of each of those agreements, causing all the debt under those agreements to be accelerated. If this were to occur, we may not have sufficient assets to repay our debt.

We may be unable to raise funds necessary to finance any change of control repurchase offers required by the Notes. If we experience specified changes of control, pursuant to the Trust Deed, we will be required to make an offer to purchase all of the outstanding Notes at a price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. Additionally, a change of control under the Senior Credit Facility, unless waived by a lender, would result in cancellation of such lender’s commitments under the Senior Credit Facility and all amounts outstanding under such facilities owed to such lender would become immediately due and payable. In addition, a change of control under the 2016 Notes or the 2022 Notes would give bondholders the option to redeem their bonds early at par plus accrued and unpaid interest.

We may not have the resources to finance the redemption of the Notes or the early repayment of certain of our indebtedness following a change of control. Therefore, we expect that we would require third party financing to make an offer to repurchase the Notes upon a change of control. We cannot give any assurances that we would be able to obtain such financing. Our failure to effect a change of control offer when required would constitute an event of default under the Trust Deed.

In addition, the change of control provision in the Notes may not necessarily afford investors protection in the event of certain important corporate events, including a reorganisation, restructuring, merger or other similar transactions involving our Group that may adversely affect holders of Notes, because such corporate events may not involve a shift in voting power or beneficial ownership or, even if they do, may not constitute a “Change of Control” as defined in the terms and conditions of the Notes.

The Notes are not necessarily suitable for all investors. Investors must have sufficient knowledge and experience in financial markets and familiarity with our Group to evaluate the benefits and risks of investing in the Notes, as well as knowledge and access to analytical tools in order to assess these benefits and risks in the context of their financial situation. The Notes are not suitable for

26 investors who are not familiar with concepts such as amortisation prior to or at maturity at our option, events of default or other financial terms governing these types of securities.

Investors must also be sure that they have sufficient financial resources to bear the risks inherent in the purchase of Notes and that an investment in this type of security is appropriate in the context of their financial situation.

Exchange rate risks exist for certain holders of the Notes. We will make all payments under the Notes in euros. Any holder of the Notes who conducts its financial activities mainly in a currency other than the euro should take into consideration the risk that the rates of exchange could fluctuate and the risk that the authorities of the countries of the relevant currencies could modify any exchange controls. An appreciation of the value of the currency of the holder of the Notes compared to the euro would decrease, in the currency of the holder of the Notes, the value of payments (interest and principal) received under the terms of the Notes, the market value of the Notes, and thus the return of the Notes for such holder of the Notes.

Moreover, governments and monetary authorities could impose (as some have done in the past) exchange controls that could affect the applicable exchange rate. In such a case, holders of the Notes could receive principal or interest in amounts lower than expected, or even no principal or interest.

The amendments and modification provisions of the terms and conditions of the Notes differ from standard English law amendments and modification provisions. The terms and conditions of the Notes and the Trust Deed may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding. Certain rights under the terms and conditions of the Notes relating to the key commercial terms of the Notes (“Entrenched Rights”) including (but not limited to) reducing the principal amount of Notes whose holders must consent to an amendment or a waiver or that qualifies as a quorum for purposes of making such amendment or waiver, changing the time and/or rate of payments of interest and principal, as applicable, reducing the amount of any premiums, changing the ranking or priority of payments of the Notes and making certain other changes as set out in the terms and conditions of the Notes, cannot be amended or waived by the holders of a majority in principal amount of the Notes then outstanding but require the consent (or a quorum) of the holders of at least 90% of the aggregate principal amount of the Notes then outstanding.

Holders of the Notes should be aware that in order to effect any amendment or waiver in respect of Entrenched Rights, the consent (or a quorum) of holders of at least 90% of the aggregate principal amount of the Notes then outstanding is required to agree to such amendment or waiver. Although this threshold is standard in New York law governed bonds issued by European issuers, it is considerably higher than the usual threshold in English law bond transactions, where typically at a meeting of the holders of Notes, the threshold for changes to the economic provisions of the Notes is set at 75%. As a result, the Issuer may have greater difficulty in passing amendments relating to Entrenched Rights.

In addition, there is a higher risk that a minority of holders of Notes (holders of at least 10% of the aggregate principal amount of the Notes then outstanding) may either disregard the convening of a meeting of the holders of the Notes or a consent solicitation request or actively refuse to give such consent to the amendment or waiver, or could block a resolution or a consent solicitation.

For both majority-led resolutions or consents and resolutions or consents requiring the holders of 90% of the aggregate principal amount of the Notes then outstanding to agree, holders of the Notes should be aware that in the event that such resolutions or consents are approved by the requisite number of holders such decision will bind all holders, including any dissenting holders of Notes.

There currently exists no market for the Notes, and we cannot provide assurance that an active trading market will develop for the Notes. The Notes will be new securities for which there currently is no market. Application has been made to list the Notes on the Official List of the Irish Stock Exchange and to admit the Notes for trading on the Global Exchange Market. However, there is a risk that no liquid secondary market for the Notes will develop or, if it does develop,

27 that it will not continue. The fact that the Notes may be listed does not necessarily lead to greater liquidity as compared to unlisted Notes. In an illiquid market, an investor is subject to the risk of not being able to sell Notes at any time at fair market prices or at all.

The liquidity of any market for the Notes will depend on the number of holders of the Notes, prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, results of operations and prospects, as well as recommendations of securities analysts. Historically, the market for non-investment grade securities has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. The liquidity of a trading market for the Notes may be adversely affected by a general decline in the market for similar securities and is subject to disruptions that may cause volatility in prices. It is possible that the market for the Notes will be subject to disruptions. Any such disruption may have a negative effect on investors in the Notes, regardless of our financial condition, results of operations and prospects.

The development of market prices of the Notes depends on various factors, such as changes of market interest rate levels, the policies of central banks, overall economic developments, inflation rates and the level of demand for the Notes and for high yield securities generally, as well as our financial condition, results of operations and prospects. The Notes may thus trade at prices that are lower than their initial purchase price. The holders are therefore exposed to the risk of an unfavourable development of market prices of their Notes which materialise if the holders sell the Notes prior to the final maturity.

The Notes may not remain listed on the Irish Stock Exchange. Although the Issuer has, pursuant to the Trust Deed, agreed to use its commercially reasonable efforts to maintain the listing of the Notes on the Official List of the Irish Stock Exchange and the admission to trading of the Notes on the Global Exchange Market thereof as long as the Notes are outstanding, the Issuer cannot assure you that the Notes will remain listed. If the Issuer cannot maintain the listing on the Official List of the Irish Stock Exchange and the admission to trading on the Global Exchange Market or it becomes unduly burdensome to maintain such listing, the Issuer may cease to maintain such listing on the Official List of the Irish Stock Exchange, provided that it will use reasonable best efforts to obtain and maintain the listing of the Notes on another recognised stock exchange in Europe, although there can be no assurance that the Issuer will be able to do so. Although no assurance can be made as to the liquidity of the Notes as a result of listing on the Official List of the Irish Stock Exchange or another recognised stock exchange in Europe in accordance with the Trust Deed, the delisting of the Notes from the Official List of the Irish Stock Exchange or the failure to be approved for listing or the delisting of the Notes from another listing exchange in accordance with the Trust Deed may have a material adverse effect on a holder’s ability to resell Notes in the secondary market.

The market value of the Notes could decrease if our creditworthiness worsens. The market value of the Notes will suffer if the market perceives us to be less likely to fully perform all our obligations under the Notes, which could occur, for example, because of the materialisation of any of the risks listed above regarding our Group. Even if the likelihood that we will be in position to fully perform all our obligations under the Notes has not actually decreased, market participants could nevertheless have a different perception. In addition, the market participants’ estimation of the creditworthiness of corporate debtors in general or debtors operating in the same business as us could adversely change, causing the market value of the Notes to fall. If any of these risks occurs, third parties would only be willing to purchase Notes for a lower price than before the materialisation of these risks. Under these circumstances, the market value of the Notes will decrease.

The rights of holders of the Notes will be limited so long as the Notes are issued in book-entry interests. Owners of the book-entry interests will not be considered owners or holders of Notes unless and until definitive notes are issued in exchange for book-entry interests. Instead, Euroclear or Clearstream, or their nominees, will be the sole holders of the Notes.

Payments of principal, interest and other amounts owing on or in respect of the Notes in global form will be made to the Trustee or the Principal Paying Agent, which will make payments to the clearing system. Thereafter, such payments will be credited to the clearing system participants’ accounts that hold book-entry interests in the Notes in global form and credited by such participants to indirect participants. After payment to the clearing system, neither we, nor the Trustee nor the Principal Paying Agent will have any responsibility or liability for any aspect of the records relating to, or payments or, interest, principal or other amounts to the clearing system, or to owners of book-entry interests.

28 Owners of book-entry interests will not have the direct right to act upon our solicitations for consents or requests for waivers or other actions for holders of the Notes. Instead, holders of the Notes may be entitled to act only to the extent that they have received appropriate proxies to do so from the clearing system or, if applicable, from a participant. We cannot assure you that procedures implemented for the granting of such proxies will be sufficient to enable you to vote on any requested actions on a timely basis.

Early redemption of the Notes may reduce an investor’s expected yield. The Notes may be redeemed at our option at the principal amount of the Notes plus accrued and unpaid interest, if any, to the date fixed for redemption as more fully described in “Terms and Conditions of the Notes— Condition 3: Optional Redemption”. In the event that we exercise the option to redeem the Notes, you may suffer a lower than expected yield and may not be able to reinvest the funds on the same terms.

Transfer of the Notes will be restricted, which may adversely affect the value of the Notes. Because the Notes have not been, or will not be, and are not required to be, registered under the Securities Act or the securities laws of any other jurisdiction, they may not be offered or sold in the United States and may only be sold outside the United States in offshore transactions in accordance with Regulation S or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and all other applicable laws. These restrictions may limit the ability of investors to resell the Notes. It is the obligation of investors in the Notes to ensure that all offers and sales of the Notes within the United States and other countries comply with applicable securities laws. See “Selling Restrictions”.

The insolvency laws of France may not be as favourable to you as the bankruptcy laws of another jurisdiction and may preclude holders of the Notes from recovering payments due on the Notes. Under French insolvency law, holders of debt securities are automatically grouped into a single assembly of holders (the “Assembly”) in order to defend their common interests if an accelerated safeguard procedure (procédure de sauvegarde accélérée), an accelerated financial safeguard procedure (procédure de sauvegarde financière accélérée), a safeguard procedure (procédure de sauvegarde) or a judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to the Issuer.

The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether or not under a debt issuance programme and regardless of their governing law.

The Assembly deliberates on the draft accelerated safeguard plan (projet de plan de sauvegarde accélérée), draft safeguard plan (projet de plan de sauvegarde), draft accelerated financial safeguard plan (projet de plan de sauvegarde financière accelérée) or draft judicial reorganisation plan (projet de plan de redressement) applicable to the Issuer and may further agree to: • increase the liabilities (charges) of holders of debt securities (including the holders of the Notes) by rescheduling and/or writing-off debts; • establish an unequal treatment between holders of debt securities (including the holders of the Notes) as appropriate under the circumstances; and/or • decide to convert debt securities (including the Notes) into securities that give or may give right to share capital.

Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities held by the holders attending such Assembly or represented thereat). No quorum is required on convocation of the Assembly.

The proposed financial transactions tax (“FTT”). On 14 February 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “Participating Member States”).

The Commission’s Proposal has a very broad scope and could, if introduced, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. The issuance and subscription of Notes should, however, be exempt.

29 In a common declaration dated 8 December 2015, the Participating Member States, excluding Estonia, confirmed their intention to make decisions regarding the outstanding issues related to the FTT before the end of June 2016.

Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a Participating Member State. A financial institution may be, or be deemed to be, “established” in a Participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a Participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a Participating Member State.

However, the FTT proposal remains subject to negotiation between the Participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate.

Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

French tax legislation may restrict the deductibility, for French tax purposes, of all or a portion of the interest incurred in France on our indebtedness, thus reducing the cash flow available to service our indebtedness. Under current French thin capitalisation rules provided by Article 212-II of the French Tax Code (Code Général des Impôts—“FTC”), the deduction of interest accrued on loans granted by a related party within the meaning of Article 39.12 of the FTC or on loans granted by a third party that are guaranteed by a related party (third party assimilated to related party) may be subject to certain limitations. Notably, deductions for interest accrued on such loans may be partially disallowed in the fiscal year during which they are accrued if such interest exceeds each of the following: (i) the amount of interest multiplied by the ratio of (a) 1.5 times the company’s net equity and (b) the average amount of indebtedness owed to related parties (or to third parties assimilated to related parties) over the relevant fiscal year; (ii) 25% of the company’s earnings before tax and extraordinary items (as adjusted for the purpose of these limitations); and (iii) the amount of interest received by the indebted company from related parties. Deductions may be disallowed for the portion of interest that exceeds in a relevant fiscal year the highest of the above three limitations if such portion of interest exceeds €150,000. Specific rules apply to companies that belong to French tax-consolidated groups.

Even if a company is regarded as thinly capitalised under the various tests discussed above, the deduction of its interest charges may not be limited under these rules if the company can evidence that its own indebtedness ratio for the relevant fiscal year is lower or equal to the indebtedness ratio of the group of companies to which it belongs (the safe harbour test). For the purpose of such safe harbour test, the notions of “group” and “indebtedness ratio” are defined according to the Bulletin Officiel des Finances Publiques -Impôts BOI-IS-BASE-35-20-30-20-20130329.

In addition, Article 209 § IX of the FTC imposes restrictions on the deductibility of interest expenses incurred by a French company if such company has acquired shares of another company qualifying as “titres de participation” within the meaning of Article 219 I A quinquies of the FTC and if such acquiring company cannot demonstrate, with respect to the fiscal years running over the twelve-month period from the acquisition of the shares (or with respect to the first fiscal year commencing after 1 January 2012 for shares acquired during a fiscal year that commences prior to such date), that (i) the decisions relating to the acquisition of such shares are actually taken by the company having acquired them (or, as the case may be, by a company controlling the acquiring company or by a company directly controlled by such controlling company, within the meaning of Article L 233-3 §I of the French Commercial Code (Code de commerce), that is located in France and (ii) where control or an influence is exercised over the acquired company, such control or influence is exercised by the acquiring company (or, as the case may be, by a company controlling the acquiring company or by a company directly controlled by such controlling company, within the meaning of Article L 233-3 §I of the French Commercial Code, that is located in France). This restriction does not apply if the French acquiring company is in a position to evidence that, for the year in respect of which interest deduction may be challenged, its own indebtedness ratio is lower or equal to the indebtedness ratio of the group of companies to which it belongs (the safe harbour rule). This safe harbour rule is applied in the same manner as for the thin capitalisation limitation mentioned above.

Moreover, Article 212 bis of the FTC aims to generally limit the deductibility of net financial charges, which is defined as the portion of financial charges exceeding financial income, accrued by companies that are subject to French corporate income tax. Pursuant to this Article and subject to certain exceptions, adjusted net financial

30 charges incurred by French companies that are subject to French corporate income tax and are not members of a French tax-consolidated group are deductible from their taxable result only up to 75% of their amount in respect of fiscal years commencing 1 January 2014, to the extent that such companies’ net financial charges are at least equal to €3.0 million in a given fiscal year. Under Article 223 B bis of the FTC, special rules apply to companies that belong to French tax-consolidated groups: the 75% limitation applies to the adjusted aggregate net financial charges incurred by companies that are members of the French tax-consolidated group with respect to amounts made available by lenders outside such group, to the extent that the tax group companies’ consolidated net financial charges are at least equal €3.0 million in a given fiscal year.

For fiscal years ending on or after 25 September 2013, the deductibility of interest accrued to a related party within the meaning of Article 39.12 of the FTC are subject to a new limitation pursuant to Article 212 I-b) of the FTC. Interest deduction is subject to an additional requirement: if the lender is a related party to the borrower within the meaning of Article 39.12 of the FTC, the French borrower shall demonstrate, at the French tax authorities’ request, that the lender is, with respect to the same fiscal year and with respect to the concerned interest, subject to an income tax in an amount which is at least equal to 25% of the corporate income tax determined under standard French tax rules. Where the related party lender is domiciled or established outside France, the corporate income tax determined under standard French tax rules shall mean that to which it would have been liable in France on the interest received if it had been domiciled or established in France. Specific rules apply where the lender is a pass-through entity for French tax purposes or a UCITS or a similar entity.

Even if the relevant borrowing transactions correspond to a normal management decision and abide by the arm’s length principle, the abovementioned tax rules may limit our ability to deduct interest incurred in France on our indebtedness and, as a consequence, may increase our tax burden and reduce the cash flow available to service our indebtedness, which could have a material adverse effect on our business, results of operations and financial condition.

Foreign Account Tax Compliance withholding may affect payments on the Notes. Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (“FATCA”) impose a reporting regime and a 30 per cent. withholding tax with respect to (i) certain payments from sources within the United States, (ii) “foreign passthru payments” made to certain non-U.S. financial institutions that do not comply with this reporting regime, and (iii) payments to certain investors that do not provide identification information with respect to interests issued by a participating non-U.S. financial institution. Whilst the Notes are in global form and held within the clearing systems, in all but the most remote circumstances, it is not expected that FATCA will affect the amount of any payment received by the clearing systems. However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is a financial institution that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding. Investors should choose the custodians or intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and provide each custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding. The Issuer’s obligations under the Notes are discharged once it has paid the clearing systems, and the Issuer has therefore no responsibility for any amount thereafter transmitted through the clearing systems and custodians or intermediaries. Prospective investors should refer to the section “Taxation— U.S. Foreign Account Tax Compliance”.

31 USE OF PROCEEDS

We expect the net proceeds from the offering of the Notes to amount to approximately €691.6 million, after deduction of estimated costs and commissions.

The net proceeds will be used to redeem the 2016 Notes in full and for general corporate purposes. We intend to redeem the 2016 Notes with the proceeds of the Notes offered hereby and we have published on 14 March 2016 a conditional notice of redemption of the 2016 Notes which provides that our obligation to redeem the 2016 Notes is conditional upon the issue of the Notes offered hereby in an amount of at least €500 million. In accordance with the trust deed governing the 2016 Notes and subject to the satisfaction of this condition, the 2016 Notes Redemption will occur on or about 12 April 2016.

The following table illustrates the sources and uses of funds relating to the issuance of the Notes and the expected use of the net proceeds therefrom. Actual amounts will vary from estimated amounts depending on several factors, including the issue price of the Notes offered hereby, estimates of the redemption premium for the redemption of the 2016 Notes in full and differences from our estimates of transaction fees and expenses.

Sources of funds Uses of funds (in € millions) (in € millions) Notes offered hereby ...... 700.0 Redemption in full of the 2016 Notes(1) ..... 522.5 General corporate purposes(2) ...... 169.1 Transaction fees and expenses ...... 8.4 Total ...... 700.0 Total ...... 700.0

(1) Represents the redemption in full of €490.0 million of aggregate principal amount of the 2016 Notes and the payment of an estimated €32.5 million of redemption premium, excluding €13.4 million of accrued interest on the 2016 Notes as at 31 March 2016. (2) We may from time to time use all or a portion of such proceeds to repay our short-term borrowings. However, we can give no assurance that these proceeds will be used for such purposes.

32 CAPITALISATION

The following table sets forth our cash and cash equivalents, financial liabilities and total capitalisation as at 31 December 2015, on a historical basis, as adjusted to reflect the completion of the offering of the Notes made hereby and the use of the proceeds thereof and as further adjusted for the FAE Disposal. The completion of the FAE Disposal is subject to uncertainty. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors” and “Risk Factors—Risks Related to Our Operations—Our disposal of Faurecia Automotive Exteriors is subject to uncertainty”.

You should read this table in conjunction with “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and our audited consolidated financial statements included elsewhere in this Offering Circular.

As at 31 December 2015 As further As adjusted adjusted for for the the FAE (in € millions) Historical Adjustments offering Adjustments Disposal Cash and cash equivalents(1) ...... 932.5 169.1 1,101.6 648.3 1,749.9 Other current financial assets ...... 6.8 — 6.8 — 6.8 Cash and cash equivalent of assets held for sale . . 2.7 — 2.7 (2.7) — Total cash and cash equivalents ...... 942.0 169.1 1,111.1 645.6 1,756.7 Financial liabilities linked to assets held for sale(2) ...... 19.4 — 19.4 (19.4) — Short-term borrowings(3) ...... 310.2 — 310.2 — 310.2 2016 Notes ...... 490.0 (490.0) — — — OCEANE convertible bonds due 2018(4) ...... 12.9 12.9 12.9 Other current portion of long-term debt and financial liabilities ...... 105.8 — 105.8 — 105.8 Total current financial liabilities ...... 918.9 (490.0) 428.9 — 428.9 Senior Credit Facility ...... — — — — — 2022 Notes(5) ...... 691.6 — 691.6 — 691.6 Bank borrowings ...... 246.3 — 246.3 — 246.3 Other long-term debt and other non-current financial liabilities ...... 28.3 — 28.3 — 28.3 Notes offered hereby ...... — 700.0 700.0 — 700.0 Total long-term financial liabilities ...... 966.2 700.0 1,666.2 — 1,666.2 Total financial liabilities (gross)(6) ...... 1,904.5 210.0 2,144.5 (19.4) 2,095.1 Total financial liabilities (net) ...... 962.5 40.9 1,003.4 (665.0) 338.4 Minority interests ...... 211.9 — 211.9 — 211.9 Equity attributed to owners of the parent ...... 2,397.6 — 2,397.6 — 2,397.6 Total shareholders’ equity ...... 2,609.5 — 2,609.5 — 2,609.5 Total capitalisation ...... 4,514.0 210.0 4,724.0 (19.4) 4,704.6

(1) The “as further adjusted for the FAE Disposal” amount represents the enterprise value relating to Faurecia Automotive Exteriors (€665 million) less the net financial liabilities (€16.7 million) attributed to such business as at 31 December 2015. See Note 26.1 to our 2015 Financial Statements. The actual amount received by us from the FAE Disposal will be adjusted according to the net debt and working capital of the companies to be sold as part of the FAE Disposal and will be negatively impacted by transaction costs. We can give no assurance that we will receive all or any of the estimated cash proceeds from the FAE Disposal which are included in the table set out above and which are provided for informational purposes only. The estimated cash proceeds set forth in the table above are not intended to be a projection of actual cash proceeds received by us and should not be relied on by prospective investors to calculate our net debt as at and for the year ending 31 December 2015 or for any other period. In addition, any cash proceeds received upon the FAE Disposal may be applied in connection with future acquisitions or investment in assets. No assurance can be given that any such proceeds will be applied to reduce our indebtedness. For further information, see “Risk Factors—Risks Related to Our Operations—Our disposal of Faurecia Automotive Enterprises is subject to uncertainty”. (2) Represents gross financial liabilities of Faurecia Automotive Exteriors accounted for in accordance with IFRS 5—Non-current Assets Held for Sale and Discontinued Operations. See “Presentation of Financial and Other Information—Application of IFRS 5—Non- Current Assets Held for Sale and Discontinued Operations”. (3) Short-term borrowings include €135.0 million of bank overdrafts.

33 (4) As at 31 December 2015, following the conversion or exchange of approximately 94.5% of the OCEANE bonds for new or existing shares of the Issuer, the liability component of the OCEANE bonds was €12.9 million. The amounts shown in the table above do not give effect to the conversion or exchange for new or existing shares of the Issuer of substantially the entire amount of OCEANE bonds and for the reimbursement of the residual amount (€0.2 million) on 15 January 2016. (5) Net of capitalized issuance costs. (6) As at 31 December 2015, our subsidiaries had €412.2 million of gross financial debt to third parties (excluding indebtedness pursuant to the guarantees of the 2016 Notes, 2022 Notes and the Senior Credit Facility) and a net cash position of €246.8 million. Such indebtedness will be structurally senior to the Notes, the 2022 Notes and the Senior Credit Facility. For further information, see “Risk factors—Risks Related to the Notes—The Notes are solely obligations of the Issuer and will be structurally subordinated to all of the claims of creditors of the Issuer’s subsidiaries”.

For further information relating to the debt instruments described above, see “Management’s Discussion and Analysis of our Financial Condition and Results of Operations—Liquidity and Capital Resources” and “Description of Other Indebtedness”.

Since 31 December 2015, except as set forth above, there have been no other material changes to our capitalisation.

34 SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following tables set forth our selected historical financial and operating data for the years ended and as at the dates indicated below. Our selected consolidated financial information as at and for the years ended 31 December, 2013, 2014 and 2015 has been derived from the audited consolidated financial statements of the Issuer as at and for the years ended 31 December, 2013, 2014 and 2015, an English translation of which is included elsewhere in this Offering Circular. The consolidated financial statements of the Issuer included in this Offering Circular have been prepared in accordance with IFRS.

The following tables also set forth a restatement of our consolidated income statement and consolidated cash- flow statement as at and for the year ended 31 December 2014 which are included in our 2015 Financial Statements for comparison purposes. and which have been restated to reflect the retrospective application of IFRS 5.

The following information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and results of Operations”, “Presentation of Financial and Other Information” and our consolidated financial statements and the related notes thereto, an English translation of which is included elsewhere in this Offering Circular. Our historical results do not necessarily indicate results that may be expected for any future period.

Selected consolidated income statement data

35 Selected consolidated cash flow statement data

Selected consolidated balance sheet data

Pre-IFRS 5 application Post-IFRS 5 application As at 31 December Assets 2013 2014 2014(*) 2015 (in € millions) (restated) Goodwill ...... 1,297.1 1,317.3 1,317.3 1,209.8 Intangible assets ...... 686.2 850.5 850.5 935.0 Property, plant and equipment ...... 2,027.9 2,229.7 2,229.7 2,247.3 Investments in associates ...... 88.7 94.7 94.7 111.5 Other equity interests ...... 13.9 14.6 14.6 15.6 Other non-current financial assets ...... 49.4 62.7 62.7 69.4 Other non-current assets ...... 18.9 26.6 26.6 36.5 Deferred tax assets ...... 161.8 220.7 220.7 215.6 TOTAL NON-CURRENT ASSETS ...... 4,343.9 4,816.8 4,816.8 4,840.7 Inventories, net ...... 1,123.4 1,076.6 1,076.6 1,105.2 Trade accounts receivables ...... 1,680.7 1,677.0 1,677.0 1,696.9 Other operating receivables ...... 288.1 275.9 275,9 253.9 Other receivables and prepaid expenses ...... 184.2 229.3 229.3 316.5 Other current financial assets ...... 8.7 7.9 7.9 6.8 Cash and cash equivalents ...... 701.8 1,016.9 1,016.9 932.5 TOTAL CURRENT ASSETS ...... 3,986.9 4,283.6 4,283.6 4,311.8 Assets held for sale ...... 0.0 0.0 0.0 613.4 TOTAL ASSETS ...... 8,330.8 9,100.4 9,100.4 9,765.9

36 Pre-IFRS 5 application Post-IFRS 5 application As at 31 December Liabilities 2013 2014 2014(*) 2015 (in € millions) (restated) SHAREHOLDERS’ EQUITY Capital ...... 858.1 867.5 867.5 960.4 Additional paid-in capital ...... 410.4 430.9 430.9 621.9 Treasury stock ...... (1.4) (1.7) (1.7) (1.3) Retained earnings ...... 118.3 109.2 114.9 241.4 Translation adjustments ...... 28.8 145.0 145.0 203.4 Net income (loss) for the period attributable to owners of the parent ...... 87.6 165.7 166.4 371.8 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT ...... 1,501.8 1,716.6 1,723.0 2,397.6 Minority interests ...... 140.5 159.9 159.9 211.9 TOTAL SHAREHOLDERS’ EQUITY ...... 1,642.3 1,876.5 1,882.9 2,609.5 Long-term provisions ...... 283.5 369.4 369.4 344.1 Non-current financial liabilities ...... 1,308.8 1,029.0 1,029.0 966.2 Other non-current liabilities ...... 0.6 1.5 1.5 1.6 Deferred tax liabilities ...... 19.6 9.6 9.6 11.1 TOTAL NON-CURRENT LIABILITIES ...... 1,612.5 1,409.5 1,409.5 1,323.0 Short-term provisions ...... 223.2 220.2 220.2 188.4 Current financial liabilities ...... 920.8 1,383.4 1,383.4 918.9 Prepayments from customers ...... 169.4 98.4 98.4 125.9 Trade payables ...... 3,053.1 3,311.5 3,311.5 3,449.7 Accrued taxes and payroll costs ...... 517.2 586.0 579.6 539.0 Sundry payables ...... 192.3 214.9 214.9 235.7 TOTAL CURRENT LIABILITIES ...... 5,076.0 5,814.4 5,808.0 5,457.6 Liabilities linked to assets held for sale ...... 0.0 0.0 0.0 375.8 TOTAL LIABILITIES ...... 8,330.8 9,100.4 9,100.4 9,765.9

37 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and sales data for the years ended 31 December 2013, 2014 and 2015 and, in each case, the notes thereto included elsewhere in this Offering Circular, which have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted by the European Union.

The following discussion and analysis contains certain figures from our 2015 Financial Statements which have not been adjusted to reflect the application of IFRS 5 and the corresponding figures as at and for the year ended 31 December 2014 have not been restated. For more information, see “Presentation of Financial and Other Information—Restatements—Restatement of comparative figures as at and for the year ended 31 December 2014”.

Overview We are one of the world’s largest automotive equipment suppliers. We develop, manufacture and sell high-quality and highly-engineered products and we currently operate through three core business groups: Faurecia Automotive Seating, Faurecia Emissions Control Technologies and Faurecia Interior Systems. We also operate our Faurecia Automotive Exteriors business which we are in the process of disposing. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors”. We estimate that at least one third of vehicles in service in the world were originally equipped with at least one product manufactured by us.

38 For the year ended 31 December 2015, our total sales amounted to €18,770.4 million compared to €16,876.6 million in 2014 and our EBITDA amounted to €1,441.8 million compared to €1,101.1 million in 2014 (in each case after the application of IFRS 5). The United States is our largest single country market. As at 31 December 2015, we employed approximately 95,300 people in 34 countries, spread over approximately 300 sites (excluding Faurecia Automotive Exteriors’ employees and sites).

Significant Factors Affecting Our Results of Operations Our results of operations, financial condition and liquidity have been influenced in the periods discussed in this Offering Circular by the following events, facts, developments and market characteristics. We believe that these factors have influenced and are likely to continue to influence our operations in the future.

Developments in the global automotive sector Our sales depend on the economic developments in the automotive sector, which is correlated with global macroeconomic conditions.

Our sales are primarily impacted by factors influencing consumer demand for new passenger vehicles and commercial vehicles. Our total sales and product sales are indirectly affected by factors such as unemployment, interest rates (and, more generally, overall monetary and fiscal policy), gasoline prices, consumer confidence and the availability of financing for purchases of new vehicles. In addition, our product sales are also indirectly impacted by factors such as the levels of international trade and the availability of vehicle financing, as these factors particularly affect the demand for commercial vehicles.

We report total sales in our audited consolidated financial statements, both for the Group and by business groups. In addition, we report an indicator that we refer to as “product sales”, meaning sales of automotive parts and components to customers (excluding monoliths). Our revenue derives primarily from product sales involving the production and shipments of parts and components to automakers. We also derive sales from two other sources. First, sales of our Faurecia Emissions Control Technologies business group include sales of monoliths, which are components used in catalytic converters for exhaust systems. Monoliths are directly managed by automakers. These products are purchased from suppliers designated by them and invoiced to automakers on a pass-through basis without generating any industrial value added to insulate our margins from fluctuations in prices of raw materials incorporated in the monoliths. Second, we generate revenue from sales of tooling, R&D, prototypes and other services.

The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5.

The following charts show our total sales and product sales divided by our three current core business groups and Faurecia Automotive Exteriors, for the year ended 31 December 2015:

Total Sales by Business Group Product Sales by Business Group (2015, Total Sales = €20,691.9 million) (2015, Product Sales = €15,948.6 million) Automotive Automotive Exteriors Exteriors 11.4% 9.8%

Automotive Automotive Seating Seating 36.5% 29.9%

Interior Systems 24.3% Interior Systems 27.9%

Emissions Emissions Control Control Technologies* Technologies* 36.0% 24.1%

* All monolith sales are recorded in the sales of the Faurecia Emissions Control Technologies business group.

39 The following chart shows our total sales split by product sales, sales of catalytic converter monoliths and sales of tooling, R&D, prototypes and other services, for the year ended 31 December 2015.

2015 Total Sales = €20,691.9 million

Development, Tooling, Prototypes and Other services 6.9%

Catalytic Converter Monolith Sales 16.0%

Product Sales 77.1%

Capital expenditure The growth of our business involves significant capital expenditure, to the extent that we build new manufacturing plants or increase capacity in existing plants. Increased success and penetration with our customers based on additional projects translates into increased capital expenditure to accommodate such projects. Once a project is ongoing, maintenance capital expenditure is limited and, to a limited extent, predictable. When new programmes or vehicle models are implemented or produced, usually at the end of a vehicle cycle, “renewal” or “replacement” capital expenditure is required in order to adapt existing infrastructure to accommodate new assembly and process design, in general at levels significantly below the expenditure required to create the capacity.

Diversification Our strong geographic, customer and product diversification has had the effect of reducing revenue volatility. Our well-diversified customer base, which includes substantially all of the largest automakers, has limited our exposure to a downturn in the demand for the vehicles of a specific automaker. Regional differences in duration, timing and intensity of economic cycles, combined with the diversity of our geographic footprint, have mitigated the effects of economic cycles on our business, for instance when sales in South America decreased in 2015. Our diversification and stable revenues have allowed us to take advantage of global growth opportunities.

Vehicle cycles In our industry, once a project has been awarded to a supplier, it is rare for an automaker to switch to another supplier, given the high operational, technical and logistical costs of switching suppliers during the life cycle of a specific vehicle model. Vehicle models typically have long, multi-year product life cycles. Given these factors, while the actual revenues which we derive from a project ultimately depend on our customers’ production volumes for the respective car models, we have good visibility on mid-term revenues within a relatively small range of sensitivity.

Raw material prices Most of the raw materials that we use, such as steel, plastics, brass, cast iron and cast aluminium, are subject to price volatility.

We generally seek to pass through increased raw material costs to our customers through a variety of means. Certain raw material costs are immediately passed through, others are passed through to customers (typically with a time lag) through indexation clauses in our contracts. In addition, we seek to pass through certain other raw material costs to customers through periodic price reviews that are part of our contract management. Our ability to pass through such costs has had a positive impact on our margins and profitability. We believe we have been generally successful in passing through increases in raw material costs to our customers. We estimate that we pass through approximately 70% of increases in our raw material costs to our customers.

40 Research and development Innovation regarding product development and production technology is important in order to maintain the long-term profitability of our business.

Consumer expectations and societal changes are the two main drivers of change within the automotive market. Regulatory change, which mirrors societal change, aims to reduce in particular the impact of vehicles on the environment across all major automotive markets.

These changes have an impact on our R&D expenses. We employ approximately 6,150 engineers and technicians based in 30 centres spread across our three main geographic areas: Europe, America and Asia. We operate R&D centres in China, Brazil and the United States. R&D expenses accounted for €924.3 million of total expenses in 2015, representing 4.9% of our revenue (in each case after the application of IFRS 5), out of which approximately €105 million was spent on innovation. We also filed 489 patents in 2015.

Our R&D expenditures include primarily design and development expenditures that are financed by our customers. A portion of these design and development expenditures is invoiced directly to customers, and a portion is financed by customers through per vehicle charges that are included in the purchase price of the equipment that we supply. In many cases, the per vehicle charges are initially set on certain volume assumptions and are adjusted over the life of a vehicle based on actual unit sales. Such adjustments limit the risk that unit sales will not be sufficient for us to recover our expenditures.

We record development expenditures that are to be recovered through per vehicle charges as capitalised development costs rather than expenses. The capitalised development costs are amortised over the life of the vehicle. R&D expenditures that are not invoiced to customers or capitalised are recorded as expenses in our income statement. The following table shows our gross R&D expenditures for the periods indicated.

Pre-IFRS 5 application Post-IFRS 5 application For the year ended 31 December 2014 (in € millions) 2013 2014 restated(*) 2015 Gross R&D expenditures ...... (916.5) (955.9) (866.9) (924.3) Amounts billed to customers and changes in inventories ..... 575.3 581.6 513.7 552.4 Subtotal ...... (341.2) (374.3) (353.2) (371.9) Capitalised development costs ...... 258.4 317.0 309.6 305.3 Amortisation of capitalised development costs ...... (171.5) (175.8) (168.4) (208.5) Charges to and reversals of provisions for impairment of capitalised development costs ...... 0.3 (2.4) (2.4) (3.3) R&D ...... (254.0) (235.5) (214.4) (278.4)

Foreign exchange translation We are exposed to risks arising from fluctuations in the exchange rates of certain currencies due to our large geographic footprint, as well as purchase of raw materials and other supplies by certain subsidiaries, which sell their products in a currency other than their functional currency.

Currency risks relating to the commercial transactions of our subsidiaries are managed centrally by using forward purchase and sale contracts and options as well as foreign currency financing. Hedging decisions are made by a specific committee that meets on a monthly basis. Currency risks on forecast transactions are hedged on the basis of estimated cash flows determined in forecasts updated on a regular basis and validated by our management.

Subsidiaries with a functional currency different from the euro are granted inter-company loans in their operating currencies. Although these loans are refinanced in euros and eliminated in consolidation, they contribute to our currency risk exposure and are therefore hedged through swaps.

41 Comparability of our Results of Operations Restatements Application of IFRS 5—Non-Current Assets Held for Sale and Discontinued Operations On 14 December 2015, we entered into a Memorandum of Understanding for the sale of our Automotive Exteriors business worldwide to Compagnie Plastic Omnium. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors”.

We are required by IFRS 5 to present our Automotive Exteriors business as discontinued in our audited consolidated financial statements as at and for the year ended 31 December 2015 (the “2015 Financial Statements”) as a result of the materiality of our Automotive Exteriors business and the highly probable nature of the sale. As a result of applying IFRS 5 to our 2015 Financial Statements, the assets and liabilities relating to our Automotive Exteriors business are presented separately in dedicated lines as the net result of the corresponding discontinued activities. The assets are presented separately as “assets held for sale” in the consolidated balance sheet as at 31 December 2015 and are valued at the lower of their carrying amount and fair value less costs to sell. The corresponding liabilities are presented separately as “liabilities linked to assets held for sale” in the consolidated balance sheet as at 31 December 2015. The net income and cash flow items of discontinued operations are presented separately in the statement of financial position for the years 2015 and 2014. Assets and liabilities as held for sale are presented without any restatement from the prior year.

The financial information as at and for the year ended 31 December 2014 which are included in our 2015 Financials Statements for comparison purposes have been restated to reflect the retrospective application of IFRS 5 in the income statement and cash-flow statement.

Certain figures are presented without adjustment to reflect the application of IFRS 5—Non-Current Assets Held for Sale and Discontinued Operations Certain information in the notes to our 2015 Financial Statements has not been adjusted to reflect the application of IFRS 5, including financial information by operating segment and by geographic region, contained in note 4.2 (Key Figures by Operating Segment) and note 4.4 (Key Figures by Geographic Region) to our 2015 Financial Statements.

Unless otherwise stated, the figures presented in this Offering Circular for product sales have not been adjusted to reflect the application of IFRS 5.

Implementation of IFRIC 21 and application of IFRS 5 Since 1 January 2015, we have applied IFRIC 21 interpretation “Levies”. Our financial statements as at and for the year ended 31 December 2014 which are included in our 2015 Financial Statements for comparison purposes have been restated to reflect the application of IFRIC 21. This restatement had a very minor impact on our consolidated income statement (an increase of €700 thousand to our consolidated net income) and consolidated balance sheet (an increase of €6.4 million to our total shareholder’s equity). See note 1.B.2 to our 2015 Financial Statements.

For certain of our results of operations as at and for the year ended 31 December 2014 as restated for comparative purposes from our results of operations as at and for the year ended 31 December 2014, see our financial statements on page 35.

42 The tables below set forth a reconciliation of certain of our results of operations and cash flows (i) as at and for the year ended 31 December 2014 as restated for comparative purposes from our results of operations and financial position published as at and for the year ended 31 December 2014 and (ii) as at and for the year ended 31 December 2015, in each case both prior to and after the application of IFRS 5 and display the adjustments made to reconcile such data.

2014 2015 IFRIC 21 IFRS 5 IFRS 5 in €m Reported impact impact Restated Pre-IFRS 5 impact Reported Total sales ...... 18,828.9 — (1,952.3) 16,876.6 20,691.9 (1,921.5) 18,770.4 of which Product sales ...... 14,089.3 — (1,629.9) 12,459.4 15,948.6 (1,729.9) 14,218.7 Operating income ...... 673.3 0.7 (78.6) 595.4 912.6 (82.6) 830.0 Operating margin (as % of total sales) ...... 3.6% — — 3.5% 4.4% — 4.4% Restructuring & other income and expenses ...... (86.5) — 6.7 (79.8) (66.0) 0.7 (65.3) of which Restructuring ...... (76.7) — — (73.1) (57.4) 0.1 (57.3) Net interests expense & other financial income and expenses ...... (243.6) — 4.9 (238.7) (210.7) 4.0 (206.7) Pretax income of integrated companies ...... 343.2 0.7 (67.0) 276.9 635.9 (77.9) 558.0 Corporate income taxes ...... (115.1) — 20.3 (94.8) (203.3) 17.6 (185.7) Net income of associates & other ..... 0.8 — 3.6 4.4 11.6 1.2 12.8 Minority interests ...... (63.2) — — (63.2) (74.1) (74.1) Net income from discontinued operations ...... — — 43.1 43.1 — 60.8 60.8 Consolidated net income (Group share) ...... 165.7 0.7 — 166.4 370.1 1.7 371.8

2014 2015 IFRIC 21 IFRS 5 IFRS 5 in €m Reported impact impact Restated Pre-IFRS 5 impact Reported Operating Income ...... 673.3 0.7 (78.6) 595.4 912.6 (82.6) 830.0 D&A ...... 555.6 — (49.9) 505.7 668.1 (56.3) 611.8 EBITDA ...... 1,228.9 0.7 (128.5) 1,101.1 1,580.7 (138.9) 1,441.8 Change in WCR ...... 263.2 (0.7) (53.6) 208.9 177.7 (24.7) 153.0 Capex ...... (521.0) — 45.0 (476.0) (677.5) 54.8 (622.7) Capitalized R&D ...... (321.6) — 7.5 (314.1) (321.4) 12.6 (308.9) Restructuring ...... (95.5) — 5.3 (90.2) (78.2) 1.2 (77.0) Financial expenses ...... (180.2) — 4.6 (175.6) (211.9) 3.9 (208.0) Taxes ...... (154.9) — 27.0 (127.9) (243.2) 24.1 (219.1) Other ...... (2.8) — (8.1) (10.9) 76.3 0.8 77.1 Cash flow from discontinued activities ...... — 100.8 100.8 — 66.3 66.3 Net Cash Flow ...... 216.1 0.0 0.0 216.1 302.5 0.0 302.5

Change in scope of consolidation introduced in 2015 Automotive Performance Materials (APM), part of the Interior Systems business and held at 50% by Faurecia, has been created in France and is consolidated by the equity method since January 2015. In China, Dongfeng Faurecia Automotive Interior Systems Company Limited and Dongfeng Faurecia Automotive Parts Sales Company Limited, held at 50% by Faurecia, are consolidated respectively fully and by the equity method from April 2015. Wuhan Hongtai Changpeng Automotive Components Company Limited, held at 49% by Faurecia, is consolidated by the equity method since September 2015.

Faurecia Azin Pars, 51% owned by us, produced automotive seating in Iran for the Renault group. Considering the restrictions imposed by the U.S. authorities on exports to Iran, production was stopped and no operating margin was recognised in the second half of 2013. Due to uncertainties regarding resumption of business in Iran, all the assets related to this subsidiary have been impaired as at 31 December 2013 for an amount of €8.1 million. Following the cessation of restrictions on export to Iran, the impairment of the assets linked to our Iranian subsidiary Faurecia Azin Pars has been fully reversed in 2015 in the Automotive Seating business.

43 Dongfeng Faurecia Automotive Exterior Systems Company Limited, has been created in China and is consolidated by the equity method since March 2015 in the Automotive Exterior business.

Change in scope of consolidation introduced in 2014 In the Faurecia Interior Systems business group, Faurecia Howa Interior Systems, 51% owned by us, has been established in Mexico and is fully consolidated since July 2014. Faurecia Magneti Marelli Pernanbuco Componentes Automotivos Ltda in Brazil, 35% owned by us, is consolidated pursuant to the equity method from November 2014.

In the Faurecia Automotive Seating business group, Shanghai Faurecia Automotive Seating Company Limited, 55% owned by us, has been established in China and is fully consolidated since April 2014. In Spain, Industrias Cousins Frères, previously fully consolidated, is consolidated pursuant to equity method since July 2014, following a change in our governance.

In the Faurecia Emissions Control Technologies business group, Changsha Faurecia Emissions Control Technologies Company Limited has been established in China and is fully consolidated since July 2014.

Change in scope of consolidation introduced in 2013 In the Faurecia Interior Systems business group, Faurecia Summit Interior Systems, 50% owned by us, was established in Thailand and has been consolidated from March 2013. Foshan Faurecia Xuyang Interior Systems Company Limited, 60% owned by us, was established in China and has been consolidated from June 2013. CSM Faurecia Automotive Parts Company Limited, 50% owned by us, was established in China and has been consolidated pursuant to the equity method from July 2013.

In the Faurecia Automotive Seating business group, Changchun Faurecia Xuyang Automotive Components Technologies R&D Company Limited, 45% owned by us, was established in China and has been consolidated pursuant to the equity method from June 2013.

In the Faurecia Emissions Control Technologies business group, Faurecia Emissions Control Technologies (Foshan) Company Limited, 51% owned by us, was established in China and has been consolidated from August 2013. Faurecia Emissions Control Technologies Ningbo Hangzhou Bay, 66% owned by us, was established in China and has been consolidated from December 2013.

44 COMPARISON OF OUR RESULTS OF OPERATIONS FOR THE YEARS ENDED 31 DECEMBER 2015 AND 31 DECEMBER 2014 Consolidated Sales Group Overview We estimate that global light vehicle production increased by approximately 1.6% worldwide in 2015, with all regions of the world showing an increase, except in South America. Light vehicle production grew in Europe (3.8%) and in North America (2.7%) and continued to grow in Asia, where production increased by 2.1%. In contrast, production fell by 20.2% in South America (source: IHS Automotive, February 2016).

The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5.

The following table presents our sales divided by segment;

For the year ended 31 December (in € millions) 2014 2015 Change(*) Total sales ...... 18,828.9 20,691.9 5.2% Faurecia Automotive Seating ...... 5,309.1 6,188.2 9.4% Faurecia Emissions Control Technologies ...... 6,747.4 7,450.0 7.6% Faurecia Interior Systems ...... 4.709.3 5,018.6 0.2% Faurecia Automotive Exteriors ...... 2,063.1 2,035.1 (2.1)% Product sales ...... 14,089.3 15,948.6 6.0% Faurecia Automotive Seating ...... 4,938.9 5,826.4 10.6% Faurecia Emissions Control Technologies ...... 3,433.0 3,844.7 1.6% Faurecia Interior Systems ...... 3,996.5 4,452.0 4.5% Faurecia Automotive Exteriors ...... 1,720.9 1,825.5 5.1%

(*) On a like-for-like basis.

Our total sales amounted to €20,691.9 million in 2015, compared to €18,828.9 million in 2014. This represented an increase of 9.9% on a reported basis and of 5.2% on a like-for-like basis.

Product sales (parts and components delivered to automakers) amounted to €15,948.6 million in 2015, compared to €14,089.3 million in 2014. This represented an increase of 13.2% on a reported basis and of 6.0% on a like-for-like basis.

Sales of tooling, R&D, prototypes and other services amounted to €1,438.9 million in 2015, compared to €1,637.7 million in 2014. This represented a decrease of 12.1% on a reported basis and of 15.6% on a like-for-like basis.

Sales of catalytic converter monoliths amounted to €3,304.4 million in 2015, compared to €3,101.9 million in 2014. This represented an increase of 6.5% on a reported basis and of 12.4% on a like-for-like basis.

Total sales excluding monoliths amounted to €17,387.5 million in 2015, compared to €15,727.0 million in 2014. This represented an increase of 10.6% on a reported basis and of 3.8% on a like-for-like basis.

45 Product Sales in 2015 by Geographic Region The following discussion presents information which, unless otherwise stated, has not been adjusted or restated, as applicable, to reflect the application of IFRS 5.

Product sales in 2015 are divided by geographic region as follows:

Product sales by region Product sales by region (2015, before application of IFRS 5) (2015, after application of IFRS 5) Rest of the Rest of the World World 1.1% 1.2% Asia Asia 14.9% 16.7%

South America 2.8% South America 2.9%

Europe Europe 49.1% 53.7%

North America North America 27.6% 30.1%

The following table sets forth our product sales for the year ended 31 December 2015 and the percentage change compared to the year ended 31 December 2014 on a reported basis and on a like-for-like basis.

For the year ended 31 December Change (reported, Change (like-for-like, Region 2014 2015 year-on-year 2015) year-on-year 2015) Europe ...... €7,873.1 million €8,556.8 million 8.7% 8.7% North America ...... €3,495.8 million €4,400.2 million 25.9% 5.2% South America ...... €550.4 million €449.7 million (18.3)% (9.0)% Asia ...... €2,029.4 million €2,371.4 million 16.9% 0.3%

Europe: in Europe, our product sales amounted to €8,556.8 million in 2015 (53.7% of our product sales), compared to €7,873.1 million in 2014. Product sales increased by 8.7%, both on a reported basis and like-for-like basis, compared to an increase in light vehicle production in Europe by 3.8% (source: IHS Automotive February 2016).

North America: in North America, our product sales amounted to €4,400.2 million in 2015 (27.6% of our product sales), compared to €3,495.8 million in 2014. Product sales increased by 25.9% on a reported basis and by 5.2% on a like-for-like basis, compared to an increase in light vehicle production in North America by 2.7% (source IHS Automotive February 2016).

South America: in South America, our product sales amounted to €449.7 million in 2015 (2.8% of our product sales), compared to €550.4 million in 2014. Product sales decreased by 18.3% on a reported basis and by 9.0% on a like-for-like basis, compared to a decrease in light vehicle production in South America by 20.2% (source: IHS Automotive February 2016), due to lower sales to all main customers with the exception of Toyota and Hyundai, where sales grew by 8.4% and 12.9% on a like-for-like basis, respectively.

Asia: in Asia, our product sales amounted to €2,371.4 million in 2015 (14.9% of our product sales), compared to €2,029.4 million in 2014. Product sales increased by 16.9% on a reported basis and by 0.3% on a like-for-like basis, with a decrease of 1.8% on a like-for-like basis in China where 2015 product sales reached €1,945.6 million but an increase of 9.8% on a like-for-like basis in Korea with 2015 product sales at €245.3 million. In 2015, light vehicle production increased by 5.4% in China and by 2.1% in Asia (source: IHS Automotive February 2016). The evolution of the performance in China results from a change in mix between international and domestic customers. In 2015, growth of sales to Chinese Original Equipment Manufacturers was 46% and our sales to Chinese customers increased from 6.0% for the year ended 31 December 2014 to 9.0% for the year ended 31 December 2015.

Other countries: in other countries, our product sales amounted to €170.5 million in 2015 (1.1% of our product sales), compared to €140.5 million in 2014. Product sales increased by 21.3% on a reported basis and by 18.8% on a like-for-like basis. Product sales in other countries are primarily sales in South Africa.

46 Product Sales in 2015 by Customer The following discussion presents information which, unless otherwise stated, has not been adjusted or restated, as applicable, to reflect the application of IFRS 5.

Product sales in 2015 are split by customer as follows:

Product sales by customer Product sales by customer (2015, before application of IFRS 5) (2015, after application of IFRS 5) Others CVE Other Asian 4.4% 1.6% Automakers VW Group Others VW Group 2.6% 10.3% (o/w Audi Hyundai (o/w Audi Fiat 8.2%) 1.7% 8.8%) Chrysler Chrysler 19.8% 4.4% 22.7% 5.1%

Renault Daimler 6.7% 6.9% Nissan 6.0% BMW 6.3% Ford BMW 16.7% 6.0% Ford 15.9% GM 8.3% Daimler 7.1% Renault- PSA GM PSA Nissan 13.3% 7.6% 13.3% 13.4%

The following table sets forth our product sales to our five main customers for the year ended 31 December 2015, the percentage change compared to the year ended 31 December 2014 on a reported basis and on a like-for-like basis and as a percentage of our total product sales.

Change (reported, Change (like-for-like, Customer Product Sales (2015) % of Product Sales year-on-year 2015) year-on-year 2015) Volkswagen Group ...... €3,626.4 million 22.7% 4.7% 1.6% Ford Group ...... €2,539.7 million 15.9% 23.3% 12.0% PSA Peugeot Citroën Group ..... €2,116.9 million 13.3% 9.4% 7.3% Renault-Nissan Group ...... €2,023.4 million 12.7% 30.0% 23.8% General Motors ...... €1,217.2 million 7.6% 6.2% 7.5%

In 2015, our five main customers (Volkswagen Group, Ford Group, PSA Peugeot Citroën, Renault-Nissan and General Motors) represented 72.2% of our product sales.

Product sales to the Volkswagen Group increased by 4.7% on a reported basis and 1.6% on a like-for-like basis to €3,626.4 million in 2015, and represented 22.7% of our product sales.

Product sales to Ford Group increased by 23.3% on a reported basis and 12.0% on a like-for-like basis to €2,539.7 million in 2015, and represented 15.9% of our product sales.

Product sales to the PSA Peugeot Citroën Group increased by 9.4% on a reported basis and 7.3% on a like-for-like basis to €2,116.9 million in 2015, and represented 13.3% of our product sales.

Product sales to the Renault-Nissan Group increased by 30% on a reported basis and 23.8% on a like-for-like basis to €2,023.4 million in 2015, and represented 12.7% of our product sales. Product sales to Renault increased by 29.3% on a like-for-like basis, whereas product sales to Nissan increased by 22.6% on a like-for-like basis, with strong growth in Europe (26.9%), North America (28.4%) and Asia (16.3%).

Product sales to General Motors increased by 6.2% on a reported basis but decreased by 7.5% on a like-for-like basis to €1,217.2 million in 2015, and represented 7.6% of our product sales.

Product sales to the Daimler Group increased by 9.7% on a reported basis in 2015 and 2.5% on a like-for-like basis to €1,129.0 million, and represented 7.1% of our product sales.

Product sales to the BMW Group increased by 12.9% on a reported basis and by 4.2% on a like-for-like basis to €960.3 million in 2015, and represented 6.0% of our product sales.

Product sales to Fiat/Chrysler increased by 14.8% on a reported basis (but decreased by 0.3% on a like-for-like basis) in 2015, and those to Chrysler represented 4.4% of our total sales.

47 Product sales to Hyundai/Kia increased by 15% on a reported basis and 4.2% on a like-for-like basis in 2015, and those to Hyundai represented 1.7% of total sales.

Product sales to Geely-Volvo increased by 14.7% on a reported basis and 10.2% on a like-for-like basis in 2015. Product sales to Toyota increased by 7.2% on a reported basis and 5.5% on a like-for-like basis in 2015.

Product Sales in 2015 by Business Group The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5.

Faurecia Automotive Seating

R&D and Design and Development Total Sales Product Sales Headcount Sites Countries Centres €6,188.2 million €5,826.4 million 37,400 74 24 19

Faurecia Automotive Seating total sales increased by 16.6% year-on-year on a reported basis and 9.4% on a like-for-like basis to €6,188.2 million in 2015. Faurecia Automotive Seating product sales increased by 18.0% on a reported basis and 10.6% on a like-for-like basis to €5,826.4 million in 2015, compared to €4,938.9 million in 2014.

The following table sets forth Faurecia Automotive Seating’s product sales for the year ended 31 December 2015 and the percentage change compared to the year ended 31 December 2014 on a reported basis and on a like-for- like basis.

Change (reported, Change (like-for-like, Region 2015 year-on-year 2015) year-on-year 2015) Europe ...... €3,147.1 million 15.6% 16.1% North America ...... €1,568.5 million 31.9% 10.5% South America ...... €169.6 million (17.5)% (8.1)% Asia ...... €941.2 million 12.8% (3.7)%

In Europe, Faurecia Automotive Seating product sales increased by 15.6% year-on-year on a reported basis and 16.1% on a like-for-like basis to €3,147.1 million in 2015.

In North America, Faurecia Automotive Seating product sales increased by 31.9% year-on-year on a reported basis and 10.5% on a like-for-like basis to €1,568.5 million in 2015.

In South America, Faurecia Automotive Seating product sales decreased by 17.5% year-on-year on a reported basis and 8.1% on a like-for-like basis in 2015 to €169.6 million.

In Asia, Faurecia Automotive Seating product sales increased by 12.8% year-on-year on a reported basis but were down 3.7% on a like-for-like basis to €941.2 million in 2015.

In 2015 we started a significant number of new production programmes including the production of complete seats, seat structures and components (such as seat covers, foam, head restraints or comfort pneumatic modules). A growing number of these production programmes form part of our customers’ global production platforms.

Approximately one-third of these new programmes were launched in each of Europe and Asia. In Europe we launched the production of complete seats for new middle- and high-end models in France and Portugal (Renault Espace, Talisman, Kadjar and Mégane), in Germany and Slovakia (Audi A4 and Audi Q7), in the Czech Republic (the BMW 2 series Gran Tourer) and in Russia (Mini Clubman UK, Renault Duster SUV). In Poland, we also launched a programme for the production of rear complete seats for Ford minivans S-Max and Galaxy and seat structures for Renault-Nissan’s CMF-1 platform.

In China, we launched the production of complete seats for the Citroën C4 sedan, MQB2 platform seat structures for Shanghai Volkswagen, front seat structures for Golf + Sportsvan, for the top-end Haval SUV range launched by the Chinese manufacturer Great Wall, CMF-1 platform seat structures for the Nissan Lannia and rear seat

48 structures with motorized kinematics for the Ford Edge SUV. In South Korea, we delivered to Hyundai the first seat structures for the new Equus. In India, we started production of seat structures for the Ford Figo.

In North America we began delivering the first complete seats for the Nissan Titan pickup, the Mercedes MLC SUV and the premium Cadillac CT6 sedan. In Brazil, we commenced production of complete seats for the Renault Oroch Pickup truck.

We announced several innovations in 2015, including the Active Wellness® seat, a seat with invisible sensors that detects whether the driver is subject to stress or sleepiness, and offers tailored therapies for relaxation or stimulation. We believe that seating will play a key role in future autonomous and connected vehicles. In November 2015, we announced a partnership with the Center for Design Research at Stanford University to study the user experience in autonomous vehicles.

Faurecia Emissions Control Technologies

R&D and Design and Development Total Sales Product Sales* Employees Sites Countries Centres €7,450.0 million €3,844.7 million 21,200 78 25 7

* Excluding catalytic converter monoliths sales.

The Faurecia Emissions Control Technologies total sales increased by 10.4% on a reported basis and 7.6% on a like-for-like basis to €7,450.0 million in 2015. Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 12.0% on a reported basis and 1.6% on a like-for-like basis to €3,844.7 million in 2015, compared to €3,433.0 million in 2014.

The following table sets forth Faurecia Emissions Control Technologies’ product sales for the year ended 31 December 2015 and the percentage change compared to the year ended 31 December 2014 on a reported basis and on a like-for-like basis.

Change (reported, Change (like-for-like, Region Product Sales (2015) year-on-year 2015) year-on-year 2015) Europe ...... €1,291.0 million 9.9% 9.8% North America ...... €1,343.5 million 17.0% (2.3)% South America ...... €121.2 million (25.4)% (16.3)% Asia ...... €1,054.7 million 14.7% (1.1)%

In Europe, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 9.9% year-on-year on a reported basis and 9.8% on a like-for-like basis to €1,291.0 million in 2015.

In North America, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 17.0% year-on-year on a reported basis but decreased by 2.3% on a like-for-like basis to €1,343.5 million in 2015.

In South America, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) decreased by 25.4% year-on-year on a reported basis and 16.3% on a like-for-like basis to €121.2 million in 2015.

In Asia, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 14.7% year-on-year on a reported basis but decreased by 1.1% on a like-for-like basis to €1,054.7 million in 2015.

Our Faurecia Emissions Control Technologies business group has increased its production activity levels with 130 programmes launched in 2015 in Europe, Asia, North America and South America.

In Europe, we launched 59 programmes and opened a second site in Bragança (Spain) to start the production of hot-end parts for the PSA Peugeot Citroën group and Renault-Nissan programmes and to support increasing customer volumes for the Jaguar XE, Ford S-Max, Edge, Galaxy and Transit Connect programmes.

49 In Asia, we launched 39 programmes and opened new plants and new assembly sites. For example, we opened Ningbo Beilun and Nanchang in China and expanded our site in Nanjing site to serve local manufacturers such as SAIC, CMA, BAIC, ZNA and Chery. In Malaysia, we expanded our Tanjung Malin site to accommodate the launch of the first programme for Proton.

In North America, we launched 25 programmes including the production of the hot-end parts of exhaust systems for the Nissan Titan. In South America, we expanded our site in Queretaro, Mexico to support the launch of the Audi Q5 in Mexico and we opened a new just-in-time plant in San Jose Chiappa.

In 2015, we strengthened our leading position in Selective Catalytic Reduction (SCR) systems which are designed to reduce nitrogen oxides (NOx) in diesel engines. Our innovative BlueBox® SCR, a close-coupled SCR system, was adopted in its U-shaped version by a major Asian light vehicle manufacturer, and it its axial version, by two American manufacturers, with production starting in 2018 and 2019.

In 2015, a light vehicles manufacturer in the United States pre-ordered our gasoline particulate filter for a production scheduled to start in 2018.

Faurecia Interior Systems

R&D and Design and Development Total Sales Product Sales Headcount Sites Countries Centres €5,018.6 million €4,452.0 million 33,600 78 23 28

Faurecia Interior Systems total sales increased by 6.6% year-on-year on a reported basis and 0.2% on a like-for-like basis to €5,018.6 million in 2015. Faurecia Interior Systems product sales increased by 11.4% on a reported basis and 4.5% on a like-for-like basis to €4,452.0 million in 2015, compared to €3,996.5 million in 2014.

The following table sets forth Faurecia Interior Systems’ product sales for the year ended 31 December 2015 and the percentage change compared to the year ended 31 December 2014 on a reported basis and on a like-for-like basis.

Change (reported, Change (like-for-like, Region Product Sales (2015) year-on-year 2015) year-on-year 2015) Europe ...... €2,520.1 million 3.2% 2.7% North America ...... €1,372.7 million 28.7% 7.5% South America ...... €129.4 million (21.8)% (12.2)% Asia ...... €375.6 million 36.6% 17.4%

In Europe, Faurecia Interior Systems product sales increased by 3.2% year-on- year on a reported basis and 2.7% on a like-for-like basis to €2,520.1 million in 2015.

In North America, Faurecia Interior Systems product sales increased by 28.7% year-on-year on a reported basis and 7.5% on a like-for-like basis to €1,372.7 million in 2015.

In South America, Faurecia Interior Systems product sales decreased by 21.8% year-on-year on a reported basis and 12.2% on a like-for-like basis to €129.4 million in 2015 due to the current economic situation in South America.

In Asia, Faurecia Interior Systems product sales increased by 36.6% year-on-year on a reported basis and 17.4% on a like-for-like basis to €375.6 million in 2015.

In Europe, we started a range of new programmes in 2015, including the production of dashboards, door panels and center consoles for the Renault Espace in France and the dashboard for the new Renault Megane. In Germany, we started production of the dashboard and door panels for the Volkswagen Transporter and in Spain, we started production of door panels for the Opel Mokka. In South America, we started production of the interior for the Jeep Renegade in a new plant in Brazil. In Asia, we launched production of dashboards and door panels for the Ford Ranger/Everest in Thailand and commenced three programmes in China including instrument panels, center consoles and door panels for the Ford Edge SUV and the Geely Borui, and the dashboard for the Peugeot 308S.

50 We also opened or expanded plants in Poland, Brazil, Mexico and China in 2015.

We also concluded a number of partnership agreements in 2015. For example, we entered into a partnership with DongFeng to create a joint-venture (Dongfeng Faurecia Automotive Interior Co., Ltd) to produce dashboards, door panels and Acoustic & Soft Trim modules. We also established a joint-venture with Beijing WKW Automotive Parts Co. Ltd in Beijing to provide aluminum decorative elements for the Chinese market for Audi, VW and Volvo. Finally, we entered into a partnership agreement with Philips to provide onboard air purification solutions.

Faurecia Automotive Exteriors On 14 December 2015, we entered into a Memorandum of Understanding for the sale of Faurecia Automotive Exteriors to Compagnie Plastic Omnium. We currently expect the sale to complete by the end of 2016. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors” and “Risk Factors—Our disposal of Faurecia Automotive Exteriors is subject to uncertainty”.

R&D and Design and Development Total Sales Product Sales Employees Sites Countries Centres €2,035.1 million €1,825.5 million 8,300 32 9 9

The Faurecia Automotive Exteriors business group total sales increased by 1.4% year-on-year on a reported basis but decreased by 2.1% on a like-for-like basis to €2,035.1 million in 2015. Faurecia Automotive Exteriors product sales increased by 6.1% year-on-year on a reported basis and 5.1% on a like-for-like basis to €1,825.5 million in 2015, compared to €1,720.9 million in 2014.

We were awarded 25 new programmes and launched 19 new programmes into production. For example, in Europe, we launched programmes for the Ford S-Max and Galaxy (in Spain), Audi A4 & A5, Volkswagen Touran (in Germany) and McLaren P13 and Renault Mégane (in France). In South America, we launched the first two FCA programmes for the Jeep Renegade & Ranger (in Brazil). We have continued to expand internationally, particularly in South America and China.

Following our strategic decision to become a major manufacturer in the composites sector, with the creation of Faurecia Automotive Composites in 2012, we started mass production of a composite spare wheel tray, the first composite structural part for a volume manufacturer. This product is designed to support carmakers who will be subject to new CO2 reduction targets which are expected to be introduced in 2021 by assisting them in reducing the weight of their vehicles. We continue to work in partnership with technology research institutes and various industry participants to develop the potential of composite technologies.

Operating Expenses Our total operating expenses amounted to €17,940.4 million in 2015, compared to €16,281.2 million in 2014, an increase that reflected the growth of our sales. Cost of sales represented 94.9% of our total operating expenses in 2015 and 95.1% in 2014. Our total operating expenses can be divided by type of expense as follows:

For the year ended 31 December 2014 (in € millions) restated(*) 2015 Purchases consumed ...... (11,498.5) (12,685.1) External costs ...... (1,582.5) (1,724.4) Personnel costs ...... (3,013.2) (3,335.2) Taxes other than on income ...... (44.2) (54.7) Other income and expenses ...... 387.7 505.7 Of which production taken into inventory or capitalised production ...... 332.0 438.2 Depreciation, amortisation and provisions for impairment in value of non-current assets ...... (509.0) (611.5) Charges to and reversals of other provisions ...... (21.4) (35.2) Total Operating Expenses ...... (16,281.2) (17,940.4)

51 Operating Income Operating income in 2015 amounted to €830.0 million (4.4% of total sales), compared to €595.4 million in 2014 (3.5% of total sales).

The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5.

Operating income in 2015 amounted to €912.6 million (4.4% of total sales), compared to €673.3 million in 2014 (3.6% of total sales).

The €239.3 million increase in operating income in 2015 compared to 2014 was attributable to the following factors: • Europe: increased sales allowed for an improvement in operating income of €76.4 million, bringing operating income to 4.0% of total sales. In addition, the margin on products improved as a result of the increase in sales; • North America: an increase in sales and improved operational efficiency contributed to an increase in operating income of €140.8 million. Operating income as a percentage of total sales amounted to 3.9%, up strongly compared to 1.7% in 2014; • South America: a decrease in sales (by 9.0% on a like-for-like basis compared to 2014) and a difficult economic and financial environment resulted in a decrease of €4.7 million in operating income leading to an operating loss of €54.1 million; • Asia: despite a decrease in sales in the second half of 2015, year-on-year sales in 2015 continued to increase and contributed to an additional €24.2 million of operating income. Operating income was €292.6 million or 9.4% of total sales compared to 2014 figures of €268.4 million or 8.9% of total sales; and • Other countries: primarily in South Africa, operating income increased by €2.7 million.

The trend for individual business segments was as follows: • Faurecia Automotive Seating: operating income in 2015 was €305.6 million (4.9% of total sales) compared to €234.4 million in 2014 (4.4% of total sales); • Faurecia Emissions Control Technologies: operating income in 2015 was €360.0 million (4.8% of total sales) compared to €256.7 million in 2014 (3.8% of total sales); and • Faurecia Interior Systems: operating income in 2015 was €197.7 million (3.9% of total sales) compared to €129.2 million in 2014 (2.7% of total sales).

Research and Development Costs Gross expenditures for R&D in 2015 were €924.3 million, or 4.9% of total sales, compared to €866.9 million, or 5.1% of total sales in 2014. The portion of R&D expenditure capitalised under IFRS amounted to €305.3 million in 2015, representing 33.0% of total R&D expenditure in 2015, compared to €309.6 million in 2014, representing 35.7% of total R&D expenditure in 2014.

Taken together, these items resulted in a net R&D cost of €278.4 million in 2015, compared to €214.4 million in 2014.

Selling and Administrative Expenses Selling and administrative expenses amounted to €637.2 million in 2015 (3.4% of total sales), compared with €579.9 million (3.4% of total sales) in 2014. This increase was due in particular to the investments in our “Digital Enterprise” transformation programme, the purpose of which is to review opportunities presented by new digital technologies (such as 3D printing, robotisation, augmented reality and predictive analytics) to improve business process efficiency.

52 EBITDA EBITDA (which represents operating income before depreciation, amortisation and provisions for impairment of property, plant and equipment and capitalised R&D expenditures) amounted to €1,441.8 million (7.7% of total sales) in 2015, compared to €1,101.1 million (6.5% of total sales) in 2014.

Other Income Statement Items Other non-operating income and expenses. Other non-operating income and expenses amounted to €65.3 million in 2015 compared to €79.8 million in 2014. This item included €57.3 million in restructuring charges compared to €73.1 million in 2014. These costs mainly related to the restructuring of our operations in France (€27.6 million), Germany (€21.4 million), Spain (€1.0 million) and other countries (€7.3 million). These charges stemmed from restructuring plans implemented with a view to reducing costs, in particular due to the termination of 1,472 employees.

Finance costs. Financial income amounted to €12.1 million compared to €7.9 million in 2014. Finance costs amounted to €173.6 million in 2015 compared to €186.6 million in 2014. The weighted average interest rate on financial liabilities fell from 5.4% in 2014 to 5.1% in 2015.

Other financial income and expenses. Other financial income and expenses resulted in a net expense of €45.2 million (compared to €60.0 million in 2014). This includes €7.9 million from discounting pension liabilities, €8.2 million of fees for syndicated debt and €8.4 million linked to the amortisation of borrowing costs.

The tax expense in 2015 amounted to €185.7 million, compared to €94.8 million in 2014, representing an average tax rate (as reported) of 33.3% compared to 34.2% in 2014.

The share of net income of associates totalled €12.8 million, compared to €4.4 million in 2014. The difference stemmed largely from higher volumes in certain joint-ventures.

Net Income Net income for 2015 totalled €371.8 million, compared to €166.4 million in 2014, net of net income attributable to minority interests (totalling €74.1 million in 2015 and mainly consisting of net income accruing to investors in Chinese companies in which we are not the sole shareholder).

53 COMPARISON OF OUR RESULTS OF OPERATIONS FOR THE YEARS ENDED 31 DECEMBER 2014 AND 31 DECEMBER 2013 Consolidated Sales Group Overview The growth in global automotive production between 2013 and 2014, estimated at 3.3% worldwide, shows a growth in all regions of the world with the exception of South America. Thus, business grew again in Europe (3.2%), remained buoyant in North America (5.0%) and continued to grow in Asia, where production increased by 4.1%. In contrast, production fell 16.1% in South America (source: IHS Automotive, January 2015).

The following table presents our sales divided by segment.

For the year ended 31 December (in € millions) 2013 2014 Change(*) Total sales ...... 18,028.6 18,828.9 5.5% Faurecia Automotive Seating ...... 5,218.9 5,309.1 2.8% Faurecia Emissions Control Technologies ...... 6,350.5 6,747.4 6.9% Faurecia Interior Systems ...... 4,560.0 4,709.3 5.0% Faurecia Automotive Exteriors ...... 1,899.2 2,063.1 9.1% Product sales ...... 13,693.2 14,089.3 4.4% Faurecia Automotive Seating ...... 4,890.9 4,938.9 2.1% Faurecia Emissions Control Technologies ...... 3,351.7 3,433.0 4.7% Faurecia Interior Systems ...... 3,793.2 3,996.5 7.1% Faurecia Automotive Exteriors ...... 1,657.4 1,720,9 4.3%

(*) On a like-for-like basis.

Our total sales amounted to €18,828.9 million in 2014, compared to €18,028.6 million in 2013. This represented an increase of 4.4% on a reported basis and of 5.5% on a like-for-like basis.

Product sales (parts and components delivered to automakers) amounted to €14,089.3 million in 2014, compared to €13,693.2 million in 2013. This represented an increase of 2.9% on a reported basis and of 4.4% on a like-for-like basis.

Sales of tooling, R&D, prototypes and other services amounted to €1,637.7 million in 2014, compared to €1,567.7 million in 2013. This represented an increase of 4.5% on a reported basis and of 3.4% on a like-for-like basis.

Sales of catalytic converter monoliths amounted to €3,101.9 million in 2014, compared to €2,767.7 million in 2013. This represented an increase of 12.1% on a reported basis and of 12.2% on a like-for-like basis due to the increase of precious metals prices (with such price increase being passed through to customers).

Total sales excluding monoliths amounted to €15,727.0 million in 2014, compared to €15,260.9 million in 2013. This represented an increase of 3.1% on a reported basis and of 4.3% on a like-for-like basis.

54 Product Sales in 2014 by Geographic Region Product sales in 2014 are divided by geographic region as follows:

Product Sales by region (2014, before application of IFRS 5) Rest of the World Asia 1.0% 14.4%

South America 3.9%

Europe 55.9% North America 24.8%

The following table sets forth our product sales for the year ended 31 December 2014 and the percentage change compared to the year ended 31 December 2013 on a reported basis and on a like-for-like basis.

For the year ended 31 December Change (reported, Change (like-for-like, Region 2013 2014 year-on-year 2014) year-on-year 2014) Europe ...... €7,411.5 million €7,873.1 million 6.2% 6.8% North America ...... €3,707.5 million €3,495.8 million (5.7)% (4.6)% South America ...... €717.0 million €550.4 million (23.2)% (10.3)% Asia ...... €1,075.8 million €2,029.4 million 19.0% 19.7%

Europe: in Europe, our product sales amounted to €7,873.1 million in 2014 (55.9% of our product sales), compared to €7,411.5 million in 2013. Product sales increased by 6.2% on a reported basis and by 6.8% on a like-for-like basis, compared to an increase in automotive production in Europe of 3.2% (source: IHS Automotive January 2015).

North America: in North America, our product sales amounted to €3,495.8 million in 2014 (24.8% of our product sales), compared to €3,707.5 million in 2013. Product sales decreased by 5.7% on a reported basis and by 4.6% on a like-for-like basis, compared to an increase in automotive production in North America by 5.0% (source IHS Automotive January 2015). Sales performance in the first half of 2014 was driven by lower sales to Ford, Chrysler (delayed launch of one programme) and the end of a programme for BMW. Recovery with Ford and Chrysler and continued growth with Nissan and Cummins drove performance in the second half of the year.

South America: in South America, our product sales amounted to €550.4 million in 2014 (3.9% of our product sales), compared to €717.0 million in 2013. Product sales decreased by 23.2% on a reported basis and by 10.3% on a like-for-like basis, compared to a decrease in automotive production in South America by 16.1% (source: IHS Automotive January 2015), due to lower sales to all main customers with the exception of Volkswagen, where our sales increased by 17.7% on a like-for-like basis.

Asia: in Asia, our product sales amounted to €2,029.4 million in 2014 (14.4% of our product sales), compared to €1,705.8 million in 2013. Product sales increased by 19.0% on a reported basis and by 19.7% on a like-for-like basis, with an increase of 21.5% on a like-for-like basis in China, where our product sales amounted to €1,687.8 million in 2014, and of 1.6% on a like-for-like basis in South Korea where our product sales amounted to €200.5 million in 2014. In 2014, automotive production increased by 9.4% in China and by 4.1% in South Korea (source: IHS Automotive January 2015). Our sales growth in Asia was primarily due to our wide range of products sold, in particular to joint-ventures with European automakers, which performed better than their competitors, and to the increase in the value per vehicle as these products sold are for more upmarket models.

Other countries: in other countries, our product sales amounted to €140.5 million in 2014 (1.0% of our product sales), compared to €151.4 million in 2013. Product sales decreased by 7.2% on a reported basis but increased by 4.2% on a like-for-like basis. Product sales in other countries are primarily sales in South Africa.

55 Product Sales in 2014 by Customer Product sales in 2014 are split by customer as follows:

Product sales by customer (2014, before application of IFRS 5)

Other Other Asians 5.5% 1.0% CVE VW 2.2% 24.6% Hyundai Chrysler 1.6% 4.3% Renault 6.2% Nissan 4.9% Ford BMW 14.6% 6.0%

Daimler 7.3% GM 8.1% PSA 13.7%

Change (reported, Change (like-for-like, Customer Product Sales (2014) % of product sales year-on-year 2014) year-on-year 2014) Volkswagen Group ...... €3,464.4 million 24.6% 2.5% 3.4% Ford Group ...... €2,059.2 million 14.6% 1.2% 4.5% PSA Peugeot Citroën Group ...... €1,934.4 million 13.7% 1.2% 2.4% Renault-Nissan Group ...... €1,555.9 million 11.1% 6.8% 8.8% General Motors ...... €1,145.8 million 8.1% 5.3% 6.4%

In terms of customers, the most significant developments in 2014 have been recorded with Nissan (with an increase of product sales of 21.3% on a like- for-like basis) with a strong growth in North America and in China, and with Daimler (with an increase of product sales of 23.2% on a like-for-like basis) supported by the sales of the Mercedes Benz S-Class. Sales to Cummins for commercial vehicles increased by 59% (on a like-for-like basis). Commercial vehicles in 2014 accounted for 8% of Faurecia Emissions Control Technologies product sales.

In 2014, our five main customers (Volkswagen Group, Ford Group, PSA Peugeot Citroën, Renault-Nissan and General Motors) represented 72.1% of our product sales.

Product sales to the Volkswagen Group increased by 2.5% on a reported basis and 3.4% on a like-for-like basis to €3,464.4 million in 2014, and represented 24.6% of our product sales.

Product sales to Ford Group increased by 1.2% on a reported basis and 4.5% on a like-for-like basis to €2,059.2 million in 2014, and represented 14.6% of our product sales.

Product sales to the PSA Peugeot Citroën group increased by 1.2% on a reported basis and 2.4% on a like-for-like basis to €1,934.4 million in 2014, and represented 13.7% of our product sales.

Product sales to the Renault-Nissan group increased by 6.8% on a reported basis and 8.8% on a like-for-like basis to €1,555.9 million in 2014, and represented 11.1% of our product sales. Product sales to Renault slightly increased by 0.5% on a like-for-like basis, whereas product sales to Nissan increased by 21.3% on a like-for-like basis, with strong growth in Europe (82.4%) and Asia (20.0%).

Product sales to General Motors increased by 5.3% on a reported basis and 6.4% on a like-for-like basis to €1,145.8 million in 2014, and represented 8.1% of our product sales.

56 Product sales to Daimler Group increased by 23.1% on a reported basis in 2014 and 23.2% on a like-for-like basis to €1,029.3 million, and represented 7.3% of our product sales.

Product sales to the BMW Group decreased by 12.2% on a reported basis and by 12.8% on a like-for-like basis to €850.6 million in 2014, and represented 6.0% of our product sales.

Product sales to Fiat/Chrysler decreased by 10.2% on a reported basis and 9.9% on a like-for-like basis in 2014, and those to Chrysler represented 4.3% of our total sales. Product sales to Hyundai/Kia increased by 4.9% on a reported basis and 3.1% on a like-for-like basis in 2014, and those to Hyundai represented 1.6% of total sales. Product sales to Geely-Volvo increased by 4.6% on a reported basis and 4.7% on a like-for-like basis in 2014, and represented 1.5% of our total sales. Product sales to Toyota increased by 2.1% on a reported basis and 9.1% on a like-for-like basis in 2014.

Product Sales in 2014 by Business Group Faurecia Automotive Seating

R&D and Design and Development Total Sales Product Sales Headcount Sites Countries Centres €5,309.1 million €4,938.9 million 34,799 77 24 16

Faurecia Automotive Seating total sales increased by 1.7% year-on-year on a reported basis and 2.8% on a like-for-like basis to €5.309.1 million in 2014. Faurecia Automotive Seating product sales increased by 1.0% on a reported basis and 2.1% on a like-for-like basis to €4,938.9 million in 2014, compared to €4,890.9 million in 2013.

The following table sets forth Faurecia Automotive Seating’s product sales for the year ended 31 December 2014 and the percentage change compared to the year ended 31 December 2013 on a reported basis and on a like-for- like basis.

Change (reported, Change (like-for-like, Region 2014 year-on-year 2014) year-on-year 2014) Europe ...... €2,722.3 million 2.5% 2.8% North America ...... €1,188.8 million (5.9)% (5.2)% South America ...... €193.6 million (21.9)% (9.0)% Asia ...... €834.1 million 17.7% 18.1%

In Europe, Faurecia Automotive Seating product sales increased by 2.5% year-on-year on a reported basis and 2.8% on a like-for-like basis to €2,722.3 million in 2014.

In North America, Faurecia Automotive Seating product sales decreased by 5.9% year-on-year on a reported basis and 5.2% on a like-for-like basis to €1,188.8 million in 2014.

In South America, Faurecia Automotive Seating product sales decreased by 21.9% year-on-year on a reported basis and 9.0% on a like-for-like basis to €193.6 million in 2014.

In Asia, Faurecia Automotive Seating product sales increased by 17.7% year-on-year on a reported basis and 18.1% on a like-for-like basis to €834.1 million in 2014.

In 2014, we launched a dozen new products, including nine relating to the assembly of complete seats and three relating to the production of seat frames. In North America, we started delivering complete seats for the Chrysler 200, Dodge Avenger, Chevrolet Colorado, GMC Canyon, Nissan Frontier and Murano. In Europe, we started production of complete seats for the Mercedes V- Class, Mercedes Vito in Spain, the third generation of Renault Trafic and the new Nissan Primastar in France and the BMW Series 2 Active Tourer in the Czech Republic. In Poland, we commenced production of new seats frames to equip several car models for Volkswagen based on the MVS G2 platform. In Asia, we started to produce complete seats for Peugeot 308 and 2008 in China. The production of new CMF-1 seat frames for the Renault-Nissan group has been extended to South Korea.

57 Faurecia Emissions Control Technologies

R&D and Design and Development Total Sales Product Sales* Employees Sites Countries Centres €6,747.4 million €3,433.0 million 21,445 77 27 7

* Excluding catalytic converter monoliths sales.

The Faurecia Emissions Control Technologies total sales increased by 6.3% on a reported basis and 2.9% on a like-for-like basis to €6,747.4 million in 2014. Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 2.4% on a reported basis and 4.7% on a like-for-like basis to €3,433.0 million in 2014, compared to €3,351.7 million in 2013.

The following table sets forth Faurecia Emissions Control Technologies’ product sales for the year ended 31 December 2014 and the percentage change compared to the year ended 31 December 2013 on a reported basis and on a like-for-like basis.

Change (reported, Change (like-for-like, Region 2014 year-on-year 2014) year-on-year 2014) Europe ...... €1,109.1 million 1.2% 3.0% North America ...... €1,148.5 million 0.9% 1.9% South America ...... €162.4 million (24.8)% (12.2)% Asia ...... €919.6 million 14.0% 14.7%

In Europe, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 1.2% year-on-year on a reported basis and 3.0% on a like-for-like basis to €1,109.1 million in 2014.

In North America, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 0.9% year-on-year on a reported basis and 1.9% on a like-for-like basis to €1,148.5 million in 2014.

In South America, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) decreased by 24.8% year-on-year on a reported basis and 12.1% on a like-for-like basis to €162.4 million in 2014.

In Asia, Faurecia Emissions Control Technologies product sales (excluding sales of catalytic converter monoliths) increased by 14.0% year-on-year on a reported basis and 14.7% on a like-for-like basis to €919.6 million in 2014.

Our Faurecia Emissions Control Technologies business group has maintained its production activity levels with more than a 100 programmes launched in 2014.

In Europe, we reinforced our presence through our plant called Togliatti, which produces cold end parts of various vehicles. We also started production programmes at our plants in Beaulieu and Mesei (France) including for the Freelander, produced by Jaguar Land Rover and for the Audi Q7 at our Hungarian plant of Jasza.

In Asia, we maintained our market position with 35 launches, alongside the opening of new sites and plants such as Tanjung Malim in Malaysia to start our first Volkswagen programme and Changsha in China for the SVW programme.

We are working in close cooperation with automakers on some of their key models by providing the exhaust systems for Ford Mustang, Dodge Charger, Challenger and Peugeot 308. We also started production assembly lines for car engines of the PG26 Volkswagen platform (including the Polo, Fabia, A1, Fox, Ibiza and Rapid) in our plants in Orcoyen (Spain), Pisek (Czech Republic) and Port Elizabeth (South Africa).

We supply the required equipment for global platforms of some of our clients, including Ford Everest in Thailand and both Ford Edge and Kuga in North America, in Europe and in China. We also work alongside Hyundai with the launch of exhaust systems for its engines 2,01 and 2,21 in South Korea and North America, and for its engines 1,01, 1,21 and 1,41 in India and Turkey.

58 Our global platform also enabled us to start production for a series of new regional clients of emission control systems including the Chinese automaker Chery, GACC and Chang’an as well as the complete systems for automakers including Geely, Greatwall and SAIC. In 2014, we increased our market share for commercial vehicles by supplying depollution systems in compliance with FT4 norms to our clients John Deere, Navistar, Ventura and Vanguard in North America. We also contributed to serial productions for 10 programmes in our Beijing plant for our clients FAW and Hino and the programmes ZhuQue and Dragon. To sustain this growth, we extended the production of our Port Elizabeth’s plant in South Africa to include the production of emissions solutions products.

We confirmed our market share with the award of 95 new programmes. We are a leader in nitrogen oxide reduction particulate filters for gasoline diesel engine and heat recovery to reduce CO2 emission. For instance, we are providing noise reduction equipment in exhaust systems for the new Mercedes Benz S-Class.

Faurecia Interior Systems

R&D and Design and Development Total Sales Product Sales Headcount Sites Countries Centres €4,709.3 million €3,996.5 million 32,817 85 23 27

Faurecia Interior Systems total sales increased by 3.3% year-on-year on a reported basis and 5.0% on a like-for-like basis to €4,709.3 million in 2014. Faurecia Interior Systems product sales increased by 5.4% on a reported basis and 7.1% on a like-for-like basis to €3,996.5 million in 2014, compared to €3,793.2 million in 2013.

The following table sets forth Faurecia Interior Systems’ product sales for the year ended 31 December 2014 and the percentage change compared to the year ended 31 December 2013 on a reported basis and on a like-for-like basis.

Change (reported, Change (like-for-like, Region 2014 year-on-year 2014) year-on-year 2014) Europe ...... €2,442.6 million 14.6% 15.3% North America ...... €1,066.2 million (10.9)% (9.3)% South America ...... €165.6 million (29.0)% (17.8)% Asia ...... €275.0 million 44.9% 46.7%

In Europe, Faurecia Interior Systems product sales increased by 14.6% year-on-year on a reported basis and 15.3% on a like-for-like basis to €2,442.6 million in 2014.

In North America, Faurecia Interior Systems product sales decreased by 10.9% year-on-year on a reported basis and 9.3% on a like-for-like basis to €1,066.2 million in 2014.

In South America, Faurecia Interior Systems product sales decreased by 29.0% year-on-year on a reported basis and 17.8% on a like-for-like basis to €165.6 million in 2014.

In Asia, Faurecia Interior Systems product sales increased by 44.9% year-on-year on a reported basis and 46.7% on a like-for-like basis to €275.0 million in 2014.

In 2014, in Europe we started a series of productions of various parts of the instrument panel, the cockpit and the door panel of Mercedes Benz S-Class; the instrument panel of Volkswagen Passat; the trunk slab of the Mercedes Benz C Class; the instrument panel, door panel, console and glove compartment of the new Renault Espace and the instrument panel and door panels of the Mercedes Benz Vito and the Viano. In North America, we started production of the door panel for the BMW X5 but also of the instrument panel, door panel and console for the Ford F 150 and Ford Mustang. In Asia, we started the production of instrument panels for the Citroen DS6.

In 2014, in Europe, we started the production in the Romanian plant of Mioveni of the interior equipment for the following automakers: Volvo (XC60/S60), Land Rover (Range Rover) and Ford (Focus). In Asia, our plant in Chengdu also started production to supply interior equipment to Volvo and Geely.

59 We also widened the range of products manufactured in two of our plants in Brazil: in Porto Real with the production of instrument panels for the Peugeot 208 and door panels for the Nissan Micra and Versa; and in Dias D’Avila with the production of instrument panels, door panels and consoles for the Ford Ka. In China, our joint- ventures CSM Faurecia Automotive Parts Co. Ltd., Changchun Faurecia Xuyang Interior Systems Co. Ltd., Changchun Xuyang Faurecia Acoustics & Soft Trim Co. Ltd., Xuyang and Chang’an are now fully operational with split responsibilities in terms of engineering and the ability to support all our projects, including the DS type with the 100% leather model.

Faurecia Automotive Exteriors

R&D and Design and Development Total Sales Product Sales Employees Sites Countries Centres €2,063.1 million €1,720.9 million 8,057 32 9 9

The Faurecia Automotive Exteriors business group total sales increased by 8.6% year-on-year on a reported basis and 9.1% on a like-for-like basis to €2,063.1 million in 2014. Faurecia Automotive Exteriors product sales increased by 3.8% year-on-year on a reported basis and 4.3% on a like-for-like basis to €1,720.9 million in 2014, compared to €1,657.4 million in 2013.

We acquired Plastal Germany and Plastal Spain in 2010, followed by Plastal France and Sora Composites in 2012 and we have continued our development policy by launching new products and making new investments in different regions.

In Western Europe, stable market conditions enabled us to fully allocate our resources in Germany and Spain. In Spain, our large production capability will enable us to benefit fully from the currently changing volumes of production by automakers.

We continue to reduce our exposure to Europe by increasing our international presence, in particular in South America and China. This evolution is relying on production processes via the modular and flexible design of Newtech paint lines, enabling markedly different high quality products and services, combined with optimised economic performance, to be introduced to these growth areas.

We decided in 2012 to become a key manufacturer in the sector of composites by setting up Faurecia Automotive Composites, following our acquisition of Sora Composites, aimed at developing innovative solutions leading to reduced weight of car models. As a result of this initiative, we were awarded various contracts for mass produced car models in 2013. In 2014, we received several orders for composite tailgates by two major clients in Europe and we gained new orders for exterior equipment in Europe with the PSA Peugeot Citroën group (Berlingo / Partner, 2008, DS3), Ford (Kuga, Fiesta), Volkwagen (Tiguan, Touran R-Line), Audi (A5), Daimler (Class S), BMW (Series-3 GT), but also in Brazil with FCA and in China with FAW.

In 2014, we launched 29 new programmes, in particular in Europe for the Mercedes Benz S-Class Coupé, Smart Fortwo, Porsche Boxster and Cayman GTS, Audi A1 and A6-A7, Ford Mondeo, VW Golf 7 and Polo, Citroën C4-Cactus, Opel Adam X-Air, and in South America with the PSA Peugeot Citroën group Berlingo / Partner.

60 Operating Expenses Our total operating expenses amounted to €18,155.6 million in 2014, compared to €17,490.3 million in 2013, an increase that reflected both internal and external growth, which was partially offset by an improvement in margins (as discussed below). Cost of sales represented 95.1% of our total operating expenses in 2014 and 95.1% in 2013. Our total operating expenses can be divided by type of expense as follows:

For the year ended 31 December (in € millions) 2013 2014 Purchases consumed ...... (12,383.6) (12,711.8) External costs ...... (1,682.9) (1,776.4) Personnel costs ...... (3,239.8) (3,383.2) Taxes other than on income ...... (48.7) (48.6) Other income and expenses ...... 353.7 349.2 Of which production taken into inventory or capitalised production ...... 319.2 288.0 Depreciation, amortisation and provisions for impairment in value of non-current assets ...... (532.0) (559.0) Charges to and reversals of other provisions ...... 43.0 (25.8) Total Operating Expenses ...... (17,490.3) (18,155.6)

Operating Income Operating income in 2014 amounted to €673.3 million (3.6% of total sales), compared to €538.3 million in 2013 (3.0% of total sales).

The €135.0 million increase in operating income over the full-year 2014 compared to 2013 was attributable to the following factors: • Europe: the increase in sales led to an increase in operating income of €110.7 million, with operating income accounting for 3.6% of total sales; • North America: the decrease in sales for the year 2014 led to a decrease in operating income of €20.6 million, with operating income accounting for 1.7% of total sales, down slightly compared to 2.1% in 2013; • South America: the decrease in sales of 10.3% on a like-for- like basis and a difficult economic and financial environment led to a decrease in operating income of €21.5 million, resulting in an operating loss of €49.4 million in 2014; • Asia: the increased activities in the region led to an additional €58.3 million of operating income and operating income amounted to €268.4 million in 2014, or 8.9% of our total sales, compared to €210.1 million in 2013, or 8.3% of our total sales; and • Other countries: primarily in South Africa, operating income increased by €8.0 million.

The trend for individual business segments was as follows: • Faurecia Automotive Seating: operating income in 2014 was €234.1 million (4.4% of total sales) compared to €217.4 million in 2013 (4.2% of total sales); • Faurecia Emissions Control Technologies: operating income in 2014 was €256.6 million (3.8% of total sales) compared to €199.0 million in 2013 (3.1% of total sales); • Faurecia Interior Systems: operating income in 2014 was €128.9 million (2.7% of total sales) compared to €84.0 million in 2013 (1.8% of total sales); and • Faurecia Automotive Exteriors: operating income in 2014 was €53.7 million (2.6% of total sales) compared to €37.9 million in 2013 (2.0% of total sales).

Research and Development Costs Gross expenditures for R&D in 2014 were €955.9 million, or 5.1% of total sales, compared to €916.5 million, or 5.1% of total sales in 2013. The portion of R&D expenditure capitalised under IFRS amounted to €317.0 million

61 in 2014, representing 33.2% of total R&D expenditure in 2014, compared to €258.4 million in 2013, represented 28.2% of total R&D expenditure in 2013. Sales which were previously billed as product sales in 2013 have now been integrated as sales of R&D in 2014 for an amount of €37.6 million, this amount hence reduces the net R&D cost.

Taken together, these items resulted in a net R&D cost of €235.5 million in 2014, compared to €254.0 million in 2013.

Selling and Administrative Expenses Selling and administrative expenses amounted to €648.3 million in 2014 (3.4% of total sales), compared with €600.2 million (3.3% of total sales) in 2013. This increase was due to the reinforcement of our management and operating structure across all regions and business groups.

EBITDA EBITDA (which represents operating income before depreciation, amortisation and provisions for impairment of property, plant and equipment and capitalised R&D expenditures) amounted to €1,228.9 million (6.5% of total sales) in 2014, compared to €1,070.3 million (5.9% of total sales) in 2013. EBITDA for Faurecia Automotive Exteriors in 2013 was €88.9 million.

Other Income Statement Items Other income and expenses. Other income and expenses amounted to €86.5 million in 2014 compared to €106.8 million in 2013. This item included €76.7 million in restructuring charges compared to €91.3 million in 2013. These costs mainly related to the restructuring of our operations in Germany (€29.3 million), France (€17.7 million), Russia (€8.7 million), Spain (€3.5 million), North America (€11.8 million), South America (€6.0 million) and other countries (for a net income of €0.3 million). These charges stemmed from restructuring plans implemented with a view to bringing costs in line with new market realities. These costs include expenses relating to downsizing by 1,781 employees.

Finance costs. Financial income totalled €8.0 million compared to €9.0 million in 2013. Finance costs totalled €191.1 million in 2014 compared to €196.9 million in 2013. The 2014 finance costs included €16.4 million which corresponds to the amount of premium to be paid in connection with the redemption of the 2019 Notes and was accrued at the time as a result of the announcement of our intention to exercise this redemption. The 2019 Notes were redeemed on 17 April 2015. The weighted average interest rate on financial liabilities fell from 6.1% in 2013 to 5.4% in 2014.

Other financial income and expenses. Other financial income and expenses resulted in a net expense of €60.5 million (compared to €46.4 million in 2013). This includes €9.1 million from discounting pension liabilities, €12.1 million of fees for syndicated debt (of which, €8.6 million is related to the amortisation of fees relating to the early reimbursement of a syndicated credit at the end of 2014), €14.0 million linked to the amortisation of borrowing costs and €15.3 million of translation differences on borrowings, mainly from the rouble.

The tax expense in 2014 amounted to €115.1 million, compared to €64.7 million in 2013, representing an average tax rate of 33.5% compared to 32.8% in 2013. The increase in tax expense was attributable to lower recognition of tax assets in 2014 compared to 2013 and a higher value of taxable income.

The share of net income of associates totalled €0.8 million, compared to €14.0 million in 2013. The difference stemmed largely from lower volumes in certain joint-ventures.

Net Income Net income for 2014 totalled €165.7 million, compared to €87.6 million in 2013, net of net income attributable to minority interests (totalling €63.2 million in 2014 and mainly consisting of net income accruing to investors in Chinese companies in which we are not the sole shareholder).

62 LIQUIDITY AND CAPITAL RESOURCES The following table sets forth certain information derived from our consolidated cash flow statements for the periods indicated.

Pre-IFRS 5 application Post-IFRS 5 application For the year ended 31 December 2014 (in € millions) 2013 2014 restated(*) 2015 Operating income ...... 538.3 673.3 595.4 830.0 Depreciation and amortisations of assets ...... 532.0 555.6 505.7 611.8 EBITDA ...... 1,070.3 1,228.9 1,101.1 1,441.8 Change in working capital requirement ...... 364.4 263.2 208.9 153.0 Cash flows provided by operating activities ...... 927.4 1,037.4 1,037.4 1,249.2 Cash flows provided by investing activities ...... (822.9) (870.0) (870.0) (1,002.7) Cash provided (used) by operating and investing activities ...... 104.5 167.4 167.4 246.5 Issuance of debt securities and increase in other financial liabilities ...... 473.0 296.2 322.0 933.1 Repayment of debt and other financial liabilities ...... (398.4) (138.4) (135.8) (1,195.0) Net cash provided by (used in) financing activities ...... 37.7 106.2 106.2 -348.3 Impact of exchange rate changes on cash and cash equivalents ...... (27.7) 41.5 41.5 20.7 Net flows from discontinued operations ...... (40.7) — 0.0 -3.3 Net increase (decrease) in cash and cash equivalents ...... 73.8 315.1 315.1 -84.4 Cash and cash equivalents at the beginning of the year .... 628.0 701.8 701.8 1,016.9 Cash and cash equivalents at end of the year ...... 701.8 1,016.9 1,016.9 932.5

In addition to our consolidated cash flow statement, we analyse variations in cash flow by reference to changes in our net debt, excluding changes in net debt from acquisitions, variation in factoring levels (which results in derecognition of receivables), the impact of foreign exchange variations on outstanding debt, and dividend payments. We refer to the remaining variation as our “net cash flow”, a non-IFRS measure. Net cash flow represents all cash flows after adjustment for changes in working capital requirements, investments (property, plant and equipment and capitalised R&D), finance costs, costs related to restructuring, tax and other operating items but before our management decisions on acquisitions (including equity investments).

The principal operational components of our net cash flow include: • EBITDA; • changes in working capital, net of receivables sold and derecognised in securitisation transactions; • cash flow used for restructuring, generally equal to restructuring costs as recorded in the income statement, adjusted for accruals of new restructuring reserves; • capital expenditures, net of changes in payables and receivables related to capital expenditures; and • changes in capitalised R&D costs.

In addition to these operational components, we analyse certain non-operational components at the Group level, including cash net financial expense, and cash tax charges, generally equal to the current tax charge as indicated in the income statement adjusted for variations in tax reserves.

Financial structure and net debt 2015 Sources of Funds in 2015 Net cash flow corresponds to cash provided by operating and investing activities, restated for the acquisitions of investments and business (€30.9 million) and other changes in investing activities (€27.3 million).

In relation to the net cash flow in 2015: • EBITDA amounted to €1,441.8 million in 2015 compared to €1,101.1 million in 2014;

63 • a negative change in net working capital, including receivables factoring, of €153.0 million in 2015 compared to €208.9 million in 2014, due to a €112.3 million decrease in production inventory, a €74.3 million decrease in trade receivables, and a €263.7 million increase in trade payables. Trade payables represented 20.3% of our cost of sales in 2015, compared to 21.4 % of our cost of sales in 2014; • restructuring represented cash outflows of €77.0 million compared to €90.2 million in 2014; • financial costs represented cash outflows of €208.0 million compared €175.6 million in 2014; • capitalised development costs represented cash outflows of €308.9 million compared to €314.1 million in 2014. The percentage of total capitalised R&D expenditure amounted to 33.0% of total R&D costs in 2015 compared to 35.7% in 2014; and • income taxes represented cash outflows of €219.1 million compared to €127.9 million in 2014.

Uses of Funds in 2015 For the 2015 financial year, the other items contributing to changes in our net debt were: • the acquisition of new companies and investments in unconsolidated companies represented €30.9 million in net cash outflows; • dividends paid to minority shareholders represented €64.5 million in cash outflows compared to €49.8 million in 2014; and • a positive foreign exchange effect of €20.7 million compared to a positive foreign exchange effect of €41.5 million in 2014.

Net debt amounted to €945.8 million as at 31 December 2015, compared to €1,387.6 million as at 31 December 2014.

Our shareholders’ equity increased from €1,723.0 million as at 31 December 2014 to €2,397.6 million as at 31 December 2015, mainly driven by net income for the year.

The main elements of our long-term debt as at 31 December 2015 are the Senior Credit Facility (€1,200 million), which was not drawn upon as at 31 December 2015, the 2016 Notes (€490 million) and the 2022 Notes (€700 million). Upon completion of the offering of the Notes we will in addition have €700 million of long-term debt under the Notes and we will redeem the 2016 Notes with the proceeds of such offering.

Financial structure and net debt 2014 The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5. Sources of Funds in 2014 Net cash flow (excluding net flows from discontinued operations) corresponds to cash provided by operating and investing activities, restated for the acquisitions of investments and business (€33.3 million) and changes in other investing activities and non-current assets (€15.4 million). We had a net positive balance of €216.1 million in 2014, compared to a net positive balance of €143.6 million in 2013.

The €216.1 million of net positive balance in 2014 was attributable to the following: • EBITDA amounted to €1,228.9 million in 2014 compared to €1,070.3 million in 2013; • a positive change in net working capital, including receivables factoring, of €263.2 million in 2014 compared to €364.4 million in 2013, due to a €77.9 million decrease in production inventory, a €87.8 million decrease in trade receivables (including a €356.8 million increase in factoring due to a higher volume of annual sales than in 2013), and a €120.2 million increase in trade payables. Trade payables represented 19.2% of our cost of sales in 2014, compared to 18.4% and 17.2% of our cost of sales in 2013 and 2012, respectively; • restructuring represented cash outflows of €95.5 million compared to €122.6 million in 2013; • financial costs represented cash outflows of €180.2 million compared €187.5 million in 2013;

64 • capital expenditures and increases in intangible assets represented cash outflows of €521.0 million compared €522.6 million in 2013; • capitalised development costs represented cash outflows of €321.6 million compared to €265.0 million in 2013. The percentage of total capitalised R&D expenditure reached 33.2% in 2014 compared to 28.2% in 2013; • income taxes represented cash outflows of €154.9 million compared to €134.3 million in 2013; and • finally, other cash flow items represented cash outflows of €3.0 million, compared to €59.0 million in outflows in 2013.

Uses of Funds in 2014 For the 2014 financial year, the other items contributing to changes in our net debt were: • the acquisition of new companies and investments in unconsolidated companies represented €33.3 million in net cash outflows; • dividends paid to minority shareholders represented €49.8 million in cash outflows compared to €47.9 million in 2013; • a positive foreign exchange effect of €41.5 million compared to a negative foreign exchange effect of €27.7 million in 2013.

The main elements of our long term debt as at 31 December 2014 are the new syndicated credit facility of €1,200 million signed on 15 December 2014 (which is scheduled to mature in December 2019), which was not drawn upon as at 31 December 2014, the €490 million of bonds with maturity in December 2016, the €250 million of convertible bonds with maturity 1 January 2018 and the €250 million of bonds which mature in June 2019, for which we had initially announced our intention to exercise our right to reimburse in June 2015.

Contractual commitments The following tables set forth our outstanding off-balance sheet contractual commitments as at 31 December 2015, as well as the schedule of lease payments due as at each date.

As at the year ended (in € millions) 31 December 2015 Future minimum lease payments under operating leases ...... 433.6 Debt collateral: Mortgages ...... 5.6 Other debt guarantees ...... 65.7 Firm orders for property, plant and equipment and intangible assets ...... 105.2 Other ...... 2.2 Total ...... 612.3

Future minimum lease payments under operating leases are divided as follows:

As at the year ended (in € millions) 31 December 2015 2016 ...... 107.7 2017 ...... 86.8 2018 ...... 73.7 2019 ...... 60.8 2020 and later ...... 184.4 Total ...... 513.4

Capital expenditure and capitalised development costs Our capital expenditure is incurred primarily in connection with the acquisition or construction of new plants, or with the acquisition of tooling and equipment for new or existing plants. We analyse our capital expenditure on a gross basis and adjust capital expenditures for the changes in investment-related receivables and payables.

65 We also incur development costs linked to programmes, which we expect to recover through per-vehicle charges over the life of a car model as part of the purchase price of the equipment that we sell. See “Significant Factors Affecting the Group’s Results of Operations—R&D”.

The following table sets forth our capital expenditure, on a gross and a net basis, as well as our capitalised development costs, for the periods indicated.

Pre-IFRS 5 Post-IFRS 5 application application As at the year ended 31 December 2014 (in € millions) 2013 2014 restated(*) 2015 Capital expenditure(1) ...... 518.0 519.2 474.7 620.8 Additional intangible assets ...... 4.6 1.8 1.3 1.9 Total capital expenditure ...... 522.6 521.0 476 622.7 Capitalised development costs ...... 265.0 321.6 314.1 308.9

(*) Restated to reflect the application of IFRS 5 as a result of the proposed sale of Faurecia Automotive Exteriors. For further information, see “Presentation of Financial and Other Information—Restatements”. (1) Capital expenditure represents additions to property, plant and equipment. Certain plant tooling and specific tooling is produced or purchased exclusively for the purpose of manufacturing parts or modules for customer orders. Such tools and equipment investments may be either not sold to the customer, or paid for by the customer incrementally on delivery of each part, without the customer guaranteeing full financing of the costs incurred. In accordance with IAS 16: Property, Plant and Equipment, this tooling is capitalised on the balance sheet as property, plant and equipment and is depreciated to match the quantities of parts delivered to the customer over a maximum of three years, in line with the rate at which models are replaced.

The implementation of a selective sales policy, combining growth and cash generation, translated into capital expenditures, which amounted to €522.6 million in 2013 (before the application of IFRS 5), remained stable at €521.0 million in 2014 (before the application of IFRS 5) and increased from €476 million in 2014 to €622.7 million in 2015 (in each case after the application of IFRS 5).

Capitalised development costs increased from €265.0 million in 2013 to €321.6 million in 2014 (in each case prior to the application of IFRS 5) and remained stable between 2014 (€314.1 million) and 2015 (€308.9 million) (in each case after the application of IFRS 5). The €56.6 million increase between 2013 and 2014 (before the application of IFRS 5) was due to programmes acquired in 2013 and to the fact that after review of commercial practices, an additional €20.0 million of 2014 development costs were considered eligible to be capitalised.

The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5. The following table sets forth our capital expenditure (which represents additions to property, plant and equipment) in all our geographic regions in 2015.

Other European North South Other (in € millions) France Germany Countries America America Asia Countries Total Capital Expenditure ...... 116.5 61.9 156.0 154.5 20.2 159.3 9.3 677.5

We expect in the coming year an increase in annual capital expenditure as we increase our production capacity, mainly outside Europe. We may incur capital expenditures in connection with the introduction of new technologies, although the amount will depend on whether these technologies can be successfully developed and in a certain timeframe.

66 Working capital The trend in our working capital requirements over the past several years has largely reflected trends in our business. We analyse our working capital requirements after adjusting for sales of derecognised trade receivables under our non-recourse factoring program.

Pre-IFRS 5 Post-IFRS 5 application application For the year ended 31 December 2014 (in € millions) 2013 2014 restated(*) 2015 Change in inventories ...... (79.4) 77.9 20.3 (112.3) Change in trade accounts receivable ...... (44.0) 87.8 85.1 (74.3) Change in trade payables ...... 395.8 120.2 152.2 263.7 Change in other operating receivables and payables(1) ...... 74.4 (4.8) (36.9) 73.9 Change in other receivables and payables(2) ...... 17.6 (17.9) (11.8) 2.0 Change in working capital requirements ...... 364.4 263.2 208.9 153.0

(*) Restated to reflect the application of IFRS 5 as a result of the proposed sale of Faurecia Automotive Exteriors. For further information, see “Presentation of Financial and Other Information—Restatements”. (1) Represents primarily the change in VAT and other tax receivables. (2) Represents primarily the change in prepaid income and expenses, current taxes and amounts due to suppliers of non-current assets.

Short-term debt, net debt and cash Our short-term debt and cash and cash equivalents include significant amounts of cash balances that we collect in respect of receivables that we have sold and derecognised under our non-recourse factoring program. Our obligation to deliver cash to the owner of the receivables is treated as short-term debt. The proportion of our short-term debt represented by these amounts typically represents between one third and one half of our total consolidated short-term debt. As at 31 December 2015, we had €310.2 million of short-term borrowings (including overdrafts).

Our net debt as at 31 December 2015 was €945.8 million, reflecting total gross debt of €1,885.1 million and net cash and cash equivalents of €932.5 million (excluding net financial liabilities linked to assets held for sales). In addition to the cash balances held in respect of servicing of derecognised receivables (described above), our subsidiaries tend to hold significant amounts of cash to fund working capital requirements and capital expenditure, particularly in jurisdictions where it would be disadvantageous from a tax perspective to distribute the cash and subsequently to receive funding from the parent company.

Dividend payment policy We pay dividends in line with the practices of other similar companies, based on our results for the year. In light of our performance, the Board of Directors has announced that at the next annual shareholder meeting, to be held on 27 May 2016, it would propose the payment of a dividend of 0.65 euro cents per share, an increase of 85.7% compared to our 2015 dividend.

Market risk Currency risks relating to the commercial transactions of our subsidiaries are managed centrally using forward purchase and sale contracts and options as well as foreign currency financing. We manage the hedging of interest rate risks on a central basis, through our 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. Our principal accounting policies are set out in note 1 to our audited consolidated financial statements for the year ended 31 December 2015 and a discussion of hedging interest rate and currency risks is set out in note 30 to our audited consolidated financial statements for the year ended 31 December 2015.

67 Interest rate risk The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5 Taking into account the impact of interest rate hedges, 28.1% of our borrowings were at variable rates as at 31 December 2015, compared with 52.0% as at 31 December 2014. Variable rate financial debt mainly relates to the €1,200 million Senior Credit Facility maturing December 2014 and maturing in December 2019, as well as short-term debt. The main components of fixed-rate debt as at 31 December 2015 are: • bonds maturing in December 2016 with a principal amount of €490.0 million (which will be redeemed with the proceeds from the offering of the Notes); • bonds maturing in June 2022, with a principal amount of €700.0 million; and • Pro forma for the effect of the offering of the Notes, we will in addition have €700.0 million of bonds maturing in June 2023.

We manage the hedging of interest rate risks on a central basis. The management of this risk is implemented through our 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.

We engage in derivatives transactions in order to hedge against the impact of short-term rate changes on earnings, as a significant part of our borrowings are at variable rates; these hedging transactions may entail counterparty risk. The hedges arranged comprise mainly euro denominated interest rate swaps. These hedges cover a part of the interest on variable rate borrowings, due in 2016 and 2017, against a rise in rates. Our interest rate position based on the nature of the instruments used and the sensitivity of interest expense to short-term rates are disclosed in note 30.2 to our audited consolidated financial statements for the year ended 31 December 2015. Since part of our borrowings are at variable rates, a rise in short-term rates would impact our financial expenses. A 100 basis points increase in average interest rates compared to the rate curve as at 31 December 2015 shows that the effect on financial expense (before taxes) would not be significant, taking into account the profile of our borrowings and derivatives in place as at 31 December 2015.

Currency risk The following discussion presents information which has not been adjusted or restated, as applicable, to reflect the application of IFRS 5 We are also exposed to risks arising from fluctuations in the exchange rates of certain currencies, particularly due to the location of some of our plants as well as the fact that certain subsidiaries purchase raw materials and other supplies or sell their products in a currency other than their functional currency. The sensitivity of our income and equity as at 31 December 2015 to changes in exchange rates of transaction currencies used by our subsidiaries other than their functional currency (with all other variables remaining constant) are as follows:

As at 31 December 2015 Currency USD CZK CAD RUB GBP PLN ZAR (in € millions) ...... 1.09 27.02 1.51 80.67 0.73 4.26 16.95 Currency fluctuation scenario (depreciation of currency/ EUR) ...... 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Exchange rate after currency depreciation ...... 1.14 28.37 1.59 84.71 0.77 4.48 17.80 Impact on pre-tax income ...... (0.73) 0.32 0.56 1.33 0.13 0.59 (0.62) Impact on equity ...... 1.81 (2.76) 0.03 0.00 0.00 (6.67) 0.00

These impacts reflect (i) the effect on the income statement of currency fluctuations on the year-end valuation of assets and liabilities recognised on the balance sheet, net of the impact of the change in the intrinsic value of hedging instruments (both those qualifying and not qualifying as fair value hedges) and (ii) the effect on equity of the change in the intrinsic value of hedging instruments for derivatives qualifying as cash flow hedges.

Currency risks relating to the commercial transactions of our subsidiaries are managed centrally using forward purchase and sale contracts and options as well as foreign currency financing. Hedging decisions are made by a market risk management committee that meets on a monthly basis. Currency risks on forecast transactions are

68 hedged on the basis of estimated cash flows determined in forecasts validated by general management; these forecasts are updated on a regular basis. The related derivatives are classified as cash flow hedges when there is a hedging relationship that satisfies the IAS 39 criteria. Our subsidiaries with a functional currency different from the euro are granted inter-company loans in their operating currencies. Although these loans are refinanced in euros and eliminated in consolidation, they contribute to our currency risk exposure and are therefore hedged through swaps. Details of net balance sheet positions and hedges by currency are provided in note 30.1 to our audited consolidated financial statements for the year ended 31 December 2015. Our hedging policy implemented may not prove effective in mitigating our foreign exchange risk and may create additional risks for us, such as counterparty risks.

69 BUSINESS

The following discussion and analysis contains certain information from our 2015 Financial Statements which have not been adjusted to reflect the application of IFRS 5 and certain corresponding figures as at and for the year ended 31 December 2014 have not been restated including: financial information by operating segment and geographic region contained in note 4.2 (Key Figures by Operating Segment) and note 4.4 (Key Figures by Geographic Region) to our 2015 Financial Statements; (unless otherwise stated) product sales; and operating margin by operating segment and by region. For more information, see “Presentation of Financial and Other Information—Restatements—Restatement of comparative figures as at and for the year ended 31 December 2014”.

Our products won numerous awards and accolades in 2015 and 2016. Among others, we received the following awards: • Two “Automotive INNOVATIONS” Awards in 2015 from the Centre of Automotive Management during the 2015 German Automotive Brand Contest (ABC) for our innovative strength in the field of automotive interiors: our lightweight concept “Less is More”, first introduced at the 2014 Paris Motor Show, won in the category “Concepts”; and our automatic rear-seat folding system, on board the new Renault Espace, won in the category “Parts & Accessories”;

70 • The Mercedes Benz S-Class, the Audi A1 and the Audi Q3, 3 car models equipped by us, were respectively recognised “best luxury car”, “best city car” and “best compact SUV” for 2015 by the readers of the prestigious German magazine Auto und Sport; • The Volkswagen Passat equipped by us, was recognised as European “Car of the year” 2015 at the Geneva International Motor Show; • American car magazine “Ward’s Auto World” distinguished the Mercedes-Benz S-Class for its outstanding interior; • Our Active Glove Box equipping the 2015 Ford Mustang won 2 awards; • Flaxpreg™ flax fibre-based composite material wins JEC Europe 2015 Innovation Award in the semi- products category; • “2015 L.E.A.D.E.R. award” from Automotive News Europe / AIC for innovations in weight reduction and energy efficiency; • Two Faurecia-equipped vehicles, the S-Class Coupé and Citroën C-4 Cactus, were awarded World Cars of the Year in the NY Auto Show 2015; • “Concept Interior Innovation of the Year” award at Automotive Interiors Expo 2015; • Seating and emissions control technologies named finalists for the 2016 Automotive News PACE award; • “JEC World 2016 Innovation Award” for our innovative manufacturing process of composite parts; and • “Top Employer 2016” in France, Germany and the U.S.A. by Top Employers Institute – an international certification organisation based in the Netherlands since 1991.

This enables us to maintain very close relationships and to be strategic suppliers to many of our customers, such as: • being part of the 44 suppliers selected by Volkswagen in 2015 as strategic partners, in their FAST (“Future Automotive Supply Tracks”) corporate initiative; • being part of Ford’s Allied Business Framework since 2009; • being one of Renault-Nissan’s “Alliance Growth Partners” since 2012; • being recognized “Best supplier” at the 2015 PSA supplier awards; and • being ranked 2nd in the Jaguar Land Rover Supplier League in 2015.

Geographical Presence Our four principal markets include Europe, North America, Asia and South America. Outside of these regions, our sales were mainly recorded in South Africa. The following table shows a breakdown of our total sales in 2015 by geographic region (in each case prior to the application of IFRS 5).

2015 Total Sales by Region Rest of the World and North South Other (in € millions) Europe America Asia America countries Total Sales ...... 11,256.3 5,543.6 3,101.9 551.3 238.8 20,691.9 Percentage of Total Sales ...... 54.4% 26.8% 15.0% 2.7% 1.2% 100%

71 Our Competitive Strengths Leading market positions in our core business groups Based on our estimates, we have leading market positions in each of our three current core business groups. In 2015, we estimated that we were, globally, leading supplier of frames and mechanisms for seats, number 3 supplier of complete seats, leading supplier of emissions control technologies and number 2 supplier of interior systems. In 2015, our business groups achieved the following results (in each case prior to the application of IFRS 5): • Faurecia Automotive Seating’s total sales reached €6,188.2 million (30% of total revenue) employing 37,400 employees. We believe that in 2015 we had a 13% global market share by value for frames and mechanisms and 13% by value for complete seats; • Faurecia Emissions Control Technologies’ total sales (including monoliths for catalytic converters) reached €7,450.0 million (36% of total revenue), employing 21,200 employees. We believe that in 2015 we had a 27% global market share by value (excluding monoliths, which are components containing precious metals used in catalytic converters for exhaust systems) for light vehicles; and • Faurecia Interior Systems’ total sales reached €5,018.6 million (24% of total revenue), employing 33,600 employees. We believe that in 2015 we had a 14% global market share by value.

72 Product sales by region Product sales by region (2015, before application of IFRS 5) (2015, after application of IFRS 5)

Rest of the Rest of the World World 1.1% 1.2% Asia Asia 14.9% 16.7%

South America 2.8% South America 2.9%

Europe Europe 49.1% 53.7%

North America North America 27.6% 30.1%

Renault Daimler 6.7% 6.9% Nissan 6.0% BMW 6.3% Ford BMW 16.7% 6.0% Ford 15.9% GM 8.3% Daimler 7.1% Renault- PSA GM PSA Nissan 13.3% 7.6% 13.3% 13.4%

Product sales by business group (2015, before application of IFRS 5) Automotive Exteriors 11.4%

Automotive Seating 36.5%

Interior Systems 27.9%

Emissions Control Technologies 24.1%

We benefit from a global customer base, comprising primarily German (36% of our product sales in 2015), American (28% of our product sales in 2015) and Asian (9% of our product sales in 2015) customers (in each case prior to the application of IFRS 5). The classification of customers is based on the nationality of their parent company, except for Chrysler, which has been classified as an American customer. Whereas Japanese and South Korean automakers tend to use their own network of suppliers, we managed to become a supplier to Nissan and Hyundai. In 2015, we increased our product sales to Nissan by 22.6%, to Ford by 12.0% and to Cummins by

73 10.2%, compared to 2014 (on a like-for-like basis) (in each case prior to the application of IFRS 5), further enhancing the diversification of our sales. We are present on most market segments, from entry-level models to premium and luxury cars (27% of our product sales, prior to the application of IFRS 5), which make us less vulnerable to the parameters which may affect one particular segment.

We meet our customers’ goals by achieving efficiencies through their and our global footprint. Our global footprint allows us to follow our customers around the world and to establish global programmes. An early successful example of such programme is the Ford Focus, for which we supply interior modules. Production thereof was ramped up from 13 of our production sites in 11 countries in Americas, Europe and Asia, to 7 Ford plants, in 18 months.

74 Regulatory changes, which seek to reduce the impact of automobiles on the environment, will also have a significant impact in our markets and we anticipate that this will present a significant business opportunity for us.

For example, in 2013, the European Commission adopted new average CO2 targets of 95 g/km for the automotive industry in Europe which are to take effect from the end of 2020. In China (which we believe is the world’s largest on and off highway commercial vehicles’ market) certain cities (such as Beijing, in 2013 and 2015, and Shanghai, in 2014) and provinces (such as Guangdong, in 2015) have already introduced regulations which require fuel consumption and CO2 emissions to be reduced for passenger and commercial vehicles. India is also considering implementing emissions standards by 2021 which will be equivalent to Euro-6 emissions standards.

Emissions of all combustion-related pollutants are subject to standards that, while specific to each market, are likely to impose significant reductions in emissions of CO2, pollutants and nitrogen oxides (NOx). This will present an opportunity for us to offer our customers products specifically designed to control and reduce the emission of CO2, pollutants and NOx. For example, we have: • developed an “Ammonia Storage and Delivery System” (“ASDS”), a breakthrough technology for NOx reduction, which stores ammonia in a crystalline substrate and releases it as a gas when the cartridge is heated, with a much quicker response time and weight savings of up to approximately 10 kg. Significant interest has been shown by major Chinese cities in ASDS; • developed the “SCR BlueBox”, which uses an oxidation catalyser to remove harmful carbon monoxide and unburnt fuel and a “Selective Catalytic Reduction” process to turn nitrogen oxides into nitrogen and water; • developed a strong partnership (through Faurecia Emissions Control Technologies) with a world leader in medium to heavy duty on and off road diesel engines (Cummins), to capitalize on the commercial vehicles’ market in China; • been awarded business by major Chinese engine manufacturers, Weichai and Yuchai; and • in September 2015, entered into a contract to upgrade over 300 city buses in Copenhagen with a retrofit SCR-DPF emission system that incorporates the ASDS.

75 Pioneer in technological innovations We are a pioneer in technological innovations and our global footprint and R&D capabilities enable us to capitalise on the continuously evolving consumer demands and regulatory requirements.

These partnerships and investments have led to the development of several products for each of our 3 current core business groups. For example, our Faurecia Automotive Seating business group unveiled several innovations in 2015, including the Active Wellness® seat, a seat with invisible sensors that detects whether the driver is subject to stress or sleepiness, and offers tailored therapies for relaxation or stimulation. We believe that seating will play a key role in future autonomous and connected vehicles. In November 2015, we announced a partnership with the Center for Design Research at Stanford University to study user experience in autonomous vehicles. Our Faurecia Emissions Control Technologies business group developed the “SCR BlueBox”, a device which complies with the Euro 6.2 regulation, reduces weight by between 3 to 4 kilogrammes per vehicle and therefore 0.3 to 0.4 grams of CO2 emissions per kilometre. Our Exhaust Heat Recovery System (EHRS) captures up to 60% of the heat usually wasted in the exhaust system to warm both the engine and the passenger compartment more quickly. By heating the cabin faster, the compact EHRS allows the electric motor to kick in sooner on hybrid vehicles. This reduces CO2 emissions by 3 g/km and improves fuel consumption by 7%. Our EHRS is currently fitted on a hybrid vehicle produced by an Asian manufacturer.

76 groups. Our Faurecia Automotive Seating operating margin (as a percentage of total sales) increased from 4.4% in 2014 to 4.9% in 2015. Our Faurecia Emissions Control Technologies operating margin (as a percentage of total sales) increased from 3.8% in 2014 to 4.8% in 2015. To lower costs, we continue to further standardise our equipment and production processes, as we did with the CMF-1 seat frame for the Renault- Nissan group mentioned above.

We believe that we will benefit from such strong focus on operational performance, profitability, capital expenditure and working capital management.

Experienced management and a new corporate culture Our management team and Board of Directors have significant experience in the industry. Yann Delabrière, our Chairman and Chief Executive Officer, has 26 years of experience in financial management and leadership positions in the automotive sector. The majority of the members of our Executive Committee have spent most of their careers in the automotive industry. Our management was reinforced by three new appointments to our executive committee in the first quarter of 2015, including Patrick Koller (deputy Chief Executive Officer and Chief Operating Officer since 2 February 2015), Mark Stidham (Executive Vice President for North America) and Hagen Wiesner (Executive Vice President for Faurecia Automotive Seating). This management reinforcement will increase our focus on performance and value creation, allow us to better develop talent internally and facilitate the implementation of our strategic plan.

We believe this strategy of selective resource allocation will enable us to achieve higher operating income with significant margin improvement and higher net cash flow.

77 The FAE Disposal represents an important step in balancing our business model. Faurecia Automotive Exteriors is focused primarily on Europe and is therefore exposed to European light vehicle production cycles. In addition, it is smaller than each of our core divisions and is more capital intensive. We believe that the FAE Disposal will enable us to accelerate our investment in higher value-added technologies within our core divisions and it will rebalance our geographical and customer portfolio. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Exteriors” and “Risk Factors—Risks Related to Our Operations—Our disposal of Faurecia Automotive Enterprises is subject to uncertainty”.

These joint-ventures will supply Dongfeng Hongtai and its automotive partners for passenger and commercial vehicles and when fully deployed, will cover all of our businesses.

The first step of the joint-ventures covers the development, manufacturing and delivery of automotive interior and exterior components. The joint-ventures will develop, manufacture and provide these components to Dongfeng Peugeot Citroën Automobile’s vehicle production plants in Wuhan (Hubei province) and in Chengdu (Sichuan province).

In China, certain cities (such as Beijing, in 2013 and 2015, and Shanghai, in 2014) and provinces (such as

We also intend to increase our business activity with other Asian automakers, in particular through the continuous development of our relationship with Nissan and Hyundai.

78 competitive, with lifetimes lasting beyond vehicle renewal cycles. We have developed R&D partnerships with automakers including Audi, Cummins, Ford, General Motors, Hyundai-Kia, Nissan and Volkswagen. We are currently pursuing over 70 co-innovation projects with more than 10 of our customers. We believe that few other “tier 1” suppliers have the worldwide reach and experience necessary to manage these global programmes.

Continue to develop value added technologies and maintain leadership in all business groups. We will continue to accelerate technological development in all our business groups. We will focus on new functionality and richer product content in all our business groups.

“Sustainable mobility” is our policy of focusing our research and development efforts on developing cleaner and lighter vehicles. It involves innovation in four areas: lightweight technologies, bio-materials, energy recovery and air quality. “Enhanced life on-board” represents our focus on the driving and vehicle experience. We therefore develop technology which seeks to provide personalized comfort, perceived harmony, intuitive connectivity and all-round safety.

In November 2015, we formed a partnership with Stanford University’s Center for Design Research in order to study potential behavioral changes for users of autonomous vehicles.

History and Development We have been a major automotive equipment supplier for decades. We have grown in tandem with technological and industrial advancements to reach our current position as a market leader in our three core business groups. The following are key milestones and acquisitions in our development.

1914. At Levallois-Perret to the west of Paris, Bertrand Faure opens his first workshop, making seats for Paris trams and underground trains.

1929. Bertrand Faure acquires the patent for the Epeda process, enabling the company to fine-tune its seats for the automotive industry and develop a new product: the spring mattress. Both businesses meet with significant success after the Second World War. Bertrand Faure’s clients include Renault, Peugeot, Citroën, Talbot, Panhard-Levassor, Berliet and Simca.

1987. Cycles Peugeot and Aciers & Outillages Peugeot are merged to form Ecia (Équipements et Composants pour l’Industrie Automobile), the PSA Peugeot Citroën group’s specialist automotive equipment subsidiary. Ecia then undergoes ten years of substantial industrial and geographical expansion.

1997. Ecia launches a friendly bid for Bertrand Faure, bringing its direct and indirect stake in this group to 99%. The acquisition leads to our formation in 1998 with the underlying aim of focusing on the automotive equipment business.

1999. Ecia and Bertrand Faure merge, resulting in the PSA Peugeot Citroën group holding a 52.6% stake in our company by the end of 1999. At that time, we report sales of over €4 billion, with a workforce of 32,000 employees.

79 2000. We purchase Sommer Allibert. By financing this transaction, the PSA Peugeot Citroën group raises its stake in our company to 71.5%.

2002. We acquire a 49% stake in the South Korean catalytic converter maker Daeki Industrial, number 2 in its market.

2003. We follow up these acquisitions by buying the South Korean exhaust systems company Chang Heung Precision, which holds market share of over 20%.

2005. To strengthen our South Korean operations, we raise our stake in Daeki (specializing in exhaust systems for Hyundai) to 100%.

2009. We agree to acquire Emcon Technologies, becoming the world leader in the exhaust systems market. Following completion of the all-equity deal, One Equity Partners (JP Morgan Chase & Co’s private equity arm) takes a 17.3% stake in our company (fully divested in October 2010) and the PSA Peugeot Citroën group’s interest is reduced to 57.4%. In India, we buy out joint-venture partner Tata to become the sole owner of Taco Faurecia Design Centre, which is renamed Faurecia Automotive Engineering India and becomes our development centre in India.

2010. We become the European leader in automotive exterior parts by acquiring the German activities of Plastal, and subsequently Plastal Spain. In addition, we acquire an 18.75% stake in Xuyang Group in China, which enables us to widen the range of products and services we provide.

2012. On 3 May 2012, we announce our acquisition of the Ford ACH interior components plant in Saline, Michigan (USA). On 30 August 2012, we announce the acquisition of Plastal France (Plastal SAS), a supplier of plastic body parts for Smart branded vehicles (Daimler). We acquire the automotive business of Sora Composites and sign a partnership agreement with Mitsubishi Chemical to co-develop and produce bio-plastics for the automotive industry.

2013. Our Faurecia Emissions Control Technologies business group enters into a joint-venture agreement with Suzhou PowerGreen Emission System Solution Co. Ltd, to jointly manufacture emissions control systems in Shanghai. Our Interior Systems business group also enters into a joint-venture agreement with Chinese automaker Chang’an Automobile Group, one of China’s largest automakers to produce and deliver automotive interior equipment to Ford and PSA Peugeot Citroën group for its DS premium range and also enters into a cooperation agreement with Magneti Marelli for the design, development and manufacture of advanced human-machine interface vehicle interior products. Our Faurecia Automotive Seating business group enters into an agreement to establish a joint-venture with Thailand-based equipment manufacturer Summit Auto Seats to support Ford’s growth strategy in Southeast Asia, especially in Thailand.

2014. Our Faurecia Interior Systems business group enters into a joint-venture with Interval, a major French agricultural cooperative to develop the use of natural fibre-based materials for the automotive industry, and also enters into a joint-venture with the Japanese equipment supplier Howa for the production of interior systems for the Renault-Nissan group in Mexico.

2015. On 14 December 2015, we entered into a Memorandum of Understanding for the sale of Faurecia Automotive Exteriors to Compagnie Plastic Omnium. We currently expect that the sale will be completed during 2016 but the sale remains subject to certain conditions, including filings with and approvals from antitrust authorities and the execution of a sale and purchase agreement. The sale of Faurecia Automotive Exteriors represents an important step in balancing our business model as it will enable us to accelerate our investment in higher value-added technologies within our remaining 3 divisions and it will rebalance our geographical and customer portfolio. For further information, see “Business—Our Company—Disposal of Faurecia Automotive Enterprises”.

Our Industry We operate within the global automotive equipment sector and our business growth is dependent on the trends in the global automotive market. Consumer expectations and societal changes are the two main drivers of change within such market. Regulatory change, which mirrors societal change, aims to reduce the impact of vehicles on the environment across all major automotive markets. The globalization of the automotive markets and the swift change in consumption patterns and tools, particularly in the field of electronics, have prompted automakers to look for new solutions enabling them to offer diverse, customisable and financially attractive products.

80 Since early 2010, our markets have experienced substantial growth, fuelled by a rebound of sales in Europe and North America, as well as robust growth in China and other emerging markets. We estimate that global light vehicle production increased by approximately 1.6% worldwide in 2015, with all regions of the world showing an increase, except in South America (source: IHS Automotive February 2016). Light vehicle production grew in Europe (3.8%) (excluding Russia, approximately 7.5%), remained buoyant in North America (2.7%) and continued to grow in Asia, where production increased by 2.1% (including an increase of approximately 5.4% in China). In contrast, production fell by an estimated 20.2% in South America (source: IHS Automotive February 2016). We also expect that companies such as ours will be particularly well positioned to take advantage of market growth in light of the following key industry trends.

Reducing fuel consumption, an increasingly compelling requirement

In 2013, the European Commission adopted average CO2 emission targets for the automotive industry in Europe of 95 grams per kilometre (equivalent to around 4.1 litres of petrol or 3.6 litres of diesel per 100 kilometres), by 2021, to be phased in from 2020. As the average level was estimated to be 124 grams in 2014, this target will lead automakers to drastically improve parameters such as vehicle weight. This objective will require breakthroughs in design and materials. We are already active in the various areas that help reduce vehicle weight by offering new products and new designs applicable to existing products, optimised design, and are working to develop alternative materials and new manufacturing processes.

Environmental performance Emissions of all combustion-related pollutants are subject to standards that are converging towards a drastic reduction. Reducing fuel consumption results in increased levels of pressure and higher temperatures in combustion chambers, which is damaging to the environment in terms of emissions of gas, pollutants and particulates. Direct fuel injection, increasingly widespread in gasoline engines, generates particulates that may require treatment in the exhaust system. From 2014, we have supplied the world’s first particulate filters for gasoline engines as standard equipment. For diesel engines, we expect that regulatory change will result in the widespread adoption of post-treatment in the exhaust system for such emissions by 2018. By mastering all aspects of the design and production of exhaust systems, we are able to provide systems integrating the most efficient pollutant and particulate treatment technologies.

Sustainable development and use of raw materials Materials are increasingly chosen and designed to satisfy regulatory constraints and societal expectations. From 2015, the European Commission imposed stricter requirements where the recyclability of synthetic materials such as plastics and, in the longer term, composite materials is one of the key features of the vehicle of the future. As with alternative energy sources, the development of bio-sourced resins associated with natural fiber reinforcements will ultimately allow vehicles to survive the depletion of oil resources. We are already making a contribution by developing technology strategies and innovative partnerships in these two areas. In 2013, we entered into a strategic partnership with Mitsubishi Chemicals for the development of bio-sourced resins and in 2014, with an agricultural cooperative for the development of natural fibre-based composites. Bio-materials have been part of our raw materials for over 25 years, from the initial “Lignotoc” compressed wood of the 1990s to the NafiLean (Natural Fibers for Lean Injection Design) created in 2013, and the introduction of bio-based resins in 2014 and FlaxPreg™ flax fiber reinforced composite sandwich in 2015.

Attractiveness Vehicles are becoming living spaces in which drivers and passengers expect comfort, quality and seamless connectivity with their personal and professional environments. Accordingly, while the use of wood, aluminum and leather is indispensable for interiors in the upper segments, alternative technologies can increasingly provide a premium touch in the intermediate segments. From the body to the cockpit and the seats, the products supplied by us are subject to continuous technological innovation.

Competitiveness Development cost overruns and increased diversity are the downsides of the increase in embedded equipment. The standardisation of components across production sites can help automakers offset these additional costs. By offering pre-developed generic products, rolled out globally, we are making a contribution to the strategy of streamlining costs imposed by automakers, while continuing to provide the highest level of technical performance.

81 Products We develop, manufacture and sell high-quality and highly-engineered products and we currently operate through 4 business groups: Faurecia Automotive Seating, Faurecia Emissions Control Technologies, Faurecia Interior Systems and Faurecia Automotive Exteriors. We have entered into a Memorandum of Understanding for the sale of Faurecia Automotive Exteriors, to Compagnie Plastic Omnium. For further information, see “Business—Our Company—Disposal of Faurecia Automotive Enterprises”. The following charts show our total sales and product sales in 2015 across our 4 current business groups: Total Sales by Business Group Product Sales by Business Group (2015, Total Sales = €20,691.9 million) (2015, Product Sales = €15,948.6 million) Automotive Automotive Exteriors Exteriors 9.8% 11.4%

Automotive Automotive Seating Seating 29.9% 36.5%

Interior Systems 24.3% Interior Systems 27.9%

Emissions Control Emissions Technologies* Control 36.0% Technologies* 24.1%

* All monolith sales are recorded in the sales of the Faurecia Emissions Control Technologies business group.

Faurecia Automotive Seating We estimate we are currently the world’s number 1 supplier of seat frames and mechanisms and number 3 supplier of complete seats. We believe that in 2015 we had a 13% global market share by value for frames and mechanisms and 13% by value for complete seats. We are a leader in the design, development and manufacture of seat systems, as well as seat products. Our line of automotive seating components include frames, mechanisms and motors, padding, seat, covers, accessories, electronic and pneumatic systems. We also assemble complete seats, both front and rear, for just-in-time delivery to our customers’ plants. Drawing on technological savvy that has won recognition from the largest automakers, we work alongside our customers to develop solutions that focus on safety, modularity, comfort and quality. As seats play a critical role in the driver and passenger experience, we maintain a constant pace of innovation to provide automotive seating that is more efficient and inviting than ever, without compromising on safety. The principal characteristics distinguishing our automotive seating products are the following: Safety. The seat is what connects the drivers and passengers to the vehicle. In case of a crash, it plays a key role in driver and passenger safety by being firmly anchored to the floor and holding the body in place. We estimate that seats absorb around 80% of the pressure coming from a shock at the back, around 30% to 40% of the pressure coming from the front and, depending on automakers, around 30% to 80% of the pressure coming sideways. Comfort. We draw on our expertise in foam and covers, adjustment mechanisms, runners, headrests and armrests to provide drivers and passengers with superior comfort. We develop new features (heating and massage functions, built-in screens for rear passengers) and make greater use of mechatronics to ensure that, among other advantages, seat adjustments can be customised to each user’s needs and body type. We leverage advanced functions, in particular innovations in on-board electronics, to create added value. Our concept seats provide a glimpse of the ultra-premium seats of the future, in which technology delivers optimal personal comfort. Quality. We design seats to deliver maximum quality and ensure that the level of finish is targeted towards each type of vehicle, creating optimised industrial products.

82 Modularity. We develop modular rear seating solutions that adapt the vehicle’s interior to suit the number of passengers and the purpose of the journey.

Weight reduction. Seats account for approximately 6% to 10% of the vehicle’s weight. As part of the “Light Attitude” weight reduction programme, we use high tensile steel, offering superior resistance, while reducing volume and weight. We use a laserbeam welding process that does not require additional materials that would otherwise increase the vehicle’s weight. We also have the requisite skills for incorporating biomaterials into seat foam and controlling the recycling process for certain materials used. For instance we developed an “e-pump”, our first power height adjustment mechanism, which is approximately 25% lighter than a conventional manual mechanism and saves an average of approximately 500 grams per seat. We developed a lightweight seat that has a 35% lighter front seat structure, around 30% more compact seat back and saves an average of up to

11 kilogrammes per car or 1.1 gram of CO2 emission per kilometre.

Competitiveness. We estimate that seats account for around 5% of a vehicle’s total cost; as a result, they represent the second largest expense for automakers in terms of purchases from third party suppliers. Generic mechanisms and/or structures can be implemented in multiple vehicle models or segments thereby reducing costs. For instance, the front seat frame platforms developed and produced for Nissan, General Motors, Volkswagen and the PSA Peugeot Citroën group are being deployed worldwide. These new generations of generic seat frames can now be found in more than 50 different vehicle models.

Faurecia Emissions Control Technologies We estimate we are currently the world’s number 1 supplier of exhaust systems and components. We believe that in 2015 we had a 27% market share by value (excluding monoliths, which are components containing precious metals used in catalytic converters for exhaust systems) for light vehicles.

We are the global market leader in emissions control for light and commercial vehicles alike. We develop and manufacture complete exhaust systems and components, including mufflers, manifolds and catalytic converters.

We focus on three critical areas: weight reduction, pollutant emissions control and energy recovery, to ensure our exhaust systems meet more stringent environmental standards and to also respond to the public’s growing ecological concerns. Through constant innovation, we are mobilising our know-how to enhance the environment.

Environmental standards for managing and reducing pollutant emissions are becoming more stringent worldwide. Emerging markets are adopting established European standards. Against this backdrop, our added value for automakers is our ability to propose a comprehensive portfolio of forward-looking solutions with regard to emissions control as well as acoustic treatment, weight reduction and exhaust heat recovery.

We have defined key areas for innovation for our Faurecia Emissions Control Technologies business group:

Weight reduction. In terms of weight reduction, we are the market leader for valves used in cold-end exhaust components. Our self-adjusting “Adaptive Valve™” valve addresses the growing market demand for lighter-weight vehicles: by cutting muffler size in half, it provides significant savings in exhaust system weight. Similarly, the use of brazing in the welding process reduces the thickness of each component, which not only yields substantial weight reduction but also enhances the exhaust system’s quality and durability.

Pollutant emissions control. With regard to emissions reduction, we have developed the Blue Box Selective Catalytic Reduction (SCR) solution. Due to this innovation, the SCR converter can be placed as close as possible to the engine, for more efficient recovery of nitrogen oxide emissions. To respond to the needs of diesel trucks, we have developed the ActiveClean® Thermal Enhancer™, which reduces diesel fuel needs to regenerate catalytic converters and particulate filters. This device consists of a small combustion chamber where precisely measured quantities of diesel fuel are injected and burned in an optimised manner when not enough natural exhaust heat is available for regeneration and efficient catalytic operations. ActiveClean® operates at 80 to 90% efficiency, requiring much less extra fuel than conventional diesel heating methods. Another approach to supporting Diesel Particulate Filter regeneration is the diesel fuel vaporizer, a technology in which we have become the world leader.

Energy recovery. We developed the Exhaust Heat Recovery Manifold (EHRM). This technology captures heat of the exhaust to warm the interior more quickly than a conventional set-up, reducing fuel consumption and pollutant emissions. This technology can reduce the amount of time that the engine must run to sufficiently heat

83 the interior by up to 50%. The reduced running time for the engine leads to improved fuel economy and lower emissions. The Thermoelectric Generator (TEG), a device currently under development, will convert part of the otherwise lost heat from exhaust gases into electricity to power vehicle systems. This additional electricity can reduce the demands on the alternator, resulting in less fuel use and therefore a lower level of vehicle emissions.

Faurecia Interior Systems We estimate we are currently the world’s number 2 supplier of automotive interior systems. We believe that in 2015 we had a 14% global market share by value of interior systems.

We develop and produce instrument panels and centre consoles, cockpits, door panels and modules, acoustic products and modules and decorative components (such as paint, film, wood and aluminium).

Cars are increasingly regarded as a living space. Their users want an interior that is a reflection of themselves. They are looking for customised comfort and style that let everyone enjoy a unique road and driving experience. We rely on our in-house expertise to supply quality products with a solid cost-performance ratio to every market segment. In particular, we draw on our specialised know-how in cut-and-sew techniques, applied to genuine leather as well as polyurethane or PVC-based thermoplastics.

In terms of decoration, from the instrument panel to the door panels and centre console, we can customize nearly every surface that contributes to the visual ambiance of the vehicle interior. Interior decoration and quality have become priorities for automakers, and we use a wide array of materials (wood, skins, leather, textiles, brushed or polished aluminium) and technology to create a full range of interior environments for every market segment.

Doors. We are a leading global supplier of door panels and modules. We offer our customers highly integrated door modules that contain all the door’s main functions. These modules comprise the door panel and all the mechanical components, such as locks and window-lifts, as well as the electric/electronic functions and connectivity. Modular solutions reduce costs for automakers and also allow them to manufacture lighter cars and accelerate their production processes. We use a full range of synthetic and natural materials, including wood fibers, natural fibers and thermoplastic composites. The door plays a critical role in protecting drivers and passengers in the event of a frontal or lateral impact. We leverage our expertise in safety and material behaviour to design unique solutions implementing energy-absorbing structures.

Acoustic Modules. We are rated among the top suppliers of acoustic modules in Europe. Acoustics plays a key role in vehicle comfort. We strive to optimise the trade-off between noise absorption, insulation and material diversity, which represents one of our key strengths in this particular field. We develop and produce acoustic modules that can be mounted directly on the assembly line, such as the parcel shelf, which contains speakers, brake lights, a rear-seat locking system and seatbelt retractors.

We produce coverings and insulators, designed to soundproof the vehicle’s interior (floor carpets and dash insulators), the trunk (parcel shelves, side trims and trunk floor carpets) and engine compartment (hood insulators and absorbers).

We offer our customers acoustic solutions that ensure optimal vehicle quality, cost and weight, with some of the most sophisticated acoustic analysis and simulation tools in the world. These solutions include the Light Weight Concept inner dashboard insulator found in the Peugeot 208, for which we were rewarded by an innovation award from the PSA Peugeot-Citroën group in 2012.

Cockpit modules. The main three parts of the cockpit are the instrument panel, the centre console, and the cross-car beam. We are a global leader in designing and producing instrument panels and centre consoles. We can draw on our extensive experience to deliver high-quality products featuring an excellent cost/performance ratio for all market segments. As a world leader in cockpits through SAS, our joint-venture with Continental, we have developed a unique expertise in providing automakers with high quality, cost-effective instrument panels in all market segments, combining our modules with Continental’s electronics.

Instrument Panel. The overall quality impression of the cockpit is provided by the instrument panel so our engineers focus on quality and decoration while optimizing the cost/quality ratio.

Centre Console. The centre console has become an increasingly complex part. Its design in terms of ergonomy, comfort and quality plays a major role in the car interior. We have developed several innovative console features, such as movable consoles or storage areas combined with adjustable armrests.

84 Cross -Car Beam. The cross-car beam is the basic backbone of the cockpit to which other components are attached. The cross-car beam of most vehicles is constructed of metal and requires a large number of welds. We are resolving this issue by applying cold metal transfer welding techniques to the cross-car beam as a means of saving weight through a reduced wall thickness. We achieve this by creating a lighter-weight hybrid cross-car beam that combines steel with glass-fibre-filled thermoplastics for reduced weight, noise and vibration while meeting the toughest safety standards at an affordable cost. We also achieve this by developing a composite cross-car beam, fabricated from nylons, carbon fibre and/or glass fibre. We intend to start mass production of the full composite cross-car beam in 2020.

Electronic technologies. Through SAS, our joint-venture with Continental, we supply turnkey cockpits featuring the latest electronic technologies. We optimise the vehicle architecture and simplify automakers’ assembly lines and supply chain management systems.

When designing and developing our products, we use powerful simulation and virtual reality tools, which allows us to shorten the development cycles, propose multiple variants to our customers and enable thorough testing.

We are developing and integrating renewable, bio-based materials as part of a long-term campaign to produce lighter components. For example, one of our technologies combines natural hemp fibres with a polypropylene resin to yield a 25% weight reduction over glass-reinforced polypropylene. Another example relates to a fibre glass composite floor that is 16.5 kilogrammes lighter than a conventional steel floor, reducing emissions of CO2 by 1.65 grams per kilometre.

Faurecia Automotive Exteriors We manufacture painted exterior body parts (including bumpers, tailgates, fenders and spoilers), composite parts (including fenders, roofs and doors, as well as semi structural and structural parts) and front end modules (including structural front ends and fan units). On 14 December 2015, we entered into a Memorandum of Understanding for the sale of our Automotive Exteriors business worldwide to Compagnie Plastic Omnium. For further information, see “Summary—Recent Developments—Disposal of Faurecia Automotive Enterprises”.

Customers Our customer portfolio includes nearly every large automakers in the world, including automakers in emerging economies, such as Brazil and China. Volkswagen, Ford, the PSA Peugeot Citroën group, the Renault-Nissan group and General Motors each accounted for more than €1.0 billion in total sales in 2015. The table below shows 2015 product sales for each of the following customers:

Product sales by customer Product sales by customer (2015, before application of IFRS 5) (2015, after application of IFRS 5)

Others CVE Other Asian 4.4% 1.6% Automakers VW Group Others VW Group 2.6% 10.3% (o/w Audi Hyundai (o/w Audi Fiat 8.2%) 1.7% 8.8%) Chrysler Chrysler 19.8% 4.4% 22.7% 5.1%

Renault Daimler 6.7% 6.9% Nissan 6.0% BMW 6.3% Ford BMW 16.7% 6.0% Ford 15.9% GM 8.3% Daimler 7.1% Renault- PSA GM PSA Nissan 13.3% 7.6% 13.3% 13.4%

We are successfully developing and implementing customer vehicle production programmes on a global scale. At the end of 2015, we had 610 customer programmes in development. Global platforms for non-visible components have become the norm for an automotive industry that intends to reduce its production costs. Automakers use standardised parts that can be adapted to an array of vehicles or even brands worldwide. This requirement represents a strong barrier to entry for new entrants. We develop and produce standard, modular products such as seat frames or exhaust line components that enable full-scale production to begin virtually simultaneously on every continent.

85 We design and manufacture equipment that is specific to each new car model or platform, and generally conclude contracts to provide these products throughout the anticipated life of the model or platform (usually between five and ten years). Products for new vehicle models are designed and developed in a close collaborative process involving the component supplier and the customer, which can last up to two years. Design and development are financed largely by the customer, either directly or through a per-product charge that is part of the product purchase price.

In 2015, Faurecia production sites received numerous awards from customers.

Regarding Faurecia Automotive Seating: • Sielest (France) received a Best Factory award from PSA; • Escobar (Argentina) received a Best Factory trophy from PSA; • Changchun (China) has received a Supplier Quality Excellence Award from FAW-Volkswagen; • Wuhan (China) General Manager received a Special Award from Dongfeng Peugeot Citroen Automotive and Supplier Quality Excellence Award from Dongfeng-Renault; • Anting (China) received a QSB Process Outstanding Award (Top 5) from SAIC-GM; and • Wuxi (China) received an Excellent Supplier Award for Quality / Delivery from BYD and a Best Supplier Award for Quality / Delivery from Hongli Zhixing Hebei.

Regarding Faurecia Automotive Exteriors: • Audincourt (France) received a Best Factory Award from PSA.

Regarding Faurecia Emissions Control Technologies:

The Business Group as a whole received a Supplier Relationship Award from Fiat / Chrysler. In addition to this: • the Wuhan (China) has received several awards: • 2015 Wuhan Branch Excellence Quality Award from Shanghai GM; • Quality announcement to Supplier full score 100 for six successive months from Dongfeng Peugeot Citroën Automobile (DPCA); • General Manager’s Special Award from DPCA; • Chongqing (China) received the 2015 Top Supplier Award from Ford Changan; • Anting (China) received several awards: • TOP 10 Best Supplier Award from Shanghai GM; • Supplier of the year from GM; • Excellent Supplier from Shanghai GM Dongyue; • Excellent Supplier Award from Shanghai VW; • Changchun (China) has received two awards: • Benchmark Supplier from FAW VW; • TOP 10 Best Supplier Award from FAW; • Beilun (China) received the Excellent Supplier Award from Geely; • Nanjing (China) received The Best Quality Supplier award from SAIC Nanjing; and • Bangalore (India) received the Quality Award (zero ppm) from Toyota.

Regarding the Faurecia Interior Systems: • Ourense and Porrino (Spain), and Méru (France) received a Best Factory award from PSA; and • Foshan (China) received the 2015 FAW-VW South Region Excellent Supplier Quality Award from FAW- VW.

86 The quality of our products is widely acknowledged among automakers. We ensure the quality of our products by our Faurecia Excellence System, a rigorous set of project management procedures and methodologies, and by the expertise of our nearly 6,150 engineers and technicians who design products and develop technological solutions.

Competition Based on 2014 sales figures, we are the seventh leading automotive parts supplier worldwide (source: Automotive News, June 2015). We estimate that we are among the top three suppliers in terms of worldwide sales in every business in which we compete. Each of our segments is projected to experience significant growth, not least due to increased car ownership in developing countries. We have benefited from the significant consolidation in our markets and have been able to acquire significant new technologies, markets and product lines.

Faurecia Automotive Seating: Our main competitors are JCI, Lear, Magna and Brose.

Faurecia Emissions Control Technologies: Our main competitors are Tenneco, Eberspächer, Boysen, Benteler and Keiretsu/Chaebol competitors such as Calsonic Kansei and Sejong.

Faurecia Interior Systems: Our main competitors are Yanfeng (which acquired JCI Interiors), IAC, Grupo Antolin (which acquired Magna Interiors), Reydel (ex-Visteon), Inteva, Dräxlmaier and Keiretsu/Chaebol competitors such as Calsonic Kansei and Mobis.

Manufacturing With approximately 300 plants and R&D centres in 34 countries, we can support automakers with on-the-ground services, especially in high-growth emerging markets. Focusing on innovation, project-engineering and production, we play a leading role in shaping the automotive industry around the world.

Two thirds of our plants producing components are specifically located near our customers’ plants in order to streamline industrial and supply chain costs. A third of our sites use a just-in-time business model, meaning that rather than stock-piling raw materials and finished products, components are produced based on the specifications communicated by the customer on the day of production. Located near automakers’ assembly lines or even set up within their actual industrial parks, these sites are capable of delivering to our customers’ production lines in less than three hours. For this reason, much of our property, plant and equipment is specifically dedicated to particular client programmes and utilisation rates are dependant on the activity level of the customers.

Most of our property, plants and equipment is comprised of machinery, specific tooling and new plant in the process of construction, as well as land and buildings involved in our production processes. The level of automation in our manufacturing plants will depend on the local context and customers’ needs; however, none of our plants are 100% automated and the skills of our employees is a key factor of our quality level.

Suppliers We use a large number of suppliers based in different countries for our raw materials and basic parts. In 2015, out of a total of approximately €9,727 million in purchases from approximately 5,400 suppliers, our ten largest suppliers for each of our four business groups together accounted for 28% of our purchases, which represented 15% of our sales. We closely monitor the quality and reliability of our suppliers’ production operations.

Quality We measure our quality performance as the average half-yearly rate of customer rejections per million parts delivered (ppm). For the six months ended 31 December 2015, this indicator showed a record 10 defective parts per million parts delivered.

Our culture of quality has been reinforced via major initiatives: Quick Response Continuous Improvement (QRCI) and Faurecia Excellence System (FES) audits. QRCI 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 problem and determine appropriate technical solutions that

87 can be used across all of our businesses. It is applied company-wide, from production line operators to workshop and site managers, as well as in project development teams and development centres. FES audits allow to accurately monitor the progress of our plants and to adjust processes where needed, which allows the plants concerned to quickly achieve progress towards meeting our quality requirements.

Our major customers acknowledge that we offer one of the highest levels of quality worldwide, as evidenced by numerous awards received from customers each year. Detailed monitoring of specific performance with each customer has been introduced in order to ensure that corrective measures are taken immediately to address any quality issues at a given plant. Reducing quality performance differentials between sites remains an overriding goal.

Research and Development Consumer expectations and societal changes are the two main drivers of change within the market. Regulatory change, which mirrors societal change, aims to reduce the impact of cars and commercial vehicles on the environment across all major automotive markets. The globalisation of the automotive markets and swift change in consumption patterns and tools, particularly in the field of electronics, have prompted automakers to look for new solutions enabling them to offer diverse, customisable and financially attractive product ranges.

In 2015, we employed nearly 6,150 engineers and technicians based in 30 centres spread across our three main geographic areas: Europe, America and Asia. We opened a new R&D centre in Shanghai and also have one in Brazil and the United States. R&D expenses accounted for €924.3 million of total expenses in 2015, representing 4.9% of our revenue, of which we dedicated approximately €105 million specifically to innovation (in each case after the application of IFRS 5). 489 patents were filed in 2015.

Starting in 2013, we focused our innovation efforts on the following five objectives: fuel consumption reduction, environmental performance, use of renewable materials, attractiveness and competitiveness. The overall performance of research and innovation is based on two key drivers: a systems approach and optimised product and process design.

Systems approach We develop and supply complete modules such as seats, front-end modules, cockpits and exhaust systems. We develop our own product architecture for each module.

We develop systems engineering in each of the areas covered by the modules we design. Since 2012, we have made particular efforts to enhance our expertise in mechatronics, with the creation of an electronics laboratory in Brières (France) and an industrial chair of automotive mechatronics with Supélec and ESIGELEC (France).

We also reinforced our expertise in the optimisation of assembly lines and logistics through the creation of an industrial chair with École Centrale de Paris (ECP, France) and the Technische Universität München (TUM, Germany).

Product process and design Product process and design are central to the activity of our engineering teams. We develop our own rules and design standards. This guarantees both a high level of robustness and a competitive advantage. We expect this process of standardisation to help us reduce our existing level of capital expenditure by allowing us to manufacture different types of vehicles for several automakers, using the same production process and the same plants.

We commit a lot of efforts and incur significant expenses to improve our production processes, in particular in order to ensure that our productivity and production efficiency continues to increase. Our customers often require that we share with them our productivity gains by agreeing to some potential price reduction to reflect any improvement in productivity based on certain volume of production assumptions for each particular programme. These approaches have allowed us to develop lighter products than our competitors.

The industrial chair of composites with École Centrale de Nantes (France), of processing methods for metal materials with the Technische Universität Dortmund (TUD, Germany), as well as a new chair in polymer chemistry and renewable materials with the University of Freiburg (FMF) and Süddeutsche Kunststoff-Zentrum (SKZ) Würzburg are part of this process.

88 Marketing We sell directly to our existing customers or to other automotive equipment makers that sell directly to their own customers. For instance, we provide the so-called “CMF-1” seat structure platform, which is fitted in many Renault and Nissan car models. We may sell the seat structure platform directly to Renault or Nissan if we are responsible for the complete seat assembly, or to other auto equipment suppliers if they are responsible.

Our sales terms comprise predominantly open deliveries, as well as agreed contract conditions which can be framework agreements, single-year or multi-year contracts. As we have business locations all over the world, sales channels, sales conditions and terms of sales are different in each country, depending on the respective economic and financial situation as well as national custom.

Intellectual Property In order to ensure that new and existing products, proprietary know-how and production processes are not compromised, we maintain issued and pending patents and other intellectual property, including trademarks relating to our business in France and other countries. Technological development and innovation are among our priorities and we filed 489 patents in 2015. These patents relate to products, materials, and manufacturing processes, demonstrating the efforts made by us to optimise the entire product value chain.

While our patent portfolio and other intellectual property rights including trademarks are of material importance to our business, we do not consider any one patent or group of patents that relates to any particular product or process as being of material importance in relation to the products we supply to any client or, for that matter, to our business as a whole. We are not currently engaged in any material intellectual property litigation, nor do we know of any material intellectual property claims outstanding.

Environment Depending on the engine type and driving cycle, decreasing the average vehicle’s total mass by 100kg reduces

CO2 emissions by approximately 8-10g per kilometre driven. Our products can represent up to 20% of a vehicles’ total weight. This makes us a major contributor to the reduction of vehicle weight as a means of cutting fuel consumption, limiting emissions of greenhouse gases and reducing the use of raw materials in vehicle production. Through our Faurecia Emissions Control Technologies Business Group, we also make a significant contribution to lowering CO2 emissions and reducing noise pollution.

In order to grow and manufacture lighter and cleaner vehicles, we take environmental factors into account at all stages of the product life cycle, from product design to the environmental impact of our plants, from supplier collaboration to product end-of-life. We have gradually put in place a management system that allows us to be particularly responsive to new restrictions and to set up an alternative project if necessary. Our management system includes an investigation phase to collect reports from our suppliers, notably in the context of the new EU regulatory framework for the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”) regulation, and setting up an alternative project if necessary).

Product approach From product design to the technical expertise we provide to automakers, our process spans six areas: • reducing the weight of our components; • reducing the space taken up by products, which helps to reduce vehicle size without affecting vehicle performance or capacity (or achieving more space for vehicles of equal size); • recycling, including anticipation of the end-of-life phase, optimization of production waste recovery and the use of recycled materials; • increasing the use of bio-sourced materials; • reviewing and enhancing environmental performance based on life cycle analysis; and • lowering emissions of greenhouse gas and other pollutants.

89 Recycling Given the general increase of regulatory requirements from an environmental perspective, automakers demand their suppliers to focus on end-of-life product recycling.

All of our businesses are affected by these regulatory requirements and, depending on the characteristics of the component in question, have implemented plans and solutions to ensure that end-of-life products are processed as efficiently as possible in the future.

We offer an increasing number of recycled plastic parts. In our Faurecia Automotive Seating, Interiors Systems and Automotive Exteriors business groups, depending on the type and category of vehicle, various components are now partly made of recycled materials, the quality of which is certified from the development stage of the programmes. Taking all these components together, recycled plastics, for instance, can now account for 15-20% of the materials comprising the seats manufactured by us.

Insurance As we do not have any captive insurance entities, our system for safeguarding assets is based on the implementation and on-going adaptation of our risk prevention policy as well as our strategy of transferring our principal risks to the insurance market. As with any industrial activity, our sites are exposed to various risks: fire, explosion, natural disaster, systems failure, non-compliance with regulations or stricter regulations applicable or other factors. These types of events may result in us incurring additional costs and/or capital expenditure to remedy the situation, to comply with regulations and/or as a result of any fines.

We hold fire, property damage and business interruption insurance policies. Insurance coverage for our buildings and equipment is based on the asset’s replacement value. We have established special coverage in connection with certain country-specific risks. We renewed our liability insurance policy on 1 January 2015. Liability insurance covers operating liability and product liability after delivery, including the risk of product recall.

Employees Our total number of employees, including Faurecia Automotive Exteriors, increased by 3,588, or 3.6%, to approximately 103,000 as at 31 December 2015, compared to 2014.

The following table shows our permanent employees across regions and functions:

2015 2014 Technicians, Technicians, foremen foremen Operators and Managers Operators and Managers and administrative and and administrative and workers staff professionals Total workers staff professionals Total Variation Europe ...... 30,810 7,509 8,795 47,114 29,805 7,453 8,282 45,540 3.5% North America .... 13,372 1,318 3,877 18,567 12,815 1,307 3,714 17,836 4.1% South America .... 3,020 1,115 594 4,729 3,332 1,169 621 5,122 (7.7)% Asia ...... 4,944 1,102 3,938 9,984 4,532 1,079 3,549 9,160 9.0% Other ...... 3,664 573 587 4,824 3,577 611 536 4,724 2.1% Total ...... 55,810 11,617 17,791 85,218 54,061 11,619 16,702 82,382 3.4%

The proportion of employees employed under indefinite term contracts (as opposed to employees on fixed term contracts) decreased slightly from 91.9% in 2014 to 91.2% in 2015.

Our employees benefit from stock option programmes, employees saving plans and other incentive-based pay depending on their level and the country in which they work. In 2010 we implemented a share grant plan for executives of Group companies. These shares are subject to service and performance conditions.

In addition to the above employees, we employed 17,651 total temporary employees throughout all of our sites. The proportion of temporary staff rose from 17.0% in 2014 to 17.2% in 2015.

90 Litigation On 25 March 2014, the European Commission and the Department of Justice of the United States of America and on 27 November 2014, the Competition Commission of South Africa, initiated an enquiry covering certain suppliers of emission control systems on the basis of suspicions of anti-competitive practices in this segment. We are one of the companies subject to these enquiries. These enquiries are on-going. In the event anti-competitive practices are proven, possible sanctions include fines, criminal charges or civil damages. We are at present unable to predict the consequences of such inquiries including the level of fines or sanctions that could be imposed.

On 18 December 2014, the sanctions commission of the French financial markets authority (the Autorité des marchés financiers (“AMF”)), considered that Faurecia S.A. and Yann Delabrière, our Chief Executive Officer, failed to comply with their duties as defined by articles 223-1, 223-2 and 223-10-1 of the general rules of the AMF with regard to the disclosure of some information relating to our targets for our 2012 financial year. On the basis of articles L. 621-15 (II (c) and III (c)) of the monetary and financial code, a fine of €2 million and of €100,000 were imposed against us and Yann Delabrière, our Chief Executive Officer, respectively. With the full support of our board, on 26 February 2015, we and Yann Delabrière appealed this decision before the Paris court of appeal, which will judge the evidence submitted by us and Yann Delabrière. We and Yann Delabrière deny any merit to this claim.

Except as otherwise disclosed in this Offering Circular, we are not or have not in the previous 12 months been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which we are aware) which may have, or have had in the recent past, a significant impact on our financial position or profitability.

91 MANAGEMENT

We are a public limited liability company (société anonyme à conseil d’administration) with a Board of Directors. The business address of our Board of Directors is 2 rue Hennape, 92000 Nanterre, Cedex, France.

Our Board of Directors determines our overall business, financial and economic strategies and oversees their implementation. Subject to the powers expressly granted by shareholders meetings and subject to our by-laws, the Board of Directors handles all our matters. The Board of Directors is consulted with respect to all of our strategic decisions at the initiative of our Chairman.

Our day-to-day activities are overseen by an Executive Committee. Our Executive Committee meets once a month to review the principal questions relating to our general organisation. The Executive Committee discusses and prepares guidelines on major operations-related issues concerning us and our subsidiaries, which are then implemented by each of the Executive Committee’s members in line with their functions.

Board of Directors According to our Articles of Association, our Board of Directors must be composed of at least three members and no more than fifteen. The term of office has been four years since the General Meeting of 27 May 2015 and our Board of Directors has been composed of thirteen members since the General Meeting of 23 May 2012.

Members of the Board of Directors The Board of Directors currently consists of thirteen members, eight of whom are independent directors under French corporate governance guidelines issued by the Association Française des Entreprises Privées / Mouvement des Entreprises de France (the “Corporate Governance Code”): Éric Bourdais de Charbonnière, Jean-Pierre Clamadieu, Lee Gardner, Linda Hasenfratz, Hans-Georg Härter, Ross McInnes, Amparo Moraleda and Bernadette Spinoy.

Four directors hold or have held executive management or supervisory positions within the PSA Peugeot Citroën group, our majority shareholder: Jean-Baptiste Chasseloup de Chatillon, Robert Peugeot, Thierry Peugeot and Carlos Tavares. Yann Delabrière has been our Chairman and Chief Executive Officer since 16 February 2007.

Date of Name Age Position Initially Appointed Reappointment Mr. Yann Delabrière ...... 65 Chairman and CEO 16 February 2007 23 May 2012 Mr. Éric Bourdais de Charbonnière ...... 76 Director 8 February 2010 27 May 2012 Mr. Jean-Baptiste Chasseloup de Chatillon ..... 50 Director 23 May 2012 — Mr. Jean-Pierre Clamadieu ...... 57 Director 29 May 2007 23 May 2012 Mr. Lee Gardner ...... 68 Director 8 February 2010 27 May 2015 Mr. Hans-Georg Härter ...... 70 Director 26 May 2010 27 May 2015 Ms. Linda Hasenfratz ...... 49 Director 26 May 2011 — Mr. Ross McInnes ...... 61 Director 29 May 2007 23 May 2012 Ms. Amparo Moraleda ...... 51 Director 23 May 2012 — Mr. Robert Peugeot ...... 65 Director 29 May 2007 23 May 2012 Mr. Thierry Peugeot ...... 58 Director 17 April 2003 26 May 2011 Ms. Bernadette Spinoy ...... 53 Director 27 May 2014 — Mr. Carlos Tavares ...... 57 Director 27 May 2014 —

The members of the Board of Directors bring together a range of quality managerial, industrial and financial skills. Our directors come from a broad spectrum of professional backgrounds, including not only the automotive industry but also various other business sectors. They enhance the work and discussions of the Board of Directors and its committees through their diverse capabilities and the expert input they can give both from an international perspective as well as in terms of their specific experience in finance, manufacturing and management. They act in the best interests of all shareholders and are fully involved in defining our corporate strategy so that they can actively contribute to and support the decisions of the Board of Directors.

We have no employee-elected or non-voting directors. Each member of the Board of Directors must hold at least 20 shares or stock in our company throughout his or her term of office. The only directors with a family connection are Thierry Peugeot and Robert Peugeot. There are no other family relationships between members of the Board of Directors or corporate officers.

92 Yann Delabrière—Chairman of the Board of Directors. Yann Delabrière, 65, has been the Chairman of our Board of Directors and Chief Executive Officer since 16 February 2007. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2017. Yann Delabrière has been a director since 18 November 1996. He occupied various positions within the finance departments of major manufacturing groups before joining the PSA Peugeot Citroën group in 1990 where he held the position of Chief Financial Officer and member of the Executive Committee from 1998 to 2007.

Éric Bourdais de Charbonnière. Éric Bourdais de Charbonnière, 76, has been a member of our Board of Directors since 8 February 2010. His term of office will expire at the Annual Shareholder’s Meeting to be held in 2019. Éric Bourdais de Charbonnière joined JP Morgan in 1965 and went on to hold various positions in the bank. From 1987 to 1990 he was the Executive Vice-President, Head of Europe. In 1990, he joined Michelin as Chief Financial Officer, and later became member of our Executive Committee. He was Chairman of the Supervisory Board from September 2000 until 17 May 2013.

Jean-Baptiste Chasseloup de Chatillon. Jean-Baptiste Chasseloup de Chatillon, 50, has been a member of our Board of Directors since 23 May 2012. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2017. He has held several financial and sales positions within the PSA Peugeot Citroën group since 1989, and is currently the Chief Financial Officer of the PSA Peugeot Citroën group and a member of the Management Board of Peugeot S.A.

Jean-Pierre Clamadieu. Jean-Pierre Clamadieu, 57, has been a member of our Board of Directors since 29 May 2007. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2017. Jean-Pierre Clamadieu was appointed Chief Executive Officer of Rhodia in October 2003 and served as Chairman and Chief Executive Officer between March 2008 and October 2011. He previously held various divisional executive positions, and has been the Chief Executive Officer of Solvay since 8 May 2012. He currently also serves as Chairman of the Executive Committee of Solvay.

Lee Gardner. Lee Gardner, 68, has been a member of our Board of Directors since 8 February 2010. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2019. Lee Gardner is currently general director of OEP Capital Advisors, L.P., which he joined in 2001. In 2008, he became Chairman and Chief Executive Officer of Emcon Technologies, a position he relinquished further to the merger of this company with us in February 2010. He is currently a Partner and Managing Director of One Equity Partners.

Hans-Georg Härter. Mr. Hans-Georg Härter, 70, has been a member of our Board of Directors since 26 May 2010. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2019. Mr. Härter spent his whole career within the ZF Group, which he joined in 1973, and held the position of CEO of ZF Friedrichshafen AG between January 2007 and May 2012, when he retired.

Linda Hasenfratz. Linda Hasenfratz, 49, has been a member of our Board of Directors since 26 May 2011. Her term of office will expire at the Annual Shareholders’ Meeting to be held in 2016. Linda Hasenfratz is Chief Executive Officer of Linamar Corporation since August 2002. She had been President of Linamar Corporation from April 1999 to August 2004. From September 1997 to September 1999 Ms. Hasenfratz was also Chief Operating Officer of the Company. Ms. Hasenfratz has been a director of Linamar Corporation since 1998.

Ross McInnes. Ross McInnes, 61, has been a member of our Board of Directors since 29 May 2007. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2017. Ross McInnes held the position of Chief Financial Officer of Eridania Beghin-Say from 1991 to 2000, and became a director in 1999. He joined Thomson-CSF (Thales) in 2000 as Senior Vice-President and Chief Financial Officer before joining the PPR group in 2005 as Senior Vice-President Finance and Strategy. From 2007 to 2009 he held the position of Vice Chairman of Macquarie Capital Europe. In 2009, Ross McInnes joined the Safran group as Advisor to the Chairman of the Management Board and was appointed Chief Operating Officer responsible for Economic and Financial Affairs. He was a member of the Executive Board from July 2009 to April 2011. In April 2011, he was appointed Deputy Managing Director responsible for Economic and Financial Affairs. In April 2015, Ross McInnes was appointed Chairman of the Board of Safran.

Amparo Moraleda. Amparo Moraleda, 51, has been a member of our Board of Directors since 23 May 2012. Her term of office will expire at the Annual Shareholders’ Meeting to be held in 2017. Amparo Moraleda was the Chief Operating Officer at Iberdrola S.A. International Division between January 2009 and February 2012. Between 1998 and 2008, she held various positions at the IBM group, including General Manager of IBM Spain and Portugal, from June 2001 to June 2005, and General Manager of IBM for Spain, Portugal, Greece, Israel and Turkey, from June 2005 to December 2008.

93 Robert Peugeot. Robert Peugeot, 65, has been a member of our Board of Directors since 29 May 2007. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2017. Robert Peugeot is a member of the Supervisory Board of Peugeot S.A. He has held a number of executive positions, primarily in the PSA Peugeot Citroën group. He was previously a member of the Executive Committee of PSA Peugeot Citroën group and held the position of Vice-President, Innovation and Quality between 1998 and 2007. He has also been Chairman and Chief Executive Officer of FFP since 2003.

Thierry Peugeot. Thierry Peugeot, 58, has been a member of our Board of Directors since 17 April 2003. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2016. Thierry Peugeot previously held executive positions within the PSA Peugeot Citroën group in Europe and South America.

Bernadette Spinoy. Bernadette Spinoy, 53, has been a member of our Board of Directors since 27 May 2014. Her term of office will expire at the Annual Shareholders’ Meeting to be held in 2019. Bernadette Spinoy began her career in 1985 with the Belgian PetroFina Group. Since 1999, she has held various positions with the Total Group in the areas of supply and refining of petroleum products, logistics and marketing of natural gas, strategy and petrochemicals with the Total Group. She is currently director of industrial safety of the Total Group.

Carlos Tavares. Carlos Tavares, 57, has been a member of our Board of Directors since 27 May 2014. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2019. Carlos Tavares held various senior positions in the Renault Group between 1981 and 2004 before joining the Nissan Group. After being Operations Manager for Nissan in the Americas, he was appointed Chief Operations Officer by the Renault Group from 2011 to 2013. He became a member of the Managing Board of Peugeot S.A. on 1 January 2014 and was named Chairman of the Managing Board on 31 March 2014.

Responsibilities of the Board of Directors The rules of procedure of the Board of Directors, which can be consulted by shareholders at the Company’s head office or on our website, www.faurecia.fr, detail the mission of the Board of Directors and its committees. Such rules describe the Board’s modus operandi and its role in our management and our compliance with the law and our Articles of Association.

They specify the rights and responsibilities of members of our Board of Directors, particularly regarding the prevention of conflicts of interest, the holding of multiple offices, and the need for strict confidentiality in deliberations as well as diligence in taking part in the work of the Board of Directors. They also set out the rules governing transactions in our shares, as recommended by the AMF.

The Board of Directors is also subject to a set of internal rules, which were last updated in December 2014. These internal rules aim to improve work methods and govern the provision of information to its members.

The Board of Directors is free to decide how to exercise their oversight. This can be performed, under its responsibility, either by the Chairman of the Board of Directors himself or by another person appointed by the Board of Directors and bearing the title of Chief Executive Officer.

Since the Board meeting on 8 September 2006 and confirmed by the Board meeting on 16 February 2007, the positions of our Chairman and Chief Executive Officer have been combined.

Committees of the Board of Directors The Audit Committee The Audit Committee assists the Board on matters related to compiling and checking accounting and financial information. It is tasked with preparing Board meetings to review half-year and annual financial statements and providing input to assist with Board decisions. Members of the Audit Committee must be members of Faurecia’s Board of Directors.

The Audit Committee consists of four members with financial or accounting experience and expertise: Ross McInnes (Chairman), Eric Bourdais de Charbonnière, Jean-Baptiste Chasseloup de Chatillon and Bernadette Spinoy.

94 Strategy Committee Since 2009, the Strategy Committee has been providing proposals, opinions and recommendations on key aspects of Faurecia’s strategy ahead of decisions taken by the Board of Directors. It reviews strategic growth opportunities for the Faurecia Group, such as the plan to acquire the Ford/ACH automotive interiors business in Saline, Michigan, in 2012. It also reviews medium and long-term plans for disposals and acquisitions, along with the Group’s financing strategy.

The Strategy Committee consists of five members (including two independent directors): Carlos Tavares (Chairman), Yann Delabrière, Lee Gardner, Hans-Georg Härter and Thierry Peugeot.

Appointments and Compensation Committee The Appointments and Compensation Committee is tasked with selecting and appointing new directors, providing input on compensation received by corporate officers and making recommendations on corporate governance. It also closely monitors the management structure of the Faurecia Group.

The Appointments and Compensation Committee consists of four members (including three independent directors and no executive director, in accordance with the AFEP-MEDEF Code, the corporate governance code for listed companies in France published jointly by French business groups Française des Entreprises Privées and Mouvement des Entreprises de France): Jean-Pierre Clamadieu (Chairman), Linda Hasenfratz, Amparo Moraleda and Robert Peugeot.

Conflicts of Interest As provided for in the Board of Directors’ internal regulations, each director must disclose to the Board any conflicts of interest (including any potential conflicts of interest) relating to issues on the agendas of Board meetings, and must refrain from taking part in the vote on the matters in question. No such situations arose in the last three years.

The Board of Directors strengthened its rules relating to conflicts of interest by adopting a procedure regarding the use of inside information. This procedure provides that no transactions may be carried out involving our shares until the related information has been made public. Directors and certain categories of personnel, who are all included in a regularly updated list, must disclose any trades they carry out in our shares to the Company which then informs the market.

Executive Committee Our executive management function is performed under the responsibility of the Chairman and Chief Executive Officer by our Executive Committee that meets every month to review our results and consider general matters concerning our Group. Its members are as follows:

Name Position Joined the Company Mr. Yann Delabrière ...... Chairman and CEO 2007 Mr. Patrick Koller ...... Chief Operating Officer 2006 Mr. Niklas Braun ...... Executive Vice-President, Faurecia Automotive Exteriors 2014 Mr. Michel Favre ...... Executive Vice-President, Group Chief Financial Officer 2013 Mr. Hervé Guyot ...... Executive Vice-President, Strategy 2012 Mr. Mark Stidham ...... Executive Vice-President, North America 2003 Ms. Kate Philipps ...... Executive Vice-President, Faurecia Communication 2012 Mr. Jean-Michel Renaudie . . Executive Vice-President, Faurecia Interior Systems 2002 Mr. Christophe Schmitt ..... Executive Vice-President, Faurecia Emissions Control Technologies 2006 Mr. Jean-Pierre Sounillac . . . Executive Vice-President, Human Resources 2004 Mr Hagen Wiesner ...... Executive Vice-President, Faurecia Automotive Seating 2006

Yann Delabrière—Chairman of the Board of Directors and CEO. Yann Delabrière, 65, has been our Chairman and Chief Executive Officer of our Board of Directors since 16 February 2007. His term of office will expire at the Annual Shareholders’ Meeting to be held in 2017. Yann Delabrière has been a director since 18 November 1996. He occupied various positions within the finance departments of major manufacturing groups before joining the PSA Peugeot Citroën group in 1990 where he held the position of Chief Financial Officer and member of the Executive Committee from 1998 to 2007.

95 Patrick Koller—Chief Operating Officer. Patrick Koller has been our deputy Chief Executive Officer and Chief Operating Officer since 2 February 2015. He held various managerial positions at Rhodia and Valeo before joining us in 2006.

Niklas Braun—Executive Vice-President, Faurecia Automotive Exteriors. Niklas Braun has been our Executive Vice-President for Faurecia Automotive Exteriors since 2014. He held various managerial positions at Rehau before joining us.

Michel Favre—Executive Vice-President, Group Chief Financial Officer. Michel Favre has been our Executive Group Chief Financial Officer since 2013. He held various managerial positions at Rexel, Casino and Altadis before joining us in 2013.

Hervé Guyot—Executive Vice-President, Strategy. Hervé Guyot is Executive Vice-President for Strategy. He held various managerial positions at Fonds Stratégique d’Investissement, Fonds de Modernisation des Equipementiers Automobile and the PSA Peugeot Citroën group before joining us.

Mark Stidham—Executive Vice-President, North America. Mark Stidham has been appointed Executive Vice-President for North America in March 2015. He was previously VP North America for Faurecia Emissions Control Technologies.

Kate Philipps—Executive Vice-President, Faurecia Communication. Kate Philipps has been Executive Vice-President for Faurecia Communication since 2012. She held various managerial positions at Essilor, Valeo and Schlumberger Smart Cards and Terminals Division before joining us.

Jean-Michel Renaudie—Executive Vice-President, Faurecia Interior Systems. Jean-Michel Renaudie has been Executive Vice-President for Faurecia Interior Systems since 2013. He held various managerial positions at Faurecia before becoming Executive Vice-President for Faurecia Interior Systems.

Christophe Schmitt—Executive Vice-President, Emissions Control Technologies. Christophe Schmitt has been Executive Vice-President for Faurecia Emissions Control Technologies since 2013. He held various managerial positions at Faurecia before becoming Executive Vice-President for Faurecia Emissions Control Technologies.

Jean-Pierre Sounillac—Executive Vice-President, Human Resources. Jean-Pierre Sounillac has been Executive Vice-President for Human Resources since 2004. He held various positions in human resources at Alstom and Faurecia before becoming Executive Vice-President for human resources.

Hagen Wiesner—Executive Vice-President, Faurecia Automotive Seating. Hagen Wiesner has been Executive Vice-President for Faurecia Automotive Seating since 2015. He held various managerial positions at Edscha AG and Faurecia before becoming Executive Vice-President for Faurecia Automotive Seating.

Senior Management Each of our three core businesses is organised into geographic divisions—Europe (divided when appropriate into Northern and Southern Europe), North America, South America, and Asia—which manage operations in their region and also coordinate operations with customers headquartered in their region.

The three businesses also have central staff that handle the main operating functions (sales and marketing, programmes, manufacturing support, purchasing, human relations and finance). These functions are also managed within the geographic divisions by equivalent teams. Additionally, some specialised areas are managed by worldwide product lines within the four businesses, such as seat mechanisms, acoustic treatments and interior decorative trim.

Our Senior Management consists of all the aforementioned management teams along with the Executive Committee and the key headquarters managers of the manufacturing and quality staff, the human relations department and the financial department.

Our Senior Management as at 31 December 2015 included 321 members. This is our operational management, responsible for our operations, growth and performance. As such, the members of our Senior Management receive variable bonuses which are performance based.

96 In June 2010, we implemented a share grant plan for executives of our subsidiaries. These shares are subject to service and performance conditions. The fair value of this plan has been measured by reference to the market price of our shares at the grant date, less an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and an amount reflecting the cost of the shares being subject to a lock-up period. The corresponding expense will be deferred and recognised over the share vesting period. The amount recognised in 2015 is an expense of €9.9 million, compared to €6.0 million in 2014.

Maximum number of free shares that can be granted* for Date of shareholders’ Date of Board reaching the exceeding the meeting Meeting objective objective Performance condition 30 May 2013 ...... 24July 2013 852,000 1,107,600 2015 pre-tax income target as stated in strategic plan when granted and earning per share of Faurecia compared to a reference group of companies 30 May 2013 ...... 28July 2014 718,350 933,855 2016 pre-tax income target as stated in strategic plan when granted and earning per share of Faurecia compared to a reference group of companies 27 May 2015 ...... 23July 2015 668,249 868,631 2017 pre-tax income target as stated in strategic plan when granted and earning per share of Faurecia compared to a reference group of companies

* Net of free shares granted cancelled.

Following the achievement of the performance condition for the first plan (Board meeting of 23 June 2010), 478,400 shares have been attributed in previous years and 226,200 in 2014.

Compensation of the Board of Directors and the Executive Committee Total compensation for 2015 awarded to the members of the Board of Directors and the Group Executive Committee serving in this capacity as at 31 December 2015 amounted to €9,258,730, including directors’ fees of €413,200, compared with the year-earlier figures of €7,379,663 and €396,359, respectively. The compensation of the Executive Committee includes a variable bonus. Performing on target can result in a bonus worth 50% of base salary. Should targets be exceeded, this percentage can rise to 100% of the base salary through performance based bonuses.

If the employment contract of an Executive Committee member is terminated, he or she may receive contractual severance pay of up to 12 months compensation, depending on his or her position. This amount is not payable in the event of gross or wilful misconduct.

97 PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Principal Shareholders As at 31 December 2015, our share capital amounted to €960,349,446 divided into 137,192,778 fully paid-up shares with a par value of €7, all in the same class. These shares represent 201,316,041 exercisable voting rights and 188,084,044 exercisable voting rights.

Our ownership structure and voting rights as at 31 December 2015 were as follows:

Per cent Theoretical Exercisable Per cent Shares of shares voting voting of voting Shareholder Owned outstanding rights rights rights Peugeot S.A...... 63,960,006 46.62% 127,277,956 127,277,956 63.22% Faurecia Actionnariat corporate mutual fund ...... 329,685 0.24% 631,353 631,353 0.31% Board members ...... 78,966 0.06% 124,207 124,207 0.06% Treasury stock(*) ...... 21,888 0.02% 21,888 21,888 — Other ...... 72,802,233 53.07% 73,282,525 73,282,525 36.40% TOTAL ...... 137,192,778 100% 201,337,929 201,337,929 100%

(*) voting rights in treasury stock cannot be exercised by us.

Our directors hold approximately 0.06% of our capital and voting rights.

Transactions with majority shareholders We are managed independently and transactions with the PSA Peugeot Citroën group are conducted on arm’s length terms. These transactions (including with companies accounted for by the equity method by the PSA Peugeot Citroën group) are recognised as follows in our audited consolidated financial statements:

Pre-IFRS 5 application Post-IFRS 5 application For the year ended 31 December (in € millions) 2013 2014 2014(*) 2015 (restated) Sales ...... 2,263.4 2,219.3 1,976.1 2,178.8 Purchases of products, services and materials ...... 16.3 14.8 14.8 17.4 Receivables(**) ...... 426.3 430.4 430.4 438.8 Payables ...... 17.9 23.6 23.6 24.5

98 DESCRIPTION OF OTHER INDEBTEDNESS

Debt Summary Our net debt as at 31 December 2015 (including net financial liabilities linked to assets held for sale of €16.7 million) was €962.5 million, reflecting total gross debt of €1,904.5 million and cash and cash equivalents (including other current financial assets included in net debt) of €942.0 million. Our subsidiaries hold significant cash balances from their servicing of de recognised receivables, which is included in our short term debt. In addition, our subsidiaries tend to hold significant amounts of cash that they intend to use to fund working capital requirements and capital expenditure, particularly in jurisdictions where it would be disadvantageous from a tax perspective to distribute the cash and subsequently to receive funding from the parent company.

As at 31 December 2015, the weighted average interest rate on our outstanding debt was 5.1% for 2015.

Maturities of Outstanding Debt The main elements of our long term debt as at 31 December 2015 are the Senior Credit Agreement of €1,200 million signed on 15 December 2014 (which is scheduled to mature in December 2019 and was undrawn as at 31 December 2015), the €490 million under the 2016 Notes and the €700 million under the 2022 Notes. In addition, following the offering, we will have €700 million under the Notes.

We intend to redeem the 2016 Notes with the proceeds of the Notes offered hereby and we have published a conditional notice of redemption of the 2016 Notes which provides that our obligation to redeem the 2016 Notes is conditional upon the issue of the Notes offered hereby in an amount of at least €500 million. In accordance with the trust deed governing the 2016 Notes and subject to the satisfaction of this condition, the redemption of the 2016 Notes will occur on or about 12 April 2016. See “Use of Proceeds”.

The following table sets forth the maturity schedule of our outstanding debt, set forth by category, in each case as at 31 December 2015 and after giving effect to the offering of the Notes and the 2016 Notes Redemption.

2021 and (in € millions) 2016 2017 2018 2019 2020 beyond Total 2022 Notes and the Notes ...... 0.0 0.0 0.0 0.0 0.0 1,400.0 1,400.0 Bank borrowings ...... 398.0 61.3 25.4 12.8 136.0 10.8 644.3 Other borrowings ...... 23.8 3.9 0.2 0.1 0.1 0.0 28.1 Obligations under finance leases ...... 7.1 10.6 2.4 1.9 2.0 7.1 31.1 Total as at 31 December 2015 ...... 428.9 75.8 28.0 14.8 138.1 1,417.9 2,103.5

2022 Notes On 17 March 2015, we issued €500 million principal amount of 3.125% Senior Notes due 2022. On 29 April 2015, we issued an additional €200 million principal amount of 3.125% Senior Notes due 2022, which were consolidated with, and form a single series with, the notes issued on 17 March 2015.

Terms of the 2022 Notes We are required to pay interest on the 2022 Notes semi-annually in arrears on 15 June and 15 December of each year, commencing on 15 June 2015.

The 2022 Notes will mature at par on 15 June 2022 unless earlier redeemed or repurchased and cancelled.

The 2022 Notes are senior unsecured obligations of the Issuer, and are guaranteed by certain of our subsidiaries as described below under “Guarantors”.

The guarantees of the 2022 Notes will be released automatically upon the redemption of the 2016 Notes, which is expected to occur on or about 12 April 2016.

The 2022 Notes are redeemable, in whole or in part, at a redemption price equal to 100% of their principal amount plus a “make-whole” premium and accrued and unpaid interest, if any, to the redemption date. The 2022

99 Notes are also redeemable, in whole but not in part, upon certain developments affecting taxation, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In addition, we may, at our option and on one or more occasions, redeem up to 35% of the outstanding principal amount of the 2022 Notes with the net proceeds from one or more specified equity offerings at a redemption price equal to 103.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. In addition, in the event we undergo specific kinds of changes of control, holders of the 2022 Notes may require us to re purchase their 2022 Notes at a price equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest, if any.

Guarantors The 2022 Notes are currently guaranteed by 28 of our subsidiaries organised in nine jurisdictions. These guarantees will be released automatically upon the redemption of the 2016 Notes, which is expected to occur on or about 12 April 2016.

Senior Credit Facility We have entered into a €1,200 million senior credit agreement among us as borrower and various lenders, dated 15 December 2014, which refinanced our prior senior credit facility. The Senior Credit Agreement is composed of a 5-year facility (including a swingline) for an amount of €1,200 million. As at 31 December 2015 this Senior Credit Facility was not drawn; therefore the undrawn portion of this Senior Credit Facility was €1,200 million. This Senior Credit Facility includes one financial covenant (which needs to be complied with semi-annually), concerning compliance with a consolidated financial ratio : the ratio of total net debt/EBITDA must not exceed 2.50x; the compliance with this ratio is a condition to the availability of this Senior Credit Facility. As at 31 December 2015, we complied with this ratio. Net debt corresponds to published consolidated net debt. EBITDA corresponds to operating income plus depreciation, amortisation and provisions for impairment in value of property, plant and equipment and intangible assets, for the past twelve months. Furthermore, this Senior Credit Facility includes some restrictive provisions on asset disposals (and for example, a disposal representing the higher of €2,000 million and 25% of our total consolidated assets requires the prior approval of lenders representing two-thirds of the lenders under the Senior Credit Agreement) and on the level of indebtedness of our subsidiaries. The Senior Credit Facility benefits from guarantees from the same guarantors as the 2022 Notes. These guarantees will be released automatically upon the redemption of the 2016 Notes, which is expected to occur on or about 12 April 2016.

EBRD Loan Agreement We have entered into a €121.6 million loan agreement between us as borrower, and the European Bank for Reconstruction and Development dated 13 September 2013.

The EBRD loan is repayable on an amortising basis with a final repayment date of 13 March 2020. The outstanding amount under this loan as at 31 December 2015 was €66.6 million. The EBRD loan benefits from guarantees from the same guarantors as the Senior Credit Facility and the 2022 Notes. These guarantees will be released automatically upon the redemption of the 2016 Notes, which is expected to occur on or about 12 April 2016.

Factoring Programmes We have several factoring programmes, which enable us to obtain financing at a lower cost than issuing bonds or obtaining bank loans. Part of our financing requirements is met through receivables sale programmes (see note 18 to our audited consolidated financial statements for the year ended 31 December 2015), under which the receivables are derecognised and not included as assets in our consolidated balance sheet.

As at 31 December 2015, financing under these programmes, corresponding to the cash received as consideration for the receivables sold totalled €867.3 million, compared to €816.7 million as at 31 December 2014.

As at 31 December (in € millions) 2013 2014 2015 Financing ...... 565.5 850.6 899.5 Guarantee reserve deducted from borrowings ...... (16.0) (33.9) (32.2) Cash received as consideration for receivables sold ...... 549.5 816.7 867.3 Receivables sold and de-recognised ...... (385.4) (742.2) (840.4)

100 Commercial Paper Programme We have a commercial paper programme on the French domestic market amounting to €1 billion, of which €46 million had been used as at 31 December 2015.

101 TERMS AND CONDITIONS OF THE NOTES

The €700.0 million 3.625% senior notes due 2023 (the “Notes”, and each, a “Note”, which expression includes any further notes issued pursuant to Condition 2.2 and forming a single series therewith) of Faurecia, a société anonyme incorporated under the laws of the Republic of France (the “Issuer”), are constituted by a trust deed dated the Issue Date (the “Trust Deed”) made between the Issuer and Citibank, N.A., London Branch (the “Trustee”), which term shall include any trustee or trustees appointed pursuant to the Trust Deed.

The Issuer has entered into an agency agreement (the “Agency Agreement”) dated the Issue Date with Citibank, N.A., London Branch, as principal paying agent, Citigroup Global Markets Deutschland AG, as registrar and the Trustee. The registrar and the principal paying agent for the time being are referred to in these terms and conditions (the “Conditions”), respectively, as the “Registrar” and the “Principal Paying Agent” and, together with any other paying agents as may be appointed under the Agency Agreement from time to time, the “Paying Agents” and the Paying Agents together with the Registrar, the “Agents”. Pursuant to the terms of the Agency Agreement, the Agents have agreed to act and perform services on behalf of the Issuer with respect to these Conditions.

The statements in these Conditions include summaries of, and are subject to the detailed provisions of, the Trust Deed, which includes the form of the Notes. The holders of the Notes are entitled to the benefit of the Trust Deed and are bound by, and are deemed to have notice of all the provisions of, the Trust Deed and those applicable to them of the Agency Agreement. Copies of the Trust Deed and the Agency Agreement are available for inspection by holders of the Notes during normal business hours at the specified office of the Trustee for the time being, being at the date hereof at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom, and at the specified office of the Principal Paying Agent. As used herein, references to the Trust Deed include the Conditions set forth herein.

1 STATUS AND FORM The Notes constitute senior unsecured and unguaranteed obligations of the Issuer and rank pari passu among themselves and in right of payment to all existing and future unsecured and unsubordinated Indebtedness of the Issuer, effectively junior to secured Indebtedness of the Issuer (to the extent of the value of the assets securing such Indebtedness), structurally junior to Indebtedness, liabilities and commitments (including trade payables and lease obligations) of our Subsidiaries, and senior in right of payment to any existing or future Subordinated Indebtedness of the Issuer. The Notes will be issued in registered form and transferable only upon the surrender of the Notes being transferred for registration of transfer. The Issuer may require payment of a sum sufficient to pay any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

2 PRINCIPAL, MATURITY, INTEREST AND FURTHER ISSUES 2.1 The Notes are issued initially in an aggregate principal amount of €700.0 million and are issued in denominations of €100,000 and integral multiples of €1,000 in excess thereof. The Notes will mature on 15 June 2023 (the “Maturity Date”). If redeemed on the Maturity Date, the Notes will be redeemed at par on such date. 2.2 Subject to compliance of the Issuer with Condition 6.1, the Issuer is permitted, from time to time, without notice to or the consent of the holders of the Notes to create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the date of and amount of the first payment of interest), in accordance with the Trust Deed (the “Additional Notes”). The Additional Notes, if any, will be consolidated and form a single series with the Notes. The Additional Notes and the Notes shall be treated as a single class for all purposes of the Trust Deed, including waivers, amendments, redemptions and offers to purchase. Unless the context otherwise requires, for the purposes of the Trust Deed and these Conditions, references to the Notes include any Additional Notes actually issued. The Issuer may from time to time, with the consent of the Trustee and subject to the Conditions and the Trust Deed, create and issue other series of notes having the benefit of the Trust Deed.

2.3 Interest (a) Interest on the Notes will accrue at the rate of 3.625% per annum and will be payable semi- annually in arrears on 15 June and 15 December, commencing on 15 June 2016. The Issuer will

102 make each interest payment to the holders of record of these Notes on the immediately preceding 1 June and 1 December. The Issuer will pay interest on overdue principal at 1.0% per annum in excess of the above rate compounded semi-annually and will pay interest on overdue instalments of interest at such higher rate compounded semi-annually to the extent lawful. (b) Interest on the Notes will accrue (in the case of Notes issued on the Issue Date) from the Issue Date and (in the case of any Additional Notes) from the date of issuance of such Additional Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month, on the basis of number of actual days elapsed. (c) Interest on the Notes will cease to accrue on and from their due date for redemption or repayment unless payment of the redemption monies and/or accrued interest (if any) is improperly withheld or delayed in which event interest will continue to accrue as provided in the Trust Deed.

2.4 Payment (a) Payment of principal and interest will be made by the Principal Paying Agent in euro by wire transfer in same day funds to the registered account of each Noteholder or by euro cheque drawn on a bank that processes payments in euro mailed to the registered address of the Noteholder if it does not have a registered account. Payment of principal and premium (if any) will only be made against surrender of the relevant Note at the specified office of any of the Paying Agents. (b) Without prejudice to the rights of any holder of the Notes to (i) receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor as set forth in these Conditions and the Trust Deed or (ii) institute suit for the enforcement of any payment on or with respect to such holder’s Notes, payments in respect of Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment, but without prejudice to the provisions of Condition 4 (Taxation). (c) Where payment is to be made by transfer to a registered account, payment instructions (for value the due date or, if that date is not a Business Day, for value the first following day which is a Business Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed, in each case by the Paying Agent on the due date for payment or, in the case of a payment of principal, if later, on the Business Day on which the relevant Note is surrendered at the specified office of a Paying Agent. (d) Noteholders will not be entitled to any additional interest or other payment for any delay after the due date in receiving the amount due if the due date is not a Business Day or if the relevant Noteholder is late in surrendering its Note (if required to do so). If the amount of principal or interest is not paid in full when due, the Registrar will annotate the relevant Register with a record of the amount actually paid.

3 OPTIONAL REDEMPTION 3.1 Optional Redemption prior to 15 June 2019 At any time prior to 15 June 2019 the Issuer is entitled, at its option, to redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days prior notice to the holders of the Notes at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium as of, and accrued and unpaid interest to, the redemption date (subject to the right of holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date). For purposes of this Condition 3.1: “Applicable Premium” means, with respect to a Note on any redemption date, the greater of (i) 1.00% of the principal amount of such Note, and (ii) the excess of (to the extent positive): (A) the present value at such redemption date of (x) 100% of the principal amount of the Notes to be redeemed plus (y) all required remaining interest payments due on such Note to and including 15 June 2019 (excluding any accrued but unpaid interest to such redemption date), computed using a discount rate equal to the Bund Rate at such redemption date plus 50 basis points, over (B) the outstanding principal amount of such Note on such date of redemption, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, provided that the calculation shall not be a duty or obligation of the Trustee, the Principal Paying Agent or the Registrar.

103 “Bund Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for such redemption date, where: (i) “Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from such redemption date to 15 June 2019 and that would be utilised at the time of selection, and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of the Notes and of a maturity most nearly equal to 15 June 2019; provided, however, that if the period from such redemption date to 15 June 2019 is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall be determined by linear interpolation (calculated to the nearest one- twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given, except that if the period from such redemption date to 15 June 2019 is less than one year, a fixed maturity of one year shall be used; (ii) “Comparable German Bund Price” means, with respect to any redemption date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Issuer obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations; (iii) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Issuer in good faith; and (iv) “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any redemption date, the average as determined by the Issuer in good faith of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Issuer by such Reference German Bund Dealer at 3:30 p.m. Frankfurt, Germany, time on the third business day in Germany preceding the redemption date.

3.2 Optional Redemption upon an Equity Offering At any time prior to 15 June 2019, upon not less than 10 nor more than 60 days’ notice, the Issuer may, at its option, on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Trust Deed at a redemption price equal to 103.625% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to all or part of the net proceeds received by the Issuer from one or more Equity Offerings; provided, however, that: (a) at least 65% of the aggregate principal amount of Notes (including any Additional Notes) issued under the Trust Deed would remain outstanding immediately after the occurrence of such redemption; and (b) the redemption occurs within 90 days of the closing of such Equity Offering.

3.3 Optional Redemption on or after 15 June 2019 At any time and from time to time on or after 15 June 2019, the Issuer may, at its option, redeem all or part of the Notes upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices, expressed as percentages of principal amount of such Notes, or part thereof, to be redeemed, set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date, if redeemed during the 12-month period beginning on 15 June of the years indicated below:

Year Percentage 2019 ...... 101.813% 2020 ...... 100.906% 2021 and thereafter ...... 100.000%

3.3 Selection; Notice If less than all of the Notes are to be redeemed at any time, the Notes will be redeemed on a pro rata basis (or, in the case of Notes issued in global form, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or by a relevant clearing system or by an applicable stock exchange or depositary requirements. No Note of €100,000 in

104 aggregate principal amount or less will be redeemed in part. If the Issuer redeems any Notes in part only, the notice of redemption relating to such Notes shall state the portion of the principal amount thereof to be redeemed. In case of any certificated Notes, a new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Noteholder thereof upon cancellation of the original Note. In case of a global Note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Once notice of redemption is sent to the holders, Notes or portions thereof called for redemption become due and payable at the redemption price on the redemption date (subject to the satisfaction of any conditions precedent set forth in the redemption notice), and, commencing on the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption unless payment of the redemption monies and/or accrued interest (if any) is improperly withheld or refused, in which case interest will continue to accrue as provided in the Trust Deed. Any redemption notice given under this Condition 3 may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions, including in the case of a redemption pursuant to Condition 3.2, the completion of the related Equity Offering.

4 TAXATION 4.1 Additional Amounts (a) All payments made by or on behalf of the Issuer (including any successor entity) (each, a “Payor”) under or with respect to the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment, deduction, withholding or other governmental charge (including penalties, interest and other additions related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of the Republic of France, any jurisdiction from or through which payment is made, and (if different) any jurisdiction to which the payment is effectively connected and in which the payor has a permanent establishment or is resident for tax purposes, and, in each case, any political subdivision or taxing authority thereof or therein (each a “Relevant Taxing Jurisdiction”), unless such withholding or deduction is required by law. (b) If any amounts are required to be withheld or deducted for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Payor, to the fullest extent then permitted by law, will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by holders of the Notes (including Additional Amounts) after such withholding or deduction will not be less than the amount such holder of the Notes would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts shall not apply to: (i) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder or beneficial owner of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder, if the relevant holder is an estate, trust, partnership or corporation) and the Relevant Taxing Jurisdiction but excluding any connection arising from the ownership or holding of such Note, the enforcement of rights under such Note following an Event of Default or the receipt of payment in respect of such Note; (ii) estate, inheritance, gift, sales, excise, transfer, personal property or similar Taxes; (iii) any Taxes that would not have been imposed but for the presentation of the Note by the holder for payment (where presentation is required in order to receive payment) more than 30 days after the date on which such payment on such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period); (iv) any Taxes imposed on or with respect to any payment by the Issuer to the holder on the sole basis that such holder is a fiduciary or partnership or any person other than the beneficial owner of such payment or to the extent that a beneficiary or settlor with respect of such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note;

105 (v) any Taxes imposed in connection with a Note presented for payment by or on behalf of a holder or beneficial owner who would have been able to avoid such Tax by presenting the relevant Note to, or otherwise accepting payment from, another Paying Agent in a Member State of the European Union; (vi) any withholding or deduction imposed as a result of the failure of the holder or beneficial owner of the Notes to comply with any reasonable written request, made to that holder or beneficial owner in writing at least 30 days before any such withholding or deduction would be payable by the Issuer or the relevant Paying Agent, to provide timely and accurate information concerning the nationality, residence or identity of such holder or beneficial owner of the Notes or to make any valid and timely declaration or similar claim or satisfy any certification information or other reporting requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from or reduction in all or part of such withholding or deduction; (vii) any withholding or deduction required pursuant to an agreement described in section 1471(b) of the U.S. Internal Revenue Code (or any amended or successor version that is substantively comparable) or otherwise imposed pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code (or any amended or successor version that is substantively comparable), any regulations or agreements thereunder, official interpretations thereof, or any law implementing an intergovernmental agreement relating thereto; or (viii) any combination of the above. (c) The Payor will make all required withholdings and deductions and will remit the full amount required to be deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer will provide certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes, or if such tax receipts are not available, certified copies or other reasonable evidence of such payments as soon as reasonably practicable to the Trustee. Such copies shall be made available to the holders of the Notes upon reasonable request and will be made available at the offices of the Paying Agent. (d) If any Payor is obliged to pay Additional Amounts under or with respect to any payment made on any Note, at least 30 days prior to the date of such payment, the Payor will deliver to the Trustee an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable and such other information necessary to enable the Paying Agent to pay Additional Amounts on the relevant payment date (unless such obligation to pay Additional Amounts arises less than 45 days prior to the relevant payment date, in which case the Payor may deliver such Officer’s Certificate as promptly as practicable thereafter). The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. (e) Whenever in the Trust Deed or the Conditions there is mentioned, in any context (i) the payment of principal; (ii) purchase prices in connection with a purchase of Notes; (iii) interest; or (iv) any other amount payable on or with respect to any of the Notes, such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. (f) The Payor will pay any present or future stamp, issuance, registration, transfer or documentary taxes or any other excise or property taxes, charges or similar levies, and any penalties, additions to tax or interest due with respect thereto, that may be imposed in a Relevant Taxing Jurisdiction in connection with the execution, delivery, or registration of, or receipt of payment with respect to, any Notes, the Trust Deed or any other document or instrument referred to therein, or in any relevant jurisdiction in connection with any enforcement action following an Event of Default. (g) The obligations described under this heading will survive any termination or discharge of the Notes and the Trust Deed and will apply mutatis mutandis to any jurisdiction in which any successor person to a Payor is organised, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under or with respect to the Notes is made by or on behalf of such Payor, or any political subdivision or taxing authority or agency thereof or therein.

106 4.2 Redemption for Changes in Withholding Taxes (a) The Issuer may redeem the Notes, at its option, at any time as a whole but not in part, upon not less than 10 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of: (i) a change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of, or any treaties applicable to, any Relevant Taxing Jurisdiction (or any political subdivision or taxing authority thereof or therein); or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings (including a judgment by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction) and the Issuer cannot avoid such obligation by taking reasonable measures available to it. (b) Before the Issuer notifies the holders of the Notes of a redemption of the Notes as described above, the Issuer will deliver to the Trustee an Officers’ Certificate to the effect that the Issuer cannot avoid the obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer will also deliver an opinion of independent legal counsel of recognised standing and an Officers’ Certificate, each stating that the Issuer would be obligated to pay Additional Amounts as a result of a change in laws, treaties, regulations or rulings or the application or interpretation of such laws, treaties, regulations or rulings. The Trustee shall accept the Officers’ Certificates and such opinion as sufficient evidence of the satisfaction of the conditions precedent described above without further liability to holders in respect thereof.

5 CHANGE OF CONTROL 5.1 Upon the occurrence after the Issue Date of a Change of Control (as defined below), each holder of the Notes will have the right to require that the Issuer purchase all or any part (equal to €100,000 or any integral multiple of €1,000 in excess thereof) of such holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date). 5.2 For purposes of these Conditions, a “Change of Control” occurs: (a) if any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act), other than any person that owns more than 50% of the Voting Stock of the Issuer as of the Issue Date (a) becomes the owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer; (b) becomes the owner, directly or indirectly, of more than 40% of the Voting Stock of the Issuer, and no other person or group owns, directly or indirectly, a higher percentage of the Voting Stock of the Issuer than the specified person or group; (c) becomes able to use the voting rights attributable to its Voting Stock to determine in fact the decisions made at the Issuer’s general shareholders’ meetings; or (d) owns Voting Stock of the Issuer and gains the power to appoint or dismiss the majority of the members of the Issuer’s Board of Directors; or (b) upon the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Issuer and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is defined above)) other than any person that owns more than 50% of the Voting Stock of the Issuer as of the Issue Date. 5.3 Within 30 days following any Change of Control, the Issuer will notify each holder of the Notes in accordance with Condition 16 with a copy to the Trustee (the “Change of Control Offer”) stating: (a) that a Change of Control has occurred and that such holder has the right to require the Issuer to purchase such holder’s Notes at a purchase price in cash equal to 101% of the principal amount

107 thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of the Notes of record on the relevant record date to receive interest on the relevant interest payment date); (b) the circumstances and relevant facts regarding such Change of Control; (c) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is given); and (d) the instructions, as determined by the Issuer, consistent with this Condition 5, that a holder must follow in order to have its Notes purchased. 5.4 The Issuer will not be required to make a Change of Control Offer following a Change of Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in these Conditions applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (ii) a notice of redemption for the redemption of the Notes in whole but not in part has previously been given pursuant to Condition 3, unless there has been a Default in payment of the applicable redemption price. 5.5 The Issuer will comply with the requirements of applicable securities laws or regulations in connection with the purchase of the Notes as a result of a Change of Control. The the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Condition 5, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Condition 5 by virtue of its compliance with such securities laws or regulations. 5.6 The provisions of this Condition 5 relative to the obligations of the Issuer to make an offer to purchase the Notes as a result of a Change of Control may be waived or modified with the written consent of, or extraordinary resolution approved by, the holders of a majority in principal amount of the Notes for the time being outstanding.

6 COVENANTS 6.1 Limitation on Indebtedness (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Debt), and the Issuer will not, and will not permit any Restricted Subsidiary to, issue any Disqualified Stock, and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that (i) the Issuer may Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, in each case, if the Fixed Charge Coverage Ratio for the Issuer’s most recently ended two fiscal half-years for which internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred or such Disqualified Stock is issued, as the case may be, would have exceeded 2.0 to 1.0, in each case determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been Incurred or such Disqualified Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such two-half-year period; and (ii) Restricted Subsidiaries of the Issuer may Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock or Preferred Stock, in each case, if (x) the Fixed Charge Coverage Ratio for the Issuer’s most recently ended two fiscal half-years for which internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued, as the case may be, would have exceeded 2.0 to 1.0, and (y) the Consolidated Senior Net Indebtedness Ratio for the Issuer’s most recently ended two fiscal half-years for which internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued, as the case may be, would have been less than 0.75 to 1.0, in the case of (x) and (y) determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if such Indebtedness had been Incurred or such Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such two- half-year period.

108 (b) Condition 6.1(a) will not prohibit the Incurrence of any of the following items of Indebtedness (“Permitted Indebtedness”): (i) Indebtedness Incurred by the Issuer pursuant to Credit Facilities in an aggregate principal amount outstanding at any time not exceeding the greater of (x) €1,400.0 million and (y) 15% of Consolidated Total Assets, in each case, less the aggregate amount of all Net Available Cash from Asset Dispositions applied by the Issuer or any Restricted Subsidiary since the Issue Date to repay any Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to Condition 6.3; (ii) Indebtedness owed to and held by the Issuer or a Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary (to which such Indebtedness is owed) ceasing to be a Restricted Subsidiary or any redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary or any subsequent disposition, pledge or transfer of such Indebtedness (other than to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon not permitted by this sub-clause (ii); and provided further that in the case of any such Indebtedness owed by the Issuer to a Restricted Subsidiary, such Indebtedness shall (if and to the extent legally permitted) by its terms be Subordinated Indebtedness; (iii) Indebtedness represented by the Notes (other than any Additional Notes); (iv) Indebtedness of the Issuer or any Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness specified in sub-clauses (i), (iii) and (xi) of this Condition 6.1(b)); (v) Indebtedness of any Person that is assumed by the Issuer or any Restricted Subsidiary in connection with the Issuer’s or any such Restricted Subsidiary’s acquisition of assets from such Person or any Affiliate thereof or is issued and outstanding on or prior to the date on which such Person was acquired by the Issuer or any Restricted Subsidiary or merged or consolidated with or into the Issuer or any Restricted Subsidiary (other than Indebtedness Incurred to finance, or otherwise Incurred in connection with, or in contemplation of, such acquisition, merger or consolidation), provided that on the date of such acquisition, merger or consolidation, after giving pro forma effect thereto, the Issuer could incur at least €1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio in clause (a) of this Condition 6.1 or the Fixed Charge Coverage Ratio is equal to or greater than the Fixed Charge Coverage Ratio immediately prior to giving such pro forma effect thereto; (vi) the Incurrence of Refinancing Indebtedness by the Issuer or any Restricted Subsidiary in exchange for or the net proceeds of which are used to refund, replace, defease or refinance Indebtedness Incurred by the Issuer or any Restricted Subsidiary pursuant to clause (a) of this Condition 6.1 or sub-clause (iii), (iv) or (v) or this sub-clause (vi) of this Condition 6.1(b); (vii) Hedging Obligations of the Issuer or any Restricted Subsidiary Incurred in the ordinary course of business and not for speculative purposes; (viii) Obligations in respect of worker’s compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, stay, customs, appeal, surety bonds and similar bonds and completion guarantees provided by the Issuer or any Restricted Subsidiary in the ordinary course of business; (ix) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or similar Obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of the Issuer or any Restricted Subsidiary; provided that such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (it being understood that contingent Obligations referred to in a footnote to financial statements and not otherwise reflected on such balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this sub-clause); (x) Indebtedness of the Issuer or any Restricted Subsidiary in respect of (A) letters of credit, bankers’ acceptances, bank guarantees (cautions bancaires or garanties à première demande) or other similar instruments or obligations issued, or relating to liabilities or

109 obligations Incurred, in the ordinary course of business and not in connection with the borrowing of money (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), or (B) decrees, attachments or awards or completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations or take-or-pay obligations contained in supply agreements, or relating to liabilities or obligations Incurred, in the ordinary course of business; provided that, with respect to the drawing of letters of credit, such Indebtedness is reimbursed within 30 days following such drawing; (xi) Purchase Money Indebtedness and Capital Lease Obligations incurred by the Issuer or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries (including any reasonable fees and expenses Incurred in connection with such purchase, design, construction, installation or improvement), and any Refinancing Indebtedness with respect thereto, in an aggregate principal amount at any time outstanding not exceeding the greater of €500.0 million and 5.5% of Consolidated Total Assets; (xii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within ten Business Days; (xiii) customer deposits and advance payments (not in connection with the borrowing of money) received from customers for goods or services purchased in the ordinary course of business; (xiv) Indebtedness of the Issuer or a Restricted Subsidiary owing to the World Bank, the European Bank for Reconstruction and Development, the European Investment Bank, Fonds Industriel de Modernisation, Fond de Développement Economique et Social or any multilateral, governmental or European Union-controlled or US-controlled financial institution in an aggregate principal amount at any time outstanding not to exceed €350.0 million; provided that the aggregate principal amount at any time outstanding of such Indebtedness that is secured by a Lien does not to exceed €250.0 million; (xv) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness of the Issuer or of a Restricted Subsidiary, which Indebtedness in each case is permitted to be Incurred by another provision of this Condition 6.1; provided that any such guarantee of Indebtedness of the Issuer by a Restricted Subsidiary is made in compliance with Condition 6.6; (xvi) any guarantee of the Issuer and its Restricted Subsidiaries in respect of Qualified Joint Ventures that does not exceed €250.0 million; (xvii) Indebtedness of the Issuer or any Restricted Subsidiary arising as a result of implementing composite accounting or other cash pooling arrangements, treasury or cash management arrangements or netting or setting off arrangements involving solely the Issuer and other members of the Group or solely among the members of the Group; (xviii) Indebtedness of the Issuer or any Restricted Subsidiary (other than and in addition to Indebtedness permitted under sub-clauses (i) through (xvii) or sub-clause (xix) of this Condition 6.1(b)) in an aggregate principal amount at any time outstanding not to exceed the greater of €300.0 million and 3.5% of Consolidated Total Assets; and (xix) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock which results in any Restricted Subsidiary that holds such shares of Preferred Stock of another Restricted Subsidiary ceasing to be a Restricted Subsidiary or any redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (xix).

110 (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with this Condition 6.1: (i) (x) any Indebtedness outstanding on the Issue Date under the Senior Credit Facility will be treated as Incurred under clause (b)(i) above and may not be reclassified and (y) any Indebtedness Incurred under the Schuldschein Loan shall be treated as Incurred under clause (b)(iv) above and may not be reclassified; (ii) subject to sub-clause (i) above, (x) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, will classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and may include the amount and type of such Indebtedness in one or more of the above clauses (including in part under one clause and in part under another such clause) and (y) the Issuer will be entitled to divide and re- classify an item of Indebtedness in more than one of the types of Indebtedness described above; (iii) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Condition 6.1) arising under any guarantee, Lien, letter of credit, bankers’ acceptance or other similar instrument or obligation securing or supporting such Indebtedness (other than such guarantee, Lien, letter of credit, bankers’ acceptance or other similar instrument issued by the Issuer and securing or supporting Indebtedness of a Restricted Subsidiary) shall be disregarded to the extent that such guarantee, Lien, letter of credit, bankers’ acceptance or other similar instrument or obligation secures or supports such Indebtedness; and (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with IFRS. (d) For purposes of determining compliance with this Condition 6.1, the Euro Equivalent of the principal amount of Indebtedness denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first drawn, in the case of Indebtedness Incurred under a revolving credit facility; provided that (i) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a currency other than euro, and such refinancing would cause the applicable euro- denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such euro-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; (ii) the Euro Equivalent of the principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date; and (iii) if any such Indebtedness is subject to a Currency Agreement with respect to the currency in which such Indebtedness is denominated covering principal, premium, if any, and interest on such Indebtedness, the amount of such Indebtedness and such interest and premium, if any, shall be determined after giving effect to all payments in respect thereof under such Currency Agreement. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer and the Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, solely as a result of fluctuations in the exchange rate of currencies.

6.2 Limitation on Restricted Payments (a) The Issuer will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Issuer or such Restricted Subsidiary makes such Restricted Payment: (i) a Default or Event of Default shall have occurred and be continuing (or would result therefrom); (ii) the Issuer is not entitled to Incur an additional €1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) of Condition 6.1; or

111 (iii) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be the Fair Market Value thereof) declared or made subsequent to the Issue Date (other than Restricted Payments made pursuant to sub- clauses (i), (ii), (iv), (v), (vi) and (viii) of Condition 6.2(b) below) would exceed the sum (the “Restricted Payments Basket”) of (without duplication):

(A) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from 1 January 2015 to the end of the Issuer’s most recently ended fiscal half-year period for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities received (x) by the Issuer as capital contributions to the Issuer after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Issue Date (other than any such proceeds applied to redeem Notes in accordance with Condition 3.2) or (y) by the Issuer or any Restricted Subsidiary from the issuance and sale (other than to the Issuer or a Restricted Subsidiary) by the Issuer or any Restricted Subsidiary after the Issue Date of Indebtedness (other than Subordinated Indebtedness) that shall have been converted into or exchanged for Capital Stock of the Issuer (other than Disqualified Stock) (less (or plus) the amount of any cash and the Fair Market Value of any marketable securities distributed (or received) by the Issuer or any Restricted Subsidiary, as the case may be, upon such conversion or exchange); plus

(C) to the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is re-designated as a Restricted Subsidiary after the Issue Date, the lesser of (A) the Fair Market Value of the Issuer’s Restricted Investment in such Subsidiary as of the date of such re-designation or (B) such Fair Market Value of the Issuer’s investment in such Subsidiary as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary after the Issue Date to the extent such investment reduced the Restricted Payments capacity under this Condition 6.2(a)(iii) and was not previously repaid or otherwise reduced; plus

(D) in the case of any return of capital, disposition or repayment of any Investment constituting a Restricted Payment (including, without limitation, Investments in Unrestricted Subsidiaries and dividends and other distributions from Unrestricted Subsidiaries), without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments, an amount in the aggregate equal to the return of capital, repayment or other proceeds (in each case, in the form of cash or Cash Equivalents) with respect to all such Investments received by the Issuer or a Restricted Subsidiary; plus

(E) in the case of an Investment (other than a Permitted Investment) that is a guarantee made by the Issuer or a Restricted Subsidiary in favour of any Person (other than the Issuer or a Restricted Subsidiary) after the Issue Date and which reduced the Restricted Payments Basket pursuant to Condition 6.2(a)(iii), an amount equal to the amount of such guarantee upon the full and unconditional release of such guarantee; plus

(F) to the extent that any Investment constituting a Restricted Payment that was made after the Issue Date and which reduced the Restricted Payments Basket pursuant to Condition 6.2(a)(iii) is made in a Person that subsequently becomes a Restricted Subsidiary, the Fair Market Value of such Investment of the Issuer and its Restricted Subsidiaries as of the date such Person becomes a Restricted Subsidiary; plus

(G) 100% of any dividends received in cash by the Issuer or any Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in the Consolidated Net Income of the Issuer for such period.

112 (b) The preceding provisions will not prohibit: (i) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Issuer or Subordinated Indebtedness made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent issuance or sale of, Capital Stock of the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary) or a substantially concurrent capital contribution to the Issuer; provided that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent calculations under clause (a)(iii)(B) of this Condition; (ii) any purchase, redemption, repurchase, defeasance or other acquisition or retirement (collectively, “repurchase”) of Subordinated Indebtedness (x) made by exchange for, or out of the net cash proceeds of the substantially concurrent issuance or sale of Refinancing Indebtedness Incurred in compliance with Condition 6.1, or (y) following the occurrence of a Change of Control or an Asset Disposition to the extent required by the agreements governing such Indebtedness at a purchase price not greater than 101% of the principal amount of such Indebtedness, but only if the Issuer shall have complied with the provisions described under Condition 5 or Condition 6.3, as the case may be, and, if required, caused the repurchase of all Notes tendered pursuant to the offer to repurchase required thereby, prior to purchasing or repaying such Subordinated Indebtedness; (iii) dividends and distributions paid within 60 days after the date of declaration thereof or the giving of notice thereof (as applicable) if at such date of declaration or notice such dividend or distribution would have complied with clause (a) of this Condition; (iv) so long as no Default or Event of Default has occurred and is continuing, the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Issuer or any Restricted Subsidiary of the Issuer held by any current or former Officer, director or employee of the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, performance share plan, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock may not exceed €7.0 million in any twelve-month period; (v) payments of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Capital Stock of any such Person; (vi) the declaration and payments of dividends on Disqualified Stock issued in accordance with Condition 6.1 or of any Preferred Stock of a Restricted Subsidiary issued in accordance with Condition 6.1; (vii) the distribution, as a dividend or otherwise, of shares of Capital Stock, Indebtedness or other securities of Unrestricted Subsidiaries; (viii) any payment of Qualified Receivables Financing Fees and purchases of Qualified Receivables Financing Assets under or in respect of any Qualified Receivables Financing; (ix) repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants; (x) purchases of Capital Stock of the Issuer for contribution to an employee stock ownership plan of the Issuer not in excess of €5.0 million in aggregate; (xi) payments pursuant to any tax sharing agreement or arrangement among the Issuer and its Subsidiaries and other Persons with which the Issuer or any of its Subsidiaries is required or permitted to file a consolidated tax return or with which the Issuer or any of its Restricted Subsidiaries is a part of a group for tax purposes; provided, however, that such payments will not exceed the amount of tax that the Issuer and its Subsidiaries would owe on a stand-alone basis and the related tax liabilities of the Issuer and its Subsidiaries are relieved by the payment of such amounts to a relevant taxing authority; or (xii) so long as no Default or Event of Default has occurred and is occurring (or would result from), any Restricted Payments; provided that the Consolidated Leverage Ratio does not exceed 0.5 to 1.0 on a pro forma basis after giving effect to any such Restricted Payments and any related transaction;

113 (xiii) so long as no Default or Event of Default has occurred and is occurring, other Restricted Payments made under this Condition 6.2 not to exceed the greater of €200.0 million and 2.5% of Consolidated Total Assets at any time outstanding.

6.3 Limitation on Sales of Assets and Subsidiary Stock (a) The Issuer will not, and will not permit any Restricted Subsidiary to consummate any Asset Disposition, unless: (i) the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value (including as to the value of all non- cash consideration) of the shares and assets subject to such Asset Disposition; and (ii) at least 75% of the consideration thereof received by the Issuer or such Restricted Subsidiary is in the form of (A) cash, (B) Cash Equivalents or (C) Additional Assets. (b) If the Issuer or any Restricted Subsidiary consummates an Asset Disposition, the Issuer or such Restricted Subsidiary shall, no later than 365 days following the consummation of such Asset Disposition (or if later, the receipt of Net Available Cash therefrom), apply an amount equal to all or any of Net Available Cash therefrom to: (i) repay, redeem, retire or cancel any Indebtedness of the Issuer or a Restricted Subsidiary other than Subordinated Indebtedness (and if such Indebtedness to be repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (ii) (A) invest in non-current assets (including equipment, machinery and capital expenditures) to be used by the Issuer or any Restricted Subsidiary in a Permitted Business or make a capital expenditure, (B) acquire Capital Stock (other than Disqualified Stock) in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B) (it being understood that a binding commitment to consummate any such investment or acquisition within 180 days of such commitment shall be deemed a permitted application of such Net Available Cash pursuant to this sub-clause (ii), provided such binding commitment was entered into by the Issuer or a Restricted Subsidiary with a good faith expectation of such commitment being complied with); and (iii) make a Net Proceeds Offer (and, if applicable redeem, repay or purchase other Pari Passu Indebtedness) in accordance with the procedures described below; and/or any combination of sub-clauses (i) to (iii) above. The amount of Net Available Cash not applied or invested as provided in this clause (b) will constitute “Excess Proceeds”. (c) When the aggregate amount of Excess Proceeds equals or exceeds €25.0 million, the Issuer will be required to make an offer to purchase from all holders of the Notes and, if applicable, redeem (or make an offer to redeem, repay or purchase) any other Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem, repay or purchase or make an offer to purchase such Indebtedness with the proceeds from any Asset Disposition, in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to the amount of such Excess Proceeds as follows: (i) the Issuer will (a) make an offer to purchase Notes (a “Net Proceeds Offer”) to all holders of the Notes and (b) redeem, repay or purchase (or make an offer to redeem, repay or purchase) any such other Pari Passu Indebtedness, pro rata in proportion to the respective principal amounts of the Notes and such other Pari Passu Indebtedness, in the maximum principal amount of Notes and Pari Passu Indebtedness that may be redeemed, repaid or purchased out of the amount (the “Payment Amount”) of such Excess Proceeds; (ii) the offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes tendered pursuant to a Net Proceeds Offer, plus accrued and unpaid interest thereon, if any, to the date such Net Proceeds Offer is consummated (the “Offered Price”), and the redemption, repayment, or purchase price or amount, as applicable, for such Pari Passu Indebtedness (the “Pari Passu Indebtedness Price”) shall be as set forth in the related documentation governing such Indebtedness;

114 (iii) if the aggregate Offered Price of Notes validly tendered and not withdrawn by holders of the Notes thereof exceeds the pro rata portion of the Payment Amount allocable to the Notes, Notes to be purchased will be selected on a pro rata basis; and (iv) upon completion of such Net Proceeds Offer in accordance with the foregoing provisions, the amount of Excess Proceeds with respect to which such Net Proceeds Offer was made shall be deemed to be zero. (d) To the extent that the sum of the aggregate Offered Price of Notes tendered pursuant to a Net Proceeds Offer and the aggregate Pari Passu Indebtedness Price paid to the holders of such Pari Passu Indebtedness is less than the Payment Amount relating thereto (such shortfall constituting a “Net Proceeds Deficiency”), the Issuer may use the Net Proceeds Deficiency, or a portion thereof, for any purpose not prohibited by these Conditions. (e) For the purposes of this Condition, the following are deemed to be cash or Cash Equivalents: (1) the amount (without duplication) of any Indebtedness of the Issuer (other than Subordinated Indebtedness) or of any Restricted Subsidiary, in each case, that is expressly assumed by the transferee in such Asset Disposition and with respect to which the Issuer or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness; (2) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Disposition; and (3) securities received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash. (f) The Issuer will comply, to the extent applicable, with the requirements of any applicable securities laws or regulations in connection with the repurchase of Notes pursuant to this Condition. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Condition, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Condition by virtue of its compliance with such securities laws or regulations.

6.4 Limitation on Liens The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing Indebtedness (“Initial Liens”) other than Permitted Liens without effectively providing that the Notes shall be secured (i) equally and rateably with the Indebtedness so secured or (ii) if such Indebtedness is Subordinated Indebtedness, prior to the Subordinated Indebtedness so secured, for so long as such Indebtedness is so secured. Any Lien thereby created in favour of the holders of the Notes under this Condition 6.4 will be automatically and unconditionally released and discharged upon (a) the release and discharge of the Initial Lien to which it relates or (b) any sale, exchange or transfer to any Person, which is not an Affiliate of the Issuer, of the property or assets secured by such Initial Lien or of all the Capital Stock of the entity holding such property or assets (or of a Person of which such entity is a Subsidiary), in each case, that is otherwise permitted by these Conditions (but only if all other Liens on the same property or assets that were required to be given under the terms of other Indebtedness as a result of the Initial Lien having been given or having arisen have also been, or on such sale, exchange or transfer, would also be, unconditionally released and discharged).

6.5 Merger and Consolidation (a) The Issuer shall not in a single transaction or through a series of transactions consolidate with or merge with or into any other Person, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of the Issuer’s properties and assets to any other Person or Persons. (b) Clause (a) will not apply if: (i) either at the time and immediately after giving effect to any such consolidation or merger, (x) the Issuer shall be the continuing corporation or (y) the Person (if other than the Issuer)

115 formed by or surviving any such consolidation or merger or to which such sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the Issuer’s properties and assets or all or substantially all of the properties and assets of the Issuer and of the Restricted Subsidiaries on a consolidated basis has been made (the “Surviving Entity”): (A) shall be a corporation duly organised and validly existing under the laws of France, any other member state of the European Union, Switzerland, the United States of America, any state thereof or the District of Columbia; and (B) expressly assumes the obligations of the Issuer under the Notes and the Trust Deed, pursuant to a supplemental Trust Deed, in form and substance reasonably satisfactory to the Trustee, and the Notes and the Trust Deed remain in full force and effect as so supplemented; (ii) immediately after giving effect to any such consolidation, merger, sale, assignment, transfer, lease or other disposition on a pro forma basis (and treating any Obligation of the Issuer or any Restricted Subsidiary incurred in connection with or as a result of such transaction or series of transactions as having been incurred by the Issuer or any Restricted Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing; (iii) immediately after giving effect to any such consolidation, merger, sale, assignment, transfer, lease or other disposition on a pro forma basis (on the assumption that such transaction or series of transactions occurred on the first day of the two-half-year period immediately prior to the consummation of such transaction or series of transactions for which internal financial statements of the Issuer are available, with the appropriate adjustments with respect to the transaction or series of transactions being included in such pro forma calculation): (A) the Issuer (or the Surviving Entity if the Issuer is not a continuing obligor under these Conditions) could Incur at least €1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in clause (a) of Condition 6.1; or (B) the Fixed Charge Coverage Ratio of the Issuer (or if applicable, the Surviving Entity) would not be less than it was immediately prior to giving such pro forma effect to such transaction; and (iv) the Issuer or the Surviving Entity shall have delivered to the Trustee, in a form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate (attaching the computations to demonstrate compliance with sub-clauses (ii) and (iii) above) and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition, and if a supplemental Trust Deed is required in connection with such transaction, such supplemental Trust Deed will, comply with the requirements of the Trust Deed and has been duly authorised, executed and delivered by the Issuer and/or Surviving Entity and constitutes a legal, valid, binding and enforceable obligation of each such party thereto, provided that in giving such opinion such counsel may rely on an Officers’ Certificate as to compliance with the foregoing clauses (ii) and (iii) and as to matters of fact and such opinion may contain customary assumptions and qualifications. No Opinion of Counsel shall be required for a consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition described in paragraph (c) of this Condition 6.5. (c) (A) Paragraph (a) of this Condition 6.5 shall not apply to any transaction in which any Restricted Subsidiary consolidates with, merges into or transfers all or part of its assets to the Issuer (with the Issuer as the Surviving Entity thereof) and (B) sub-clauses (ii) and (iii) of paragraph (b) of this Condition 6.5 shall not apply if the Issuer consolidates or merges with or into or transfers all or substantially all its properties and assets to (x) an Affiliate incorporated or organised for the purpose of reincorporating or reorganising the Issuer in another jurisdiction or changing its legal structure to another entity or (y) a Restricted Subsidiary of the Issuer so long as all assets of the Issuer and the Restricted Subsidiaries of the Issuer immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof.

116 (d) In the case of any transaction complying with this Condition to which the Issuer is a party, the Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Trust Deed; provided that the predecessor Issuer shall not be relieved from its obligations to pay the principal and interest on the Notes in the case of a lease of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries taken as a whole.

6.6 Limitation on Issuances of Guarantees of Indebtedness (a) The Issuer will not cause or permit any Restricted Subsidiary to guarantee (whether directly or indirectly) any Indebtedness of the Issuer (other than the Notes but including, for the avoidance of doubt, (i) Indebtedness under the 2016 Notes, (ii) Indebtedness under the 2022 Notes or (iii) Indebtedness under any Credit Facility Incurred pursuant to Condition 6.1(b)(i)), unless (x) the Issuer simultaneously causes such Restricted Subsidiary to provide, by way of a supplemental Trust Deed in form and substance reasonably satisfactory to the Trustee, a guarantee of the Notes on a substantially identical basis and ranking senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness of the Issuer, which guarantee of the Notes shall be legally valid and enforceable to at least the same degree as such guarantee of other Indebtedness of the Issuer and shall be in effect for so long as such Restricted Subsidiary’s guarantee of such other Indebtedness of the Issuer remains in effect, and (y) with respect to any guarantee of Subordinated Indebtedness by such Restricted Subsidiary, any such guarantee shall be subordinated to such Restricted Subsidiary’s guarantee with respect to the Notes at least to the same extent as such Subordinated Indebtedness is subordinated to the Notes. Any guarantee by a Restricted Subsidiary of the Notes that is required by the immediately preceding sentence may, as necessary, be subject to any limitation under applicable law (including, without limitation, laws relating to maintenance of share capital, corporate benefit, fraudulent conveyance or transfer, transactions under value, voidable preference and financial assistance), provided that such limitation also applies to such guarantee of such other Indebtedness of the Issuer to at least the same extent as it applies to such guarantee of the Notes. (b) This Condition 6.6 shall not be applicable to any guarantees by any Restricted Subsidiary: (i) that existed as of the Issue Date or at the time such Person became a Restricted Subsidiary if the guarantee was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, provided, however, that any guarantee of the 2022 Notes and the Senior Credit Facility shall be promptly released upon redemption of the 2016 Notes; or (ii) given to a bank or trust company or other financial institution referred to in clause (ii) of the definition of Cash Equivalents in respect of or in connection with the operation of cash management or pooling programmes or treasury arrangements or similar arrangements established for the Issuer’s benefit or that of any member of the Group. (c) Notwithstanding the foregoing, the Issuer shall not be obliged to cause such Restricted Subsidiary to guarantee the Notes pursuant to this Condition 6.6 to the extent that such guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in a violation of applicable law which, in any case, cannot be prevented or otherwise avoided through measures reasonably available to the Issuer or the Restricted Subsidiary or any liability for the officers, directors or shareholders of such Restricted Subsidiary. In the event that the Issuer shall seek, pursuant to the immediately preceding sentence, to cause or permit a Restricted Subsidiary to guarantee Indebtedness of the Issuer without such Restricted Subsidiary being obliged to guarantee the Notes (and prior to the issuance of such guarantee), the Issuer will deliver to the Trustee an Officers’ Certificate to the effect that either (i) such Restricted Subsidiary cannot prevent or avoid a violation of applicable law that would reasonably be expected to give rise to or result from the giving of a guarantee by measures reasonably available to it or such Restricted Subsidiary or (ii) the giving of the guarantee by a Restricted Subsidiary would reasonably be expected to give rise to liability for the officers, directors or shareholders of such Restricted Subsidiary and the Trustee shall accept such as sufficient evidence thereof without further liability to the Noteholders or any other Person in respect thereof. (d) Any additional guarantee created for the benefit of the Noteholders pursuant to this Condition 6.6 will automatically and unconditionally be released under the same conditions and circumstances that the guarantee of the other Indebtedness of the Issuer that gave rise to the obligation to guarantee the Notes will be released, so long as no Event of Default would otherwise arise as a result and no other Indebtedness of the Issuer is at that time guaranteed by the relevant Restricted Subsidiary.

117 6.7 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries; (ii) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or (iii) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries. (b) However, Condition 6.7(a) will not apply to encumbrances or restrictions existing under or by reason of: (i) agreements and other instruments governing Indebtedness outstanding on the Issue Date as in effect on the Issue Date and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Issue Date; (ii) the Trust Deed and the Notes; (iii) agreements governing other Indebtedness permitted to be incurred under the provisions of Condition 6.1 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein are not materially more restrictive, taken as a whole, than is customary in comparable financings (as determined in good faith by the Issuer); (iv) applicable laws, rules, regulations or orders governmental licences, concessions, franchises or permits; (v) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted to be incurred by the terms of the Trust Deed; (vi) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (vii) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (a)(iii) of this Condition; (viii) any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the properties and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (ix) Refinancing Indebtedness permitted by the terms of the Trust Deed; provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (x) Liens permitted to be incurred under the provisions of Condition 6.4 that limit the right of the debtor to dispose of the assets subject to such Liens; (xi) contractual requirements under or in respect of Qualified Receivables Financing;

118 (xii) customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale leaseback agreements, stock sale agreements and other similar agreements (including agreements entered into in connection with a Restricted Investment) entered into with the approval of the Issuer’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements; (xiii) restrictions on cash or other deposits or net worth imposed by customers or suppliers under contracts entered into in the ordinary course of business; and (xiv) any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing sub-clauses (i) through (xiii), or in this clause (xiv); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced or replaced.

6.8 Transactions with Affiliates (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, make any payment to or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of €10.0 million, unless: (i) the Affiliate Transaction is on terms that are no less favourable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer or any of its Restricted Subsidiaries; and (ii) the Issuer delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €25.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer (or, if there is only one disinterested member of such Board of Directors, such member); and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €100.0 million, an opinion from an accounting, appraisal or investment banking firm of national standing, stating that the transaction or series of related transactions is (x) fair from a financial point of view taking into account all relevant circumstances or (y) on terms not less favourable than might have been obtained in a comparable transaction at such time on an arm’s length basis from a Person who is not an Affiliate. (b) The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (i) any issuance or sale of Capital Stock, options, other equity related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, programme, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Issuer, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultant plans (including, valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programmes or arrangements) and/or indemnities provided on behalf of Officers, employees or directors or consultants approved by the Board of Directors of the Issuer, or any similar arrangement entered into by the Issuer or any of its Restricted Subsidiaries, in each case in the ordinary course of business and payments pursuant thereto;

119 (ii) transactions between or among the Issuer and any Restricted Subsidiary, or between or among Restricted Subsidiaries; (iii) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, directly or through a Restricted Subsidiary, Capital Stock of, or controls, such Person; (iv) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of Officers, directors, employees or consultants of the Issuer or any of its Restricted Subsidiaries; (v) any issuance of Capital Stock (other than Disqualified Stock) of the Issuer to Affiliates of the Issuer; (vi) Restricted Payments that do not violate the provisions of the Trust Deed described above under Condition 6.2; (vii) any Permitted Investments (other than Permitted Investments described in clauses (i), (ii) or (xix) of the definition thereof); (viii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labour, in each case in the ordinary course of business and otherwise in compliance with the terms of the Trust Deed that are fair to the Issuer or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favourable as might reasonably have been obtained at such time from an unaffiliated Person; (ix) any transaction effected as part of a Qualified Receivables Financing; (x) loans or advances to employees, directors and officers made in the ordinary course of business in an aggregate principal amount at any time not to exceed €1.0 million; (xi) any payments or other transactions pursuant to a tax sharing agreement between the Issuer and any other Person or a Restricted Subsidiary of the Issuer and any other Person with which the Issuer or any of its Restricted Subsidiaries files a consolidated tax return or with which the Issuer or any of its Restricted Subsidiaries is part of a group for tax purposes or any tax advantageous group contribution made pursuant to applicable legislation; provided, however, that any such tax sharing or arrangement and payment does not permit or require payments in excess of the amounts of tax that would be payable by the Issuer and its Restricted Subsidiaries on a stand-alone basis; and (xii) transactions pursuant to, or contemplated by, any written agreements in existence on the Issue Date and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on the Issue Date.

6.9 Business Activities The Issuer will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Issuer and its Restricted Subsidiaries taken as a whole.

6.10 Payments for Consent The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of the Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Trust Deed or the Notes unless such consideration is offered to be paid and is paid to all holders of the Notes that consent, waive or agree to amend in the time frame set out in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuer and its Restricted Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of the Trust Deed or the Notes, to exclude holders of Notes in any jurisdiction where (i) the solicitation of such consent waiver or amendment, including in connection with

120 an offer to purchase for cash or (ii) the payment of the consideration therefor would require the Issuer or any of its Restricted Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not limited to, the United States federal securities laws and the laws of the European Union or its member states), in each case, which the Issuer reasonably determines (acting in good faith) (A) would be materially burdensome or (B) would otherwise not be permitted under applicable law in such jurisdiction.

6.11 Reports As long as any Notes are outstanding, the Issuer will furnish to the holders of the Notes and to the Trustee: (a) within 120 days after the end of the Issuer’s fiscal year (beginning with the fiscal year ended 31 December 2015), annual reports, which shall contain the following information with a level of detail that is substantially comparable to the offering circular related to the issuance of the Notes on the Issue Date: (i) audited consolidated balance sheets of the Issuer as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Issuer for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (ii) an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (iii) a description of the business, management and shareholders of the Issuer, all material affiliate transactions and a description of all material new contractual arrangements, including material debt instruments (unless such contractual arrangements were described in a previous annual or semi-annual report, in which case the Issuer need describe only any material changes); and (v) material risk factors relating to the business of the Issuer and material recent developments; (b) within 45 days following the end of the first half-year period in each fiscal year of the Issuer (beginning with the half-year ending 30 June 2016), semi-annual reports containing the following information: (i) an unaudited condensed consolidated balance sheet of the Issuer as of the end of such period and unaudited condensed consolidated statements of income and cash flow of the Issuer for the semi-annual period ending on the unaudited condensed consolidated balance sheet date and the comparable prior year period, together with condensed footnote disclosure; (ii) an operating and financial review of the unaudited financial statements, including a discussion of the results of operations, financial condition and liquidity and capital resources, and a discussion of changes in material commitments and contingencies and changes in critical accounting policies; and (iii) material recent developments; (c) quarterly consolidated sales data of the Issuer for each of the first and third quarter of each fiscal year of the Issuer, in each case not later than 60 days after the end of the relevant quarter; and (d) promptly after the occurrence of a material acquisition, disposition, restructuring of the Issuer and its Restricted Subsidiaries, taken as a whole, any change in the Chief Executive Officer or Chief Financial Officer or any Executive Vice President of the Issuer or change in auditors or any other material event that the Issuer announces publicly, a report containing a description of such event. At the same time as it delivers the financial statements referred to in Condition 6.11, the Issuer shall deliver to the Trustee an Officer’s Certificate certifying its compliance with this Condition 6 and that no Default or Event of Default has occurred or if it has, giving detail of such Default or Event of Default. The Trustee shall have no obligation to read or analyse any information or report delivered to it under this Condition 6.11 and shall have no obligation to determine whether any such information or report complies with the provisions of this Condition 6.11 and shall not be deemed to have notice of anything disclosed therein and shall incur no liability by reason thereof. The Issuer will also make available copies of all reports required by this Condition 6.11 (i) on its website and (ii) if and so long as the Notes are listed on the Global Exchange Market and the rules of the Irish Stock Exchange so require, at the specified office of the paying agent.

6.12 Redemption of the 2016 Notes The Issuer will, prior to or on the Issue Date, issue a redemption notice for the entire principal amount of the 2016 Notes outstanding, and redeem the 2016 Notes in full by no later than the 30th day following the Issue Date.

121 7 SUSPENSION OF COVENANTS DURING ACHIEVEMENT OF INVESTMENT GRADE STATUS 7.1 If during any period the Notes have achieved and for so long as the Notes continue to maintain Investment Grade Status and no Event of Default shall have occurred and be continuing (such period, an “Investment Grade Status Period”), upon written notice by the Issuer to the Trustee in an Officers’ Certificate certifying such Investment Grade Status and the absence of any Event of Default, the following Conditions will be suspended and will not be applicable to the Issuer and the Restricted Subsidiaries during such period: (a) Condition 6.1; (b) Condition 6.2; (c) Condition 6.3; (d) Condition 6.4; (e) Condition 6.5(b)(iii); (f) Condition 6.6; (g) Condition 6.7; and (h) Condition 6.8. In addition, during an Investment Grade Status Period, the provisions of the first sentence of the final paragraph of the definition of “Unrestricted Subsidiary” will also be suspended and will not be applicable to the Issuer and the Restricted Subsidiaries (and no Subsidiaries may be designated by the Board of Directors as Unrestricted Subsidiaries solely in anticipation of an Investment Grade Status Period). Covenants and other provisions of these Conditions that are suspended during an Investment Grade Status Period will be immediately reinstated and will continue to exist during any period in which the Notes do not have Investment Grade Status. Upon reinstatement, calculations under the reinstated Condition 6.2 will be made as if such Condition had been in effect during the entire period from the Issue Date (including the Investment Grade Status Period), it being understood however that no action taken during an Investment Grade Status Period or prior to an Investment Grade Status Period in compliance with the covenants then applicable will constitute a Default or an Event of Default under the Notes in the event that suspended covenants and provisions are subsequently reinstated or suspended, as the case may be. For the avoidance of doubt, an Investment Grade Status Period will not commence until the Issuer has provided written notice to the Trustee in accordance with this Condition 7.1. For purposes of this Condition, “Investment Grade Status” exists as of any time if at such time the Notes have been assigned at least two of the following ratings: (x) BBB- or higher by S&P, (y) Baa3 or higher by Moody’s or (z) BBB- or higher by Fitch.

8 CURRENCY INDEMNITY 8.1 Euros are the sole currency of account and payment for all sums payable by the Issuer under the Notes and the Trust Deed. Any amount received or recovered in a currency other than euros in respect of the Notes (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction or in the winding-up or dissolution of the Issuer, its Subsidiaries or otherwise) by the Trustee or a holder of the Notes in respect of any sum expressed to be due to it from the Issuer shall constitute a discharge of the Issuer only to the extent of the euros amount which the recipient is able to purchase with the amount so received or recovered in such other currency, on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that euro amount is less than the euro amount expressed to be due to the recipient under any Note, the Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this indemnity, it will be sufficient for the Trustee or the holders of the Notes to certify (indicating the sources of information used) that it would have suffered a loss had the actual purchase of euros been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of euros on such date had not been practicable, on the first date on which it would have been practicable).

8.2 The above indemnity, to the extent permitted by law: (a) constitutes a separate and independent obligation from the other obligations of the Issuer;

122 (b) shall give rise to a separate and independent cause of action; (c) shall apply irrespective of any waiver granted by the Trustee or any holder of the Notes; and (d) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or any other judgment or order. The indemnity pursuant to this Condition 8 shall be a senior obligation with respect to the Issuer on the same basis and to the same extent as all other payment obligations of the Issuer hereunder.

9 EVENTS OF DEFAULT 9.1 Each of the following is an Event of Default with respect to the Notes (each, an “Event of Default”): (a) (x) a default in the payment of interest on the Notes when due, continued for 30 days, or (y) a default in the payment of Additional Amounts for 30 days after notice thereof to the Issuer; (b) a default in the payment of principal of, or premium, if any, on any Note when due at its Stated Maturity, upon optional redemption, a repurchase required by these Conditions, acceleration or otherwise; (c) failure by the Issuer to comply with its obligations under (x) Condition 5, (y) Condition 6.3 or (z) Condition 6.5; (d) failure by the Issuer to comply for 60 days after written notice from the Trustee, or holders of at least 25% in aggregate principal amount of Notes, with any other covenant contained in these Conditions or the Trust Deed; (e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries), whether such Indebtedness now exists, or is created after the Issue Date, if that default: (i) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (ii) results in the acceleration of such Indebtedness prior to its Stated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates €50.0 million or more; (f) the taking of any of the following actions by the Issuer or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (A) the commencement of a voluntary case (including, the appointment of a voluntary administrator); (B) the consent to the entry of an order for relief against it in an involuntary case; (C) the consent to the appointment of a Custodian of it or for any substantial part of its property (unless such appointment is done on a solvent basis or is in connection with a transaction or series of related transactions permitted by Condition 6.5) or (D) the making of a general assignment for the benefit of its creditors; (g) the Issuer, or any Significant Subsidiary that is established in France (without prejudice to the other paragraphs of this Condition) (A) is unable to pay its due debt out of its available assets (cessation des paiements) within the meaning of Articles L.631-1 et seq. of the French Commercial Code; or (B, without limitation to the foregoing, is subject, on its own initiative or on the initiative of a third party, to: (1) an amicable liquidation or a dissolution (other than merger or dissolution permitted by these Conditions); (2) a request of nomination of a mandataire ad hoc as provided in Articles L.611-3 et seq. of the French Commercial Code; (3) the opening of a proceedings for sauvegarde, sauvegarde financière accélérée, sauvegarde accélérée, redressement judiciaire or liquidation judiciaire, (4) a bankruptcy judgment (redressement judiciaire or liquidation judiciaire) in accordance with Articles L.631-1 et seq. and L.640-1 et seq. of the French Commercial Code or a judgment for the cession totale ou partielle de l’entreprise in accordance with Articles L.642-1 et seq. of the French Commercial Code; or (5) a conciliation proceeding under L.611-4 et seq. of the French Commercial Code;

123 (h) a court of competent jurisdiction enters an order, judgment or decree under any Bankruptcy Law that: (A) is for relief against the Issuer or any Significant Subsidiary in an involuntary case; (B) appoints a Custodian of the Issuer or any Significant Subsidiary or for any substantial part of any of their respective property; or (C) orders the winding-up or liquidation of the Issuer or any Significant Subsidiary (unless such winding up or liquidation is done on a solvent basis or is in connection with a transaction or series of related transactions permitted by Condition 6.5); and in any of (A) through (C) the order or decree remains unstayed and in effect for 60 consecutive days; or (i) the rendering of any final judgment by a court of competent jurisdiction for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 60 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof will be unsuccessful) in excess of €50.0 million against the Issuer or a Significant Subsidiary that is not discharged, or bonded or insured by a third Person, if such judgment or decree is not discharged, waived or stayed for a period of 60 consecutive days.

9.2 (a) If an Event of Default (other than an Event of Default specified in sub-clauses (f), (g) or (h) of Condition 9.1) occurs and is continuing, the Trustee (subject as provided below in this Condition 9.2) or the holders of at least 25% in principal amount of the outstanding Notes may declare by notice in writing to the Issuer the Notes to be immediately due and repayable at their principal amount together with accrued interest and all other amounts due on all the Notes; provided, however, that, after such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration and waive the related Default and Event of Default (other than an Event of Default referred to in sub-clause (j) of Condition 12.2) (or instruct the Trustee to do so subject as provided in Condition 9.2) if all Events of Default, other than the nonpayment of accelerated principal, interest and other amounts due, have been cured or waived. Upon such a declaration, such principal and interest and all other amounts due shall be due and payable immediately. If an Event of Default relating to sub-clauses (f) (g) or (h) of Condition 9.1 occurs, the Notes will automatically become and be immediately due and payable at such amount aforesaid without any declaration or other act on the part of the Trustee or any holders of the Notes and, for the avoidance of doubt, any requirement for an Event of Default to be continuing will be satisfied upon such acceleration. (b) Notwithstanding Condition 9.2(a) above, in the event of a declaration of acceleration in respect of the Notes because an Event of Default specified in Condition 9.1(e) above shall have occurred and be continuing, such declaration of acceleration of the Notes and such Event of Default and all consequences thereof (including any acceleration or resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the holders of the Notes, and be of no further effect, if the payment default or other default triggering such Event of Default pursuant to Condition 9.1(e) shall be remedied or cured by the Issuer or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within 60 days after the acceleration declaration with respect thereto and if (a) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (b) all existing Events of Default, except non-payment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. (c) The Trustee may at any time, at its discretion and without notice, take such steps, actions or proceedings against the Issuer as it may think fit to enforce the provisions of the Trust Deed and the Notes, but it shall not be bound to take any such proceedings or any other step or action in relation to the Trust Deed or the Notes (including, without limitation any action under Condition 9.1 or 9.2(a)) unless (a) subject, where applicable, to the provisions of Condition 12.1, it has been so directed by an extraordinary resolution of the holders of the Notes or so requested in writing by the holders of at least 25% in principal amount of the Notes then outstanding and (b) it has been indemnified and/or secured and/or pre-funded to its satisfaction. 9.3 In the event that holders of Notes declare the Notes to be accelerated pursuant to Condition 9.2(a), the Trustee shall be entitled to rely on such declaration (or any amendment or rescission referred to in Condition 9.2(b)) without any further investigation or liability to any party in connection therewith. Other than as provided in Condition 9.2, no holder of Notes shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

124 10 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS No director, officer, employee, incorporator or stockholder, as such, of the Issuer or any Subsidiary of any thereof shall have any liability for any obligation of the Issuer under these Conditions, the Trust Deed or the Notes or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each holder, by accepting the Notes, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

11 PRESCRIPTION Claims against the Issuer for payment of principal and interest in respect of the Notes will be prescribed and become void unless made, in the case of principal and premium, within ten years or, in the case of interest and Additional Amounts, within five years after the relevant date for payment thereof.

12 AMENDMENTS AND WAIVERS 12.1 The Trust Deed contains provisions for convening meetings of the holders of the Notes to consider any matter affecting their interests, including the modification or abrogation by extraordinary resolution (within the meaning of the Trust Deed) of any of these Conditions or any of the provisions of the Trust Deed. The quorum at any meeting for passing an extraordinary resolution will be one or more Persons present holding or representing more than 50% in aggregate principal amount of the Notes for the time being outstanding, except that, at any meeting the business of which includes the modification or abrogation of certain of the provisions of these Conditions and certain of the provisions of the Trust Deed in each case as set forth in Condition 12.2 below, the necessary quorum for passing an extraordinary resolution will be one or more Persons present holding or representing not less than 90% of the principal amount of the Notes for the time being outstanding. An extraordinary resolution passed at any meeting of the holders of the Notes will be binding on all holders, whether or not they are present at the meeting. Once the requisite quorum is achieved at any meeting, any extraordinary resolution may be passed by holders of Notes who are present at such meeting and who hold or represent more than 50% in aggregate principal amount of the Notes held by all holders who are present at such meeting. The Trust Deed also provides that a resolution in writing and signed by or on behalf of more than 50% in aggregate principal amount of Notes for the time being outstanding (or in respect of the matters set forth below in Condition 12.2, not less than 90% in aggregate principal amount of Notes for the time being outstanding) shall have the same effect as an extraordinary resolution passed at a meeting as described above. 12.2 The matters that require a quorum of 90% at any meeting of holders of the Notes or that require a direction or request or the consent of holders of at least 90% in aggregate principal amount of the Notes for the time being outstanding, as described above, are: (a) reducing the principal amount of Notes whose holders must consent to an amendment or a waiver or the principal amount of Notes required to establish a quorum for passing an extraordinary resolution; (b) reducing the rate of or extending the time for payment of interest on the Notes; (c) reducing the principal of or changing the Stated Maturity of the Notes; (d) reducing the premium payable upon the redemption of, or changing the date for any redemption of, Notes under Condition 3 or Condition 4.2 (or, after a Change of Control has already occurred, Condition 5); (e) making any of the Notes payable in a currency other than euro; (f) impairing the right of any holder of the Notes to (i) receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or (ii) institute suit for the enforcement of any payment on or with respect to such holder’s Notes; (g) making any change in the list of matters specified in this Condition 12.2; (h) making any change in the ranking or priority of any of the Notes that would adversely affect the holders of the Notes;

125 (i) making any change in the provisions of Condition 4 that adversely affects the rights of the holders of the Notes or amending the terms of the Notes or the Trust Deed in each case in a manner that would result in the loss of an exemption from any of the Taxes described thereunder; or (j) waiving a default in the payment of principal of or premium or interest on any Notes (except a rescission of acceleration of the Notes by the holders of the Notes thereof as provided above in these Conditions and a waiver of the payment default that resulted from such acceleration). 12.3 The Trustee may agree, without the consent of the holders of the Notes, to any modification (other than any modification concerning a matter listed in Condition 12.2) of, or to the waiver or authorisation of any breach or proposed breach of, any of these Conditions or any of the provisions of the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or Default shall not be treated as such (provided that, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the holders of the Notes) or may agree, without any such consent as aforesaid, to any modification which, in its opinion, is of a formal, minor or technical nature or to correct a manifest error. 12.4 In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the holders of the Notes as a class but shall not have regard to any interests arising from circumstances particular to individual holders of the Notes (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any holder of Notes be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders except to the extent already provided for in Condition 4 and/or any undertaking given in addition to, or in substitution for, Condition 4 pursuant to the Trust Deed. 12.5 Any modification, abrogation, waiver, authorisation or determination shall be binding on the holders of the Notes and, unless the Trustee agrees otherwise, shall be notified by the Issuer to the holders as soon as practicable thereafter in accordance with Condition 16. 12.6 The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/ or prefunded to its satisfaction. 12.7 The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer and/or any of the Issuer’s Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of the Issuer’s Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the holders of the Notes and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith. 12.8 The Trustee may call for and rely upon an Officers’ Certificate as to the amount of any defined term used in Conditions 6 or 9 as at any given time or for any specified period, as applicable, or as to compliance by the Issuer with any of the covenants contained in these Conditions, in which event such Officers’ Certificate shall, in the absence of manifest error, be conclusive and binding on all parties and the Trustee shall not be bound in any such case to call for further evidence or be responsible for any liability that may be occasioned by it or any other person acting on such Officers’ Certificate.

13 LISTING The Issuer will use its commercially reasonable efforts to maintain the listing of the Notes on the Global Exchange Market of the Irish Stock Exchange (the “GEM”) for so long as such Notes are outstanding; provided that if at any time the Issuer determines that it is unable to list or it can no longer reasonably comply with the requirements for listing the Notes on the GEM or if maintenance of such listing becomes unduly onerous, it will not be obliged to maintain a listing of the Notes on the GEM and will use its commercially reasonable efforts to obtain and maintain a listing of such Notes on another recognised stock exchange in Europe.

126 14 AGENTS 14.1 The Agents, when acting in that capacity, are acting solely as agents of the Issuer pursuant to the Agency Agreement and (to the extent provided therein and in the Trust Deed) the Trustee, and the Agents do not assume any obligation towards or relationship of agency or trust for or with any Noteholder. 14.2 The names of the Agents and their specified offices are set out in the Agency Agreement. The Issuer reserves the right under the Agency Agreement at any time with the prior written approval of the Trustee to remove the Registrar and any Paying Agent and to appoint other or further Registrars and Paying Agents; provided that it will at all times maintain a Registrar with a specified office outside the United Kingdom. At least 30 days’ notice of any such removal or appointment and of any change in the specified office of the Registrar and any Paying Agent will be given to the holders of the Notes in accordance with Condition 16.

15 REPLACEMENT OF NOTES If any Note is mutilated, defaced, destroyed, stolen or lost, it may be replaced at the specified office of the Registrar or any Paying Agent upon payment by the claimant of such costs as may be incurred in connection with such replacement and on such terms as to evidence, security, indemnity or otherwise as the Issuer may reasonably require. Mutilated or defaced Notes must be surrendered before replacements will be issued.

16 NOTICES All notices to the holders of the Notes regarding the Notes will be mailed to them at their respective addresses in the Register and will be deemed to have been given on the fourth Business Day after the date of mailing. So long as the Notes are represented by a global certificate and such global certificate is held on behalf of a clearing system, notices to the holders of the Notes may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders. In addition, so long as the Notes are listed on the Irish Stock Exchange and traded on the Global Exchange Market, notices to the holders of the Notes will either be published in a daily newspaper of general circulation in Ireland or on the website of the Irish Stock Exchange.

17 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of the Conditions under the Contracts (Rights of Third Parties) Act 1999.

18 GOVERNING LAW, SUBMISSION TO JURISDICTION AND SERVICE OF PROCESS The Trust Deed and the Notes, including any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law. The Issuer has agreed in the Trust Deed, for the benefit of the Trustee and the holders of the Notes, that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed and the Notes and that accordingly any suit, action or proceedings (together referred to as “Proceedings”) arising out of or in connection with the Trust Deed or the Notes may be brought in such courts. The Issuer has irrevocably waived in the Trust Deed any objection which it may have now or hereafter to the laying of the venue of any such Proceedings in any such court and any claim that any such Proceedings have been brought in an inconvenient forum. Nothing contained in this Condition shall limit any right of the Trustee, or subject to this Condition, any holder of the Notes to take Proceedings against the Issuer in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not. The Issuer has agreed in the Trust Deed that the process by which any Proceedings are commenced in England pursuant to this Condition 18 may be served on it by being delivered to Law Debenture Corporate Services Limited, Fifth Floor, 100 Wood Street, London, EC2V 7EX, United Kingdom. If such

127 person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, the Trustee shall be entitled to appoint such a person by written notice to the Issuer. The Issuer has agreed that the failure of any process agent to notify it of any process will not invalidate the relevant proceedings. Nothing herein shall affect the right of the Trustee and the holders of the Notes to serve process in any other manner permitted by law.

19 DEFINITIONS “2016 Notes” refers to €350 million principal amount of 9.375% Senior Notes due 2016, which we issued on 9 November 2011 and an additional €140 million principal amount of 9.375% Senior Notes due 2016, which we issued on 21 February 2012 and which were consolidated with, and form a single series with, the notes issued on 9 November 2011. “2022 Notes” refers to €500 million principal amount of 3.125% Senior Notes due 2022, which we issued on 17 March 2015 and an additional €200 million principal amount of 3.125% Senior Notes due 2022, which we issued on 9 April 2015 and which were consolidated with, and form a single series with, the notes issued on 17 March 2015. “Acquired Debt” means, with respect to any specified Person: (i) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and (ii) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. “Additional Amounts” has the meaning set forth in Condition 4.1. “Additional Assets” means: (i) any property or non-current assets that replace property or assets that are the subject of an Asset Disposition and are to be used in a Permitted Business; (ii) any property, plant, equipment or other non-current assets (other than Indebtedness or Capital Stock) that are to be used in a Permitted Business; (iii) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Issuer or a Restricted Subsidiary; (iv) the Capital Stock in any Person that at the relevant time is a Restricted Subsidiary acquired from a third party; or (v) any Capital Stock of any joint venture, including any Qualified Joint Venture, acquired by the Issuer or any Restricted Subsidiary as consideration for the sale or other disposition of any Investments, or the issuance of Capital Stock, in any joint venture, including any Qualified Joint Venture, provided, however, that any such Restricted Subsidiary described in clause (iii) or (iv) above or joint venture described in clause (v) above is engaged in a Permitted Business. “Additional Notes” has the meaning set forth in Condition 2.2. “Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the possession, directly or indirectly, of the power to direct, or cause to the direction of, the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” have meanings correlative to the foregoing. “Asset Disposition” means (a) any sale, lease, issuance, transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares, or shares to be held by third parties to meet applicable legal requirements), or (b) any sale, lease, transfer or other disposition of property or other assets (each such transaction described in (a) or (b) being referred to for purposes of this definition as a “disposition”) by the Issuer or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction), other than: (i) any transaction or series of related transactions in which the Issuer and/or the Restricted Subsidiaries dispose of assets or businesses with a Fair Market Value of less than €25.0 million;

128 (ii) a disposition to the Issuer or a Restricted Subsidiary; (iii) dispositions of inventory, products, equipment, machinery or services in the ordinary course of business; (iv) any Restricted Payment permitted pursuant to Condition 6.2 or any Permitted Investment; (v) a disposition that is governed by Condition 6.5; (vi) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets; (vii) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary; (viii) the grant of licences to intellectual property rights to third parties (other than Affiliates of the Issuer or any of its Restricted Subsidiaries) on an arm’s length basis; (ix) dispositions constituting Liens permitted to be Incurred under these Conditions or a foreclosure thereon; (x) any sale, transfer or other disposition of Securitisation Assets in connection with any Qualified Receivables Financing; (xi) the unwinding of any Hedging Obligations; (xii) any disposition of obsolete, damaged, surplus or worn-out equipment and any abandonment of any assets that are no longer in use, in each case, in the ordinary course of business; (xiii) dispositions of accounts receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements; (xiv) dispositions of cash and Cash Equivalents; (xv) dispositions of assets to a Qualified Joint Venture; provided that (a) no other party to the Qualified Joint Venture is an Affiliate of the Issuer, (b) such disposition must be for fair consideration as determined in good faith by the Board of Directors of the Issuer or the senior management of the Issuer and (c) the aggregate amount of the transfers and other dispositions made to Qualified Joint Ventures pursuant to this clause (xv), less the aggregate amount of cash received by the Issuer and the Restricted Subsidiaries in exchange for such transfers and other dispositions, do not exceed at any one time outstanding 6.0% of Consolidated Total Assets and is applied in accordance with Condition 6.3; (xvi) dispositions of an Investment in a Qualified Joint Venture to the extent required by or made pursuant to, contractual buy/sell or similar arrangements between the Qualified Joint Venture parties set forth in the agreements relating to the Qualified Joint Venture; provided that the relevant agreement resulted from bona fide arm’s length negotiation at the time it was entered into; or (xvii) the foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind. “Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total Obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided, however, that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”. “Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing: (i) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness, multiplied by the amount of such payment by (ii) the outstanding principal amount of such Indebtedness.

129 “Bankruptcy Law” means Title 11, U.S. Code, or any similar U.S. Federal, state or non-U.S. law for the relief of debtors, including any of the procedures referred to in Titles I to IV of Book VI of the French Commercial Code, and any analogous procedures in the jurisdiction of organisation of any present or future Significant Subsidiary. “Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, in either case, any committee thereof duly authorised to act on behalf of such board or other governing body. With respect to the Issuer, the “Board of Directors” means the Issuer’s board of directors (conseil d’administration) or any committee thereof. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banking institutions are authorised or required by law to close in London or Paris, and (in relation to any date for payment or purchase of euros) other than any other day on which the Trans-European Automated Real Time Gross Settlement Express Transfer payment system is closed for settlement of payments in euros. “Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital or finance lease for financial reporting purposes in accordance with IFRS, and the amount of Indebtedness represented by such obligation shall be the capitalised amount of such obligation determined in accordance with IFRS; and the Stated Maturity thereof shall be the date of the last scheduled payment of rent or any other amount due under such lease without payment of a penalty. “Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. “Cash Equivalents” means any of the following: (i) securities issued or fully guaranteed or insured by the United States of America or a member state of the European Union or any agency or instrumentality of any thereof maturing within 360 days of the date of acquisition thereof; (ii) time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits (and similar instruments) with maturities of 12 months or less from the date of acquisition issued by a bank or trust company which is organised under, or authorised to operate as a bank or trust company under, (x) a member state of the European Union or of the United States of America or any state thereof, Canada or Switzerland (provided that such bank or trust company has capital, surplus and undivided profits aggregating in excess of US$500.0 million (or the foreign currency equivalent thereof as of the date of the relevant investment) and whose long-term debt is rated at least “A3” by Moody’s or at least “A-” by S&P or the equivalent rating category of another internationally recognised rating agency) or (y) any jurisdiction outside the European Union, the United States of America or any state thereof, Canada or Switzerland, provided that in the case of (y) such bank or trust company is either (a) a controlled Affiliate of a bank or trust company meeting the conditions of sub-clause (x) or (b) a bank or trust company (including successors thereto) which, at any time during the 12-month period preceding the Issue Date, has issued to the Issuer or any Restricted Subsidiary time deposit accounts, certificates of deposit, bankers’ acceptance and money market deposits (and similar instruments) with maturities of 12 months or less from the date of acquisition; (iii) commercial paper of a corporation (other than the Issuer or its Affiliates), maturing not more than 270 days from the date of acquisition, rated at least “A2” or the equivalent thereof by S&P or at least “P2” or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, then a comparable rating of another nationally recognised rating agency), (iv) money market instruments, commercial paper or other short term obligations rated at least “A2” or the equivalent thereof by S&P or at least “P2” or the equivalent thereof by Moody’s (or, if at such time neither is issuing ratings, then a comparable rating of another nationally recognised rating agency), (v) investments in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended and (vi) investments correlative in type, maturity and rating to any of the foregoing denominated in foreign currencies or at foreign institutions. “Commodities Agreement” means, in respect of any Person, any commodity futures contract, forward contract, option or similar agreement or arrangement (including derivative agreements or arrangements), designed to protect such Person against, or manage such Person’s exposure to, fluctuations in commodity or raw material prices. “Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income, without duplication: (i) provision for all taxes based on income, profits or capital, for the Issuer and the Restricted Subsidiaries, as determined on a consolidated basis in accordance with IFRS, for such period; plus

130 (ii) the Fixed Charges of such Person and its Subsidiaries which are Restricted Subsidiaries for such period; plus (iii) depreciation, amortisation (including amortisation of intangibles but excluding amortisation of prepaid cash expenses that were paid in a prior period) and other non-cash charges and expenses (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortisation of a prepaid cash charge or expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period; plus (iv) any expenses or charges of the Issuer and the Restricted Subsidiaries related to any equity offering or issuance or Incurrence of Indebtedness permitted by these Conditions (whether or not consummated or Incurred); plus (v) any unrealised foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such losses were taken into account in computing such Consolidated Net Income; minus (vi) any unrealised foreign currency translation gains (including gains related to currency remeasurements of Indebtedness) of such Person and its Restricted Subsidiaries for such period, to the extent that such gains were taken into account in computing such Consolidated Net Income; minus (vii) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, in each case, on a consolidated basis and determined in accordance with IFRS. “Consolidated Leverage” means the sum of the aggregate outstanding Indebtedness (excluding Hedging Obligations entered into for bona fide hedging purposes and not for speculative purposes as determined in good faith by a responsible financial or accounting officer of the Issuer) of the Issuer and its Restricted Subsidiaries. “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Leverage at such date to (y) the aggregate amount of Consolidated EBITDA for the most recent two half- year period prior to the date of such determination for which internal consolidated financial statements of the Issuer are available; provided, however, that for the purposes of calculating Consolidated EBITDA for such period, if, as of such date of determination: (1) since the beginning of such period the Issuer or any Restricted Subsidiary has disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”) or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is such a Sale, Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; provided that if any such sale constitutes “discontinued operations” in accordance with IFRS, Consolidated Net Income shall be reduced by an amount equal to the Consolidated Net Income (if positive) attributable to such operations for such period or increased by an amount equal to the Consolidated Net Income (if negative) attributable thereto for such period; (2) since the beginning of such period, the Issuer or any Restricted Subsidiary (by merger or otherwise) has made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise has acquired any company, any business, or any group of assets constituting an operating unit of a business (any such Investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and (3) since the beginning of such period, any Person (that became a Restricted Subsidiary or was merged or otherwise combined with or into the Issuer or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clause (1) or (2) above if made by the Issuer or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after

131 giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period. For the purposes of this definition and the definitions of Consolidated EBITDA, Consolidated Interest Expense and Consolidated Net Income, (a) calculations will be as determined in good faith by a responsible financial or accounting officer of the Issuer (including in respect of anticipated expense and cost reductions and synergies) and (b) in determining the amount of Indebtedness outstanding on any date of determination, pro forma effect shall be given to any Incurrence, repayment, repurchase, defeasance or other acquisition, retirement or discharge of Indebtedness (other than ordinary working capital borrowings) as if such transaction had occurred on the first day of the relevant period. “Consolidated Net Income” means, for any period, the net income (loss) of the Issuer and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with IFRS and before any reduction in respect of Preferred Stock dividends; provided that there shall not be included in such Consolidated Net Income: (i) the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (ii) solely for purposes of the calculation of the Restricted Payments Basket, the net income (loss) of any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary during such period (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or the Trust Deed and (c) contractual restrictions in effect on the Issue Date with respect to such Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that, taken as a whole, are not materially less favourable to the holders of the Notes than such restrictions in effect on the Issue Date), except that the Issuer’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period; (iii) any net after-tax gain or loss realised upon the sale or other disposition of any asset of the Issuer or any Restricted Subsidiary (including pursuant to any Sale/Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors or a member of the senior management of the Issuer); (iv) any item classified as an extraordinary, unusual or a nonrecurring gain, loss or charge (including fees, expenses and charges associated with any acquisition, merger or consolidation after the Issue Date); (v) the cumulative effect of a change in accounting principles; (vi) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness; (vii) the ineffective part of gains and losses from Hedging Obligations eligible for hedge accounting under IFRS, and the gains and losses from Hedging Obligations not eligible for hedge accounting under IFRS; (viii) any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards to the extent otherwise included in Consolidated Net Income; and (ix) any impairment of goodwill. Notwithstanding the foregoing, for the purpose of clause (a)(iii)(A) of Condition 6.2 only, there shall be excluded from Consolidated Net Income, without duplication, any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary to the extent such dividends, repayments or transfers are applied by the Issuer to increase the amount of the Restricted Payments Basket pursuant to clause (a)(iii)(C), (D) or (G) of Condition 6.2. “Consolidated Senior Net Indebtedness” means, with respect to the Issuer as of any date of determination, (1) the aggregate amount outstanding on such date of all Indebtedness Incurred by Restricted Subsidiaries of the Issuer (excluding Hedging Obligations entered into for bona fide hedging purposes and not for speculative purposes, as determined in good faith by a responsible financial or

132 accounting Officer of the Issuer), less (2) the amount of cash and Cash Equivalents that would be stated on the consolidated balance sheet of the Issuer and its Restricted Subsidiaries as of such date in accordance with IFRS. “Consolidated Senior Net Indebtedness Ratio” means, as of any date of determination, the ratio of (1) the Consolidated Senior Net Indebtedness of the Issuer on such date to (2) the Consolidated EBITDA for the Issuer’s most recently ended two fiscal half-years for which internal financial statements are available immediately preceding such date. In the event that the Issuer or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Preferred Stock or Disqualified Stock subsequent to the commencement of the two-half-year reference period for which the Consolidated Senior Net Indebtedness Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Senior Net Indebtedness Ratio is made (the “Calculation Date”), then the Consolidated Senior Net Indebtedness Ratio will be calculated giving pro forma effect (determined in good faith by a responsible accounting or financial officer of the Issuer) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock or Disqualified Stock, and the use of the net proceeds therefrom, as if the same had occurred at the beginning of such two-half-year reference period; provided, however, that the pro forma calculation shall not give effect to (i) any Indebtedness Incurred on the Calculation Date pursuant to the provisions described in clause (b) of Condition 6.1 or (ii) the discharge on the Calculation Date of any Indebtedness to the extent that such discharge results from the proceeds Incurred pursuant to the provisions described in clause (b) of Condition 6.1. In addition, for purposes of calculating the Consolidated Senior Net Indebtedness Ratio: (i) acquisitions that have been made by the Issuer or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the Issuer or any of the Issuer’s Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the two-half- year reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (determined in good faith by a responsible accounting or financial officer of the Issuer) as if they had occurred on the first day of the two-half-year reference period; (ii) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; (iii) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such two-half-year period; and (iv) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such two-half-year period. “Consolidated Total Assets” means the total amount of the consolidated assets of the Issuer and its consolidated subsidiaries, as set forth as “Total assets” in the consolidated balance sheet of the Issuer, as of the end of the most recently completed fiscal half-year or full-year period for which the Issuer’s internal financial statements are available. “Credit Facilities” means one or more facilities or arrangements, in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans, receivables financings (including, without limitation, through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables or the creation of any Liens in respect of such receivables in favour of such institutions), letters of credit or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee agreement, letter of credit applications and other guarantees, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured (including with respect to structural or contractual subordination), replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under the Senior Credit Facility or one or more other credit agreements, commercial paper programmes or facilities, indentures, financing agreements or other Credit Facilities or otherwise).

133 Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. “Currency Agreement” means, in respect of any Person, any non-speculative foreign exchange contract, currency swap agreement or other similar agreement or arrangement (including derivative agreements or arrangements) Incurred in the ordinary course of business, as to which such Person is a party or beneficiary. “Custodian” means any receiver, trustee, assignee, liquidator, custodian, voluntary administrator or similar official (including any “administrateur judiciaire”, “administrateur provisoire”, “mandataire ad hoc”, “conciliateur” or “mandataire liquidateur”) under any Bankruptcy Law. “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default. “Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event: (i) matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Disqualified Stock) pursuant to a sinking fund Obligation or otherwise; (ii) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or (iii) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part; in each case on or prior to 91 days after the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of a “change of control” or “asset sale” occurring prior to 91 days after the Stated Maturity of the Notes shall not constitute Disqualified Stock if: (i) the “change of control” or “asset sale” provisions applicable to such Capital Stock are not more favourable to the holders of such Capital Stock than the terms applicable to the Notes under Condition 5 and Condition 6.3, respectively; and (ii) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto. The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to these Conditions; provided, however, that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person. “Equity Offering” means any public or private sale of ordinary shares, preference shares or other Capital Stock of, or contribution to the capital of, the Issuer (excluding Disqualified Stock) (other than a registration statement on Form S-8 or otherwise relating to ordinary shares or common equity issued or issuable under any employee benefit plan). “Escrowed Proceeds” means the proceeds from the offering of any debt securities or other Indebtedness paid into escrow accounts with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow arrangements that permit the release of amounts on deposit in such escrow accounts upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed Proceeds” shall include any interest earned on the amounts held in escrow. “Euro Equivalent” means, with respect to any monetary amount in a currency other than the euro, at any time of a determination thereof by the Issuer or the Trustee, the amount of euro obtained by converting such foreign currency involved in such computation into euro at the spot rate for the purchase of euro at such time with the applicable foreign currency as published in The Financial Times in the “Currencies” section (or, if The Financial Times is no longer published, or if such information is no longer available in

134 The Financial Times, such source as may be selected in good faith by the Issuer or the Trustee, as the case may be) on the date of such determination. Except as provided for in Condition 6.1, whenever it is necessary to determine whether the Issuer has complied with any covenant in these Conditions or a Default has occurred and an amount is expressed in a currency other than euros, such amount will be treated as the Euro Equivalent determined as of the date such amount is initially determined in such currency. “European Union” means the European Union, including member states prior to 1 May 2004 but excluding any country that became or becomes a member of the European Union on or after 1 May 2004. “Event of Default” has the meaning set forth in Condition 9.1. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Fair Market Value” means the value that would be paid by a willing buyer to an unaffiliated willing seller in an arm’s length transaction not involving distress of either party, as determined in good faith by the Board of Directors or a member of the senior management of the Issuer. “Fitch” means Fitch Ratings and its successors. “Fixed Charge Coverage Ratio” means, for any specified period, the ratio of (1) the Consolidated EBITDA of the Issuer for such period to (2) the Fixed Charges of the Issuer for such period. In the event that the Issuer or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the two-half-year reference period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect (determined in good faith by a responsible accounting or financial officer of the Issuer) to such incurrence, assumption, guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the net proceeds therefrom, as if the same had occurred at the beginning of such two-half-year reference period; provided, however, that the pro forma calculation of Fixed Charges (other than for the purposes of calculation of the Fixed Charge Coverage Ratio under clause (b)(v) of Condition 6.1) shall not give effect to (i) any Indebtedness Incurred on the Calculation Date pursuant to the provisions described in clause (b) of Condition 6.1 or (ii) the discharge on the Calculation Date of any Indebtedness to the extent that such discharge results from the proceeds Incurred pursuant to the provisions described in clause (b) of Condition 6.1. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (i) acquisitions that have been made by the Issuer or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the Issuer or any of the Issuer’s Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the two-half- year reference period or subsequent to such reference period and on or prior to the Calculation Date, or that are to be made on the Calculation Date, will be given pro forma effect (determined in good faith by a responsible accounting or financial officer of the Issuer) as if they had occurred on the first day of the two-half-year reference period; (ii) the Consolidated EBITDA attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded; (iii) the Fixed Charges attributable to discontinued operations, as determined in accordance with IFRS, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the Issuer or any of its Restricted Subsidiaries following the Calculation Date; (iv) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such two-half-year period; (v) any Person that is not a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such two-half-year period; and (vi) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

135 “Fixed Charges” means, with respect to any specified Person for any period, the sum, without duplication, of: (i) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortisation of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, Attributable Indebtedness and Purchase Money Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus (ii) the consolidated interest expense of such Person and its Restricted Subsidiaries that was capitalised during such period; plus (iii) any interest on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon; plus (iv) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Preferred Stock of such Person or any of its Restricted Subsidiaries, other than dividends on Capital Stock payable solely in Capital Stock of the Issuer (other than Disqualified Stock) or to the Issuer or a Restricted Subsidiary of the Issuer, and (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, determined on a consolidated basis in accordance with IFRS. “Group” means the Issuer together with any entities which the Issuer accounts for under the full consolidation method of accounting under IFRS. “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise). The term “guarantee” used as a verb has a corresponding meaning. The term “guarantor” shall mean any Person guaranteeing any Obligation. “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement. “IFRS” means International Financial Reporting Standards as in effect on the Issue Date, or, with respect to the reporting requirements set forth in Condition 6.11, as in effect from time to time. “Incur” or “incur” means to create, issue, assume, enter into a guarantee of, incur or otherwise become liable for; provided, however, that any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with Condition 6.1, the following will not be deemed to be the Incurrence of Indebtedness: (i) amortisation of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security; (ii) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms; and (iii) the Obligation to pay a premium in respect of Indebtedness arising in connection with the issuance of a notice of redemption or the making of a mandatory offer to purchase such Indebtedness. “Indebtedness” means, with respect to any Person on any date of determination (without duplication): (i) the principal of indebtedness of such Person for borrowed money; (ii) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

136 (iii) all reimbursement obligations of such Person in respect of letters of credit or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not then been reimbursed); (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property (except (x) trade payables and accrued expenses Incurred by such Person in the ordinary course of business, (y) customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business and (z) deferred insurance premiums in the ordinary course of business), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto; (v) all Capital Lease Obligations of such Person; (vi) all Attributable Indebtedness of such Person; (vii) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such Person or any Preferred Stock of a Subsidiary of such Person, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price therefor calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the Fair Market Value of such Capital Stock; (vi) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness of such other Persons; (ix) all guarantees by such Person of Indebtedness of other Persons, to the extent so guaranteed by such Person; and (x) to the extent not otherwise included in this definition, net Hedging Obligations (provided that, for purposes of this clause (x), such term shall include Hedging Obligations entered into for speculative or non-speculative purposes) of such Person (the amount of any such obligation to be equal at any time to the greater of (x) the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time and (y) the amount required under IFRS to be reflected on the balance sheet of such Person at such time), if and to the extent any of the preceding items (other than items described under clauses (iii), (vi), (viii), (ix) and (x) above) would appear as a liability on a balance sheet (excluding the footnotes thereto) of the specified Person prepared in accordance with IFRS. The term “Indebtedness” shall not include: (i) in connection with the purchase by the Issuer or any of its Restricted Subsidiaries of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter; (ii) any contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes; (iii) anything accounted for as an operating lease in accordance with IFRS; and (iv) obligations under or in respect of any Qualified Receivables Financing. “Interest Rate Agreement” means any non-speculative interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates Incurred in the ordinary course of business. “Investment” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations, but

137 excluding advances or extensions of credit to customers or suppliers made in the ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to Officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Capital Stock or other securities, together with all items that are or would be classified as Investments on a balance sheet prepared in accordance with IFRS. If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Issuer will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Issuer’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined pursuant to Condition 6.2(a)(iii). The acquisition by the Issuer or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investments held by the acquired Person in such third Person. Except as otherwise provided in the Trust Deed, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value. For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and Condition 6.2: (i) “Investment” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to the excess (if any) of (i) the Issuer’s “Investment” in such Subsidiary at the time of such redesignation less (ii) the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. “Issue Date” means the date of original issuance of the Notes. “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind over one or more assets of any Person securing any Obligation of such Person (including any title transfer or other title retention agreement having a similar effect). “Maturity Date” has the meaning set forth in Condition 2.1. “Moody’s” means Moody’s Investors Service, Inc. and its successors. “Net Available Cash” from an Asset Disposition means cash and Cash Equivalents payments received (including any cash or Cash Equivalents payments received by way of deferred payment of principal pursuant to a note or instalment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of: (i) all legal, title and recording tax expenses, commissions and other fees and expenses incurred or accrued in connection with the Asset Disposition, and all Taxes required to be paid or accrued as a liability under IFRS, as a consequence of such Asset Disposition (including as a consequence of any transfer of funds in connection with the application thereof in accordance with the covenant described in Condition 6.3); (ii) all payments made, and all instalment payments required to be made, on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition (including as a consequence of any transfer of funds in connection with the application thereof in accordance with Condition 6.3), or by applicable law, be repaid out of the proceeds from or in connection with such Asset Disposition; (iii) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Issuer or a Restricted Subsidiary) owning a beneficial interest in the assets disposed of in such Asset Disposition;

138 (iv) brokerage commissions and other fees and expenses (including fees, discounts and expenses of legal counsel, accountants and investment banks, consultants and placement agents) of such Asset Disposition; (v) payments of unassumed liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after the date of, such Asset Disposition; and (vi) appropriate amounts to be provided, reserved or retained by the Issuer or any Restricted Subsidiary, as the case may be, against any adjustment in the sale price of such asset or assets or liabilities associated with such Asset Disposition and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Asset Disposition, including pensions and other post- employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Disposition, in the case of each of (i) through (vi), as determined by the Issuer in good faith; provided, however, that any amounts remaining after adjustments, revaluations or liquidations of such reserves shall constitute Net Available Cash. “Net Cash Proceeds”, with respect to any issuance or sale of any securities of the Issuer or any Subsidiary by the Issuer or such Subsidiary, as the case may be, or any capital contributions, means the cash proceeds of such issuance, sale or contribution net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof. “Noteholder” or “holder” means the Person in whose name a Note is registered on the Registrar’s books. “Obligations” means, with respect to any Indebtedness, all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness. “Officer” means the Chairman of the Board of Directors, the Chief Executive Officer (Directeur Général), the Chief Financial Officer (Directeur Financier) or any other member of the Executive Committee of the Issuer. “Officers’ Certificate” means a certificate signed by two Officers. “Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. Such counsel may be an employee of or counsel to the Issuer. “outstanding” means in relation to the Notes all the Notes (including Additional Notes, if any) issued other than: (i) those Notes which have been redeemed or purchased and cancelled; (ii) those Notes in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including premium (if any) and all interest payable thereon) have been duly paid to the Trustee or to the relevant Paying Agent in the manner provided in the Agency Agreement (and where appropriate notice to that effect has been given to the holders of the Notes in accordance with Condition 16) and remain available for payment (against presentation of the relevant Note, if required); (iii) those Notes which have become void under Condition 11; (iv) those mutilated or defaced Notes which have been surrendered and cancelled and in respect of which replacements have been issued pursuant to Condition 15; (v) (for the purpose only of ascertaining the principal amount of the Notes outstanding and without prejudice to the status for any other purpose of the relevant Notes) those Notes which are alleged to have been lost, stolen or destroyed and in respect of which replacements have been issued pursuant to Condition 15; and (vi) a Global Certificate (within the meaning of the Trust Deed) to the extent that it shall have been exchanged for Notes in definitive form pursuant to its provisions; provided that for each of the following purposes, namely: (i) the right to attend and vote at any meeting of the Noteholders, or any of them, an extraordinary resolution or any written consent and any direction or request by the holders of the Notes;

139 (ii) the determination of how many and which Notes are for the time being outstanding for the purposes of Conditions 9 and 12; (iii) any discretion, power or authority (whether contained in these presents or vested by operation of law) which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the holders of the Notes or any of them; and (iv) the determination by the Trustee whether any event, circumstance, matter or thing is, in its opinion, materially prejudicial to the interests of the holders of the Notes or any of them, those Notes (if any) which are for the time being held or beneficially owned by the Issuer, any Subsidiary of the Issuer or any of the their Affiliates shall (unless and until ceasing to be so held) be deemed not to be outstanding. “Pari Passu Indebtedness” means any Indebtedness of the Issuer that ranks pari passu in right of payment with the Notes. “Permitted Business” means (i) any business, services or activities engaged in by the Issuer or any of its Restricted Subsidiaries on the Issue Date and any other business, services or activities in the transportation industry and (ii) any businesses, services and activities that are related, complementary, incidental, ancillary or similar to any of those described in clause (i) or are extensions or developments of any thereof. “Permitted Indebtedness” has the meaning set forth in Condition 6.1(b). “Permitted Investment” means an Investment by the Issuer or any Restricted Subsidiary in, or consisting of, any of the following: (i) the Issuer, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; (ii) another Person if, as a result of such Investment, such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Issuer or a Restricted Subsidiary; (iii) cash and Cash Equivalents; (iv) payroll, travel, entertainment, moving and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with IFRS and that are made in the ordinary course of business; (v) loans or advances to employees, directors and officers made in the ordinary course of business in an aggregate principal amount at any time outstanding not to exceed €5.0 million; (vi) stock, Obligations, securities or other Investments received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments; (vii) any Person to the extent such Investment represents the consideration received for or retained in connection with, sales or other dispositions of property or assets, including Asset Dispositions to the extent permitted pursuant to Condition 6.3 (other than consideration comprising assets described in clause (v) of the definition of “Additional Asset”); (viii) any Person where such Investment was acquired by the Issuer or any of its Restricted Subsidiaries (i) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganisation or recapitalisation of the issuer of such other Investment or accounts receivable or (ii) as a result of a foreclosure perfection or enforcement by the Issuer or any of its Restricted Subsidiaries with respect to any Lien, secured Investment or other transfer of title with respect to any Lien or secured Investment in default; (ix) Investments by the Issuer or a Restricted Subsidiary in any Qualified Joint Venture; (x) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; (xi) any Person to the extent such Investments consist of Hedging Obligations otherwise permitted under Condition 6.1(b)(vii); (xii) Investments in existence or made pursuant to legally binding written commitments in existence on the Issue Date and any extension, modification or renewal thereof, provided that the amount of

140 any such Investment may only be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under the Trust Deed; (xiii) Investments in the Notes issued on the Issue Date and any Additional Notes; (xiv) any guarantee of Indebtedness permitted to be Incurred by Condition 6.1; (xv) Investments in receivables owing to the Issuer or any of its Restricted Subsidiaries created or acquired in the ordinary course of business; (xvi) any Investment in connection with a Qualified Receivables Financing; (xvii) any Investment to the extent made using Capital Stock of the Issuer (other than Disqualified Stock) as consideration; (xviii) Investments acquired after the Issue Date as a result of the acquisition by the Issuer or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries in a transaction that is not prohibited by Condition 6.5, after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger or consolidation; and (xix) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (xix) that are at the time outstanding not exceeding the greater of €400.0 million and 4.5% of Consolidated Total Assets; provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to the terms of these Conditions, such Investment, if applicable, shall thereafter be deemed to have been made pursuant to clause (i) of this definition of “Permitted Investment” and not this clause. With respect to Investments made pursuant to Condition 6.2(b)(xi) or clause (ix) or (xix) of the definition of “Permitted Investment”, the amount of Investments outstanding at any time pursuant to such clause shall be deemed to be reduced (without duplication of anything contained in the proviso to such clause (xix)): (i) upon the disposition or repayment of or return on any Investment made pursuant to such Condition or clause, by an amount equal to the return of capital with respect to such Investment to the Issuer or any Restricted Subsidiary (to the extent not included in the computation of the Restricted Payments Basket); and (ii) upon a redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, by an amount equal to the lesser of (x) the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary immediately following such redesignation, and (y) the aggregate amount of Investments in such Subsidiary that increased (and did not previously decrease) the amount of Investments outstanding pursuant to such Condition or clause. “Permitted Liens” means, with respect to any Person: (i) pledges, deposits or Liens in connection with pensions, workers’ compensation, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); (ii) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licences, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business; (iii) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, landlord’s, material men’s, repair men’s or other like Liens, in each case for sums not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith by appropriate proceedings and to the extent required by IFRS, with respect to which appropriate reserve or other provisions have been made in respect thereof, or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with a good faith appeal or

141 other proceedings for review and to the extent required by IFRS, with respect to which appropriate reserve or other provisions have been made in respect thereof, and Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; (iv) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Issuer and its Restricted Subsidiaries or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Issuer or a Subsidiary thereof, as the case may be, in accordance with IFRS; (v) Liens in favour of issuers of surety bonds or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness for borrowed money; (vi) filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under other applicable jurisdictions) in connection with operating leases in the ordinary course of business; (vii) bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made; (viii) Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness; (ix) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities; (x) any interest or title of a lessor under any operating lease; (xi) easements (including reciprocal easement agreements), rights of way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Issuer and its Subsidiaries, taken as a whole; (xii) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that such Liens were not Incurred in contemplation of such acquisition and the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); (xiii) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that such Liens were not Incurred in contemplation of such acquisition and the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto); (xiv) Liens securing (a) Hedging Obligations incurred in accordance with Condition 6.1(b)(vii), (b) Purchase Money Indebtedness or Capital Lease Obligations incurred in accordance with Condition 6.1(b)(xi) and covering only the assets acquired with or financed by the proceeds of such Purchase Money Indebtedness or Capital Lease Obligations and (c) Indebtedness of a Restricted Subsidiary incurred in accordance with Condition 6.1(b)(xiv) and covering only the assets of such Restricted Subsidiary; (xv) Liens on property or assets of a Restricted Subsidiary to secure Indebtedness of such Restricted Subsidiary only, and that is permitted to be Incurred pursuant to Condition 6.1; (xvi) Liens existing on, or provided for under written arrangements existing on, the Issue Date, or securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such Refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness;

142 (xvii) Liens (a) arising out of judgments, decrees, orders or awards (not otherwise giving rise to a Default) in respect of which the Issuer shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired; and (b) leases, subleases, licenses or sublicenses of property and assets to third parties; (xviii) Liens (a) created for the benefit of (or to secure) the Notes or (b) in favour of the Issuer or any Restricted Subsidiary; (xix) Liens on Capital Stock or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary; (xx) any encumbrance or restriction (including, but not limited to, put and call agreements) with respect to Capital Stock of any joint venture, including any Qualified Joint Venture, or similar arrangement pursuant to any joint venture or similar agreement; (xxi) Liens securing Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate; (xxii) Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; (xxiii) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods or assets entered into in the ordinary course of business; (xxiv) Liens on Securitisation Assets and related assets Incurred in connection with any Qualified Receivables Financing; (xxv) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings; (xxvi) any extension, renewal, refinancing or replacement, in whole or in part, of any Lien described in the foregoing clauses (i) through (xxv), provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced; (xxvi) Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in escrow accounts or similar arrangement to be applied for such purpose; and (xxvii) Liens on property or assets of the Issuer to secure obligations of the Issuer in an aggregate amount at any time outstanding not to exceed the greater of €325.0 million and 3.5% of Consolidated Total Assets. For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness. “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organisation, government or any agency or political subdivision thereof or any other entity. “Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated), including ‘actions de préférence’ issued under French law, that by its terms is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

143 “principal” of a Note means the principal amount of the Note plus (unless the context requires otherwise) the premium, if any, payable on the Note that is due or overdue or is to become due at the relevant time. “Purchase Money Indebtedness” means any Indebtedness (including Capital Lease Obligations) Incurred to finance the acquisition, leasing, construction, addition or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or asset or the acquisition of the Capital Stock of any Person owning such property or assets or otherwise. “Qualified Joint Venture” means any entity in which the Issuer or any Restricted Subsidiary owns 50.0% or less of the Capital Stock and that, directly or through Subsidiaries, is engaged in a Permitted Business. “Qualified Receivables Financing” means any financing pursuant to which the Issuer or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to any other Person or grant a security interest in, any accounts receivable (and related assets) in any aggregate principal amount equal to the Fair Market Value of such accounts receivable (and related assets), whether now existing or arising in the future, of the Issuer or any of its Restricted Subsidiaries; provided that (a) the covenants, events of default and other provisions applicable to such financing shall be customary for such transactions and shall be on market terms (as determined in good faith by a responsible accounting officer of the Issuer) at the time such financing is entered into, (b) the interest rate applicable to such financing shall be a market interest rate (as determined in good faith by a responsible accounting officer of the Issuer) at the time such financing is entered into and (c) such financing shall be non-recourse to the Issuer or any of its Restricted Subsidiaries except to the extent customary for such transactions. “Qualified Receivables Financing Assets” means any accounts receivable, inventory, royalty or revenue streams from sales of inventory. “Qualified Receivables Financing Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not the Issuer or any of its Restricted Subsidiaries in connection with any Qualified Receivables Financing. “refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, purchase, redeem, substitute, supplement, reissue, restate, amend, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. The terms “refinanced” and “refinancing” shall have correlative meanings. “Refinancing Indebtedness” means Indebtedness that is Incurred to refinance any Indebtedness existing on the Issue Date or Incurred in compliance with these Conditions (including Indebtedness of the Issuer that refinances Indebtedness of any Restricted Subsidiary (to the extent permitted in these Conditions) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary); provided that (1) if the Indebtedness being refinanced (the “Refinanced Indebtedness”)is Subordinated Indebtedness, then such Refinancing Indebtedness, by its terms, shall be subordinate in right of payment to the Notes, as applicable, at least to the same extent as the Refinanced Indebtedness was so subordinate, (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Refinanced Indebtedness, plus (y) accrued and unpaid interest thereon plus (z) fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness, (3) such Refinancing Indebtedness (x) has a final maturity date that is either (i) no earlier than the final maturity date of the Indebtedness being refinanced or (ii) after the final maturity date of the Notes and (y) has an Average Life as of the date of its Incurrence that is equal to or greater than the Average Life of the Refinanced Indebtedness and (4) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that refinances Indebtedness of the Issuer or (y) Indebtedness of the Issuer or a Restricted Subsidiary that refinances Indebtedness of an Unrestricted Subsidiary. “Restricted Investment” means an Investment other than a Permitted Investment. “Restricted Payment” means: (i) the declaration or payment of any dividends or any other distributions of any sort in respect of the Issuer’s or any Restricted Subsidiary’s Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer’s or any Restricted Subsidiary’s

144 Capital Stock in their capacity as holders (other than (i) dividends or distributions payable solely in Capital Stock (other than Disqualified Stock) of the Issuer, and (ii) dividends, loans, advances or distributions payable to the Issuer or any Restricted Subsidiary and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital Stock on no more than a pro rata basis, measured by value); (ii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) of any Capital Stock of the Issuer or any parent entity of the Issuer held by any Person; (iii) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Indebtedness of the Issuer (other than a payment of interest or principal at the Stated Maturity thereof or the purchase, redemption, defeasance or other acquisition or retirement of any such Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal instalment or final maturity, in each case due within one year of the date of such purchase, redemption, defeasance or other acquisition or retirement); or (iv) the making of a Restricted Investment. “Restricted Payments Basket” has the meaning set forth in Condition 6.2(a). “Restricted Subsidiary” means any Subsidiary of the Issuer that is not an Unrestricted Subsidiary; provided, however, that in the event that any Restricted Subsidiary that is a Subsidiary solely as a result of it having been deemed to be a Subsidiary pursuant to the proviso to sub-clause (i) of the definition of “Subsidiary” ceases to be so deemed to be a Subsidiary, the Issuer will be deemed to have made an Investment as of the date of such cessation in an amount equal to the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in such Person (being equal, in the case of the Issuer’s direct or indirect equity interest in such Person, to the portion (proportionate to such equity interest) of the Fair Market Value of the net assets of such Person). “S&P” means Standard & Poor’s Ratings Group and its successors. “Sale/Leaseback Transaction” means a financing arrangement relating to property owned by the Issuer or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Issuer or a Restricted Subsidiary whereby the Issuer or a Restricted Subsidiary transfers such property to a Person and the Issuer or a Restricted Subsidiary leases it from such Person. “Schuldschein Loan” means any schuldschein loan agreement, between the Issuer, as borrower, and any lender. “SEC” means the U.S. Securities and Exchange Commission. “Securitisation Assets” means any accounts receivable (and related assets), whether now existing or arising in the future, that are subject to a Qualified Receivables Financing. “Senior Credit Facility” means the €1,200.0 million syndicated multi-currency revolving credit facility dated 15 December 2014 between the Issuer and BNP Paribas, Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale, among others. “Significant Subsidiary” means any Restricted Subsidiary of the Issuer which meets any of the following conditions: (i) the Issuer’s and its other Restricted Subsidiaries’ investments in and advances to the Subsidiary exceed 10.0% of the total assets of the Issuer and its Restricted Subsidiaries consolidated as of the end of the most recently completed fiscal year; (ii) the Issuer’s and its other Restricted Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 10.0% of the total assets of the Issuer and its Restricted Subsidiaries consolidated as of the end of the most recently completed fiscal year; or (iii) the Issuer’s and its other Restricted Subsidiaries’ share of the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of the subsidiary exclusive of amounts attributable to any non-controlling interests exceeds 10.0% of such income of the Issuer and its Restricted Subsidiaries consolidated for the most recently completed fiscal year; provided, however, that any Restricted Subsidiary of the Issuer, which, when aggregated with all other Restricted Subsidiaries of the Issuer that are not otherwise Significant Subsidiaries and as to which any

145 event described in clauses (f), (g) and/or (h) of Condition 9.1 has occurred, shall be deemed to constitute a Significant Subsidiary in accordance with the criteria set forth above. “Stated Maturity” means, with respect to any security or indebtedness, the date specified in such security or indebtedness as the fixed date on which the payment of principal of such security or indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase or repayment of such security at the option of the holder thereof upon the happening of any contingency). “Subordinated Indebtedness” means, any Indebtedness of the Issuer (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to Indebtedness under the Notes pursuant to a written agreement. “Subsidiary” means, with respect to any specified Person: (i) any corporation, association, société d’exercice libéral or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); provided that any corporation, association or other business entity shall also be deemed to be a Subsidiary if and for so long as such corporation, association or other business entity is consolidated in the financial statements of such Person according to the full consolidation method in accordance with IFRS; and (ii) any partnership or limited liability company (other than entities covered by clause (i) of this definition) of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. “Unrestricted Subsidiary” means: (i) any Subsidiary of the Issuer that at the time of determination is an Unrestricted Subsidiary, as designated by the Board of Directors in the manner provided below; and (ii) any Subsidiary of an Unrestricted Subsidiary. The Issuer may designate any Subsidiary (including any newly formed or newly acquired Subsidiary) of the Issuer as an “Unrestricted Subsidiary” if no Default shall have occurred and be continuing at the time of or after giving effect to such Designation and the Issuer would be permitted to make, at the time of such designation (a) a Permitted Investment or (b) an Investment pursuant Condition 6.2(a), in an amount equal to the Fair Market Value of the Issuer’s proportionate interest in such Subsidiary on such date. Notwithstanding the foregoing, no Subsidiary shall be designated as an “Unrestricted Subsidiary” if such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Restricted Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated. The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary if (1) no Default shall have occurred and be continuing at the time of and after giving effect to such redesignation and (2) all Liens, Indebtedness and Investments of such Unrestricted Subsidiary outstanding immediately following such redesignation would, if Incurred or made at such time, have been permitted to be Incurred or made for all purposes of the Trust Deed. Any such designation or redesignation by the Board of Directors shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Issuer’s Board of Directors giving effect to such designation and an Officers’ Certificate of the Issuer certifying that such designation or redesignation complied with the foregoing provisions. “Voting Stock” means, at any time, all classes of Capital Stock of the Issuer then outstanding and normally entitled to vote in the Issuer’s general shareholders’ meetings. “Wholly Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares and de minimis number of shares held by other Persons to the extent required by applicable law to be held by a Person other than by its parent or a Subsidiary of its parent) is owned by the Issuer or one or more other Wholly Owned Subsidiaries.

146 BOOK-ENTRY, DELIVERY AND FORM

The Notes will be issued only in registered form and in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

The Notes are being sold in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”) and will be represented on issue by an offshore global note (the “Global Note”), that will represent the aggregate principal amount of the Notes. The Global Note will be deposited with, and registered in the name of a nominee for the common depositary for, Euroclear Bank SA/NV, (“Euroclear”) and Clearstream, Luxembourg (“Clearstream”). Beneficial interests in the Global Note may be held only through Euroclear or Clearstream or their participants at any time. By acquisition of a beneficial interest in the Global Note, the purchaser will be required to certify that it is not a U.S. Person (as defined in Regulation S) in reliance on Regulation S. See “Subscription and Sale of the Notes”.

Beneficial interests in the Global Note will be subject to certain restrictions on transfer set out therein and under “Subscription and Sale of the Notes” and in the Agency Agreement.

Except in the limited circumstances described below (see “—Exchange of Global Notes for Definitive Notes”), owners of beneficial interests in the Global Note will not be entitled to receive physical delivery of Notes.

For so long as any of the Notes are represented by the Global Note, each person (other than another clearing system) who is for the time being shown in the records of Euroclear or Clearstream (as the case may be) as the holder of a particular aggregate principal amount of such Notes (each an “Accountholder”) (in which regard any certificate or other document issued by Euroclear or Clearstream (as the case may be) as to the aggregate principal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated as the holder of such aggregate principal amount of such Notes (and the expression “Noteholders” and references to “holding of Notes” and to “holder of Notes” shall be construed accordingly) for all purposes other than with respect to payments on such Notes, the right to which shall be vested solely in the nominee for the relevant clearing system (the “Relevant Nominee”) in accordance with and subject to the terms of the Global Note. Each Accountholder must look solely to Euroclear or Clearstream, as the case may be, for its share of each payment made to the Relevant Nominee.

The Notes will be subject to certain transfer restrictions and certification requirements as set forth under “Subscription and Sale of the Notes”.

Depository Procedures The information set out below is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream (together, the “Clearing Systems”) currently in effect. The information in this section concerning the Clearing Systems has been obtained from sources that we believe to be reliable, but none of the Issuer or the Initial Purchasers takes any responsibility for the accuracy of this section. Investors wishing to use the facilities of any of the Clearing Systems are advised to confirm the continued applicability of the rules, regulations and procedures of the relevant Clearing System. None of the Issuer or any other party to the Trust Deed will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the Notes held through the facilities of any Clearing System or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Clearing Systems Euroclear and Clearstream Euroclear and Clearstream each hold securities for their customers and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer between their respective account holders. Euroclear and Clearstream provide various services including safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream also deal with domestic securities markets in several countries through established depositary and custodial relationships. Euroclear and Clearstream have established an electronic bridge between their two systems across which their respective participants may settle trades with each other. Euroclear and Clearstream customers are worldwide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Euroclear and Clearstream is available to other institutions that clear through or maintain a custodial relationship with an account holder of either system.

147 Registration and Form Book-entry interests in the Notes held through Euroclear and Clearstream will be represented by the Global Note registered in the name of a nominee of, and held by, a common depositary for Euroclear and Clearstream. As necessary, the Registrars will adjust the amounts of Notes on the Register for the accounts of Euroclear and Clearstream to reflect the amounts of Notes held through Euroclear and Clearstream, respectively. Beneficial ownership of book-entry interests in Notes will be held through financial institutions as direct and indirect participants in Euroclear and Clearstream.

The aggregate holdings of book-entry interests in the Notes in Euroclear and Clearstream will be reflected in the book-entry accounts of each such institution. Euroclear or Clearstream, as the case may be, and every other intermediate holder in the chain to the beneficial owner of book-entry interests in the Notes will be responsible for establishing and maintaining accounts for their participants and customers having interests in the book- entry interests in the Notes. The Registrars will be responsible for maintaining a record of the aggregate holdings of Notes registered in the name of a common nominee for Euroclear and Clearstream and/or, if individual certificates are issued in the limited circumstances described herein, holders of Notes represented by those individual certificates. Each paying agent will be responsible for ensuring that payments received by it from or on behalf of the Issuer for holders of book-entry interests in the Notes holding through Euroclear and Clearstream are credited to Euroclear or Clearstream, as the case may be.

We will not impose any fees in respect of holding the Notes; however, holders of book-entry interests in the Notes may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear or Clearstream.

Clearing and Settlement Procedures Initial Settlement Upon their original issue, the Notes will be in global form represented by the Global Note. Interests in the Notes will be in uncertified book-entry form. Purchasers electing to hold book-entry interests in the Notes through Euroclear and Clearstream accounts will follow the settlement procedures applicable to conventional Eurobonds. Book-entry interests in the Notes will be credited to Euroclear and Clearstream participants’ securities clearance accounts on the business day following the issue date against payment.

Secondary Market Trading Secondary market trades in the Notes will be settled by transfer of title to book-entry interests in the Clearing Systems. Title to such book-entry interests will pass by registration of the transfer within the records of Euroclear or Clearstream, as the case may be, in accordance with their respective procedures. Book-entry interests in the Notes may be transferred within Euroclear and within Clearstream and between Euroclear and Clearstream in accordance with procedures established for these purposes by Euroclear and Clearstream.

General None of Euroclear or Clearstream is under any obligation to perform or continue to perform the procedures referred to above, and such procedures may be discontinued at any time. None of the Issuer, the Trustee, the Principal Paying Agent, the Registrar or any of their agents will have any responsibility for the performance by Euroclear or Clearstream or their respective participants of their respective obligations under the rules and procedures governing their operations or the arrangements referred to above.

Exchange of Global Notes for Definitive Notes A Global Note is exchangeable for Notes in registered definitive form (“Definitive Notes”) if: a) Euroclear and/or Clearstream is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces that it is permanently to cease business or does in fact do so and no successor or alternative clearing system is available; or b) the relevant clearing system so requests following an event of default under the Trust Deed.

In all cases, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the relevant

148 clearing system (in accordance with its customary procedures), as the case may be unless the Issuer determines otherwise in compliance with the requirements of the Trust Deed.

Definitive Notes delivered in exchange for the Global Note will be delivered to or upon the order of the relevant clearing system or an authorised representative of the relevant clearing system, and may be delivered to Noteholders at the office of the Paying Agent.

Exchange of Definitive Notes for Global Notes If issued, Definitive Notes may not be exchanged or transferred for beneficial interests in a Global Note.

Exchange of Definitive Notes for Definitive Notes If issued, Definitive Notes may be exchanged or transferred by presenting or surrendering such Definitive Notes at the office of the Registrar located in Frankfurt with a written instrument of transfer in form satisfactory to such Registrar, duly executed by the holder of the Definitive Notes or by its attorney, duly authorised in writing. If the Definitive Notes being exchanged or transferred have restrictive legends, such holder must also provide a written certificate (in the form provided in the Trust Deed) to the effect that such exchange or transfer will comply with the appropriate transfer restrictions applicable to such Notes. See “Subscription and Sale of the Notes”.

In the case of a transfer in part of a Definitive Note, a new Definitive Note in respect of the balance of the principal amount of the Definitive Note not transferred will be delivered to the office of the relevant Registrar.

If a holder of a Definitive Note claims that such Definitive Note has been lost, destroyed or stolen, or if such Definitive Note is mutilated and is surrendered to the office of the relevant Registrar, the Issuer will issue and the Registrar will authenticate a replacement Definitive Note if the Issuer’s requirements are met. We and the Registrar may require a holder requesting replacement of a Definitive Note to furnish such security or indemnity as may be required to protect them and any agent from any loss which they may suffer if a Definitive Note is replaced. We and the Registrar may charge for any expenses incurred by it in replacing a Definitive Note. In case any such mutilated, destroyed, lost or stolen Definitive Note has become or is about to become due and payable, the Issuer, in its discretion, may, instead of issuing a new Definitive Note, pay such Definitive Note.

Methods of Receiving Payments on the Notes Payments of principal and interest in respect of Notes represented by a Global Note will be made upon presentation or, if no further payment falls to be made in respect of the Notes, against presentation and surrender of such Global Note to or to the order of a Paying Agent (or such other agent as shall have been notified to the holders of the Global Note for such purpose).

Distributions of amounts with respect to book-entry interests in the Global Note held through Euroclear or Clearstream will be credited, to the extent received by a paying agent, to the cash accounts of Euroclear or Clearstream participants in accordance with the relevant system’s rules and procedures.

Principal of, premium, if any, and interest on any Definitive Notes will be payable at the office or agency of the Paying Agent maintained for such purposes. In addition, interest on Definitive Notes may be paid by check mailed to the person entitled thereto as shown on the register for such Definitive Notes.

Action by Owners of Book-Entry Interests Euroclear and Clearstream have advised us that they will take any action permitted to be taken by a holder of the Notes (including the presentation of the Notes for exchange as described above) only at the direction of one or more participants to whose account the book-entry interests in the Global Note are credited and only in respect of such portion of the aggregate principal amount of the Notes as to which such participant or participants has or have given such direction. Euroclear and Clearstream will not exercise any discretion in the granting of consents, waivers or the taking of any other action in respect of the Global Note. However, if there is an event of default under the Notes, Euroclear and Clearstream reserve the right to exchange the Global Note for Definitive Notes in certificated form, and to distribute such Definitive Notes to their participants.

149 SUBSCRIPTION AND SALE OF THE NOTES

Each of the Initial Purchasers, in their capacities as initial purchasers, pursuant to a purchase agreement, dated 16 March 2016 (the “Purchase Agreement”), has agreed with us, subject to the satisfaction of certain conditions, to subscribe and pay for the Notes at the initial purchase price specified therein, less subscription and underwriting fees and certain expenses to be agreed between us and the Initial Purchasers. The Purchase Agreement entitles the Initial Purchasers to terminate the Purchase Agreement in certain circumstances prior to payment being made to the Issuer.

The Initial Purchasers are Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P. Morgan Securities plc, Mitsubishi UFJ Securities International plc, Bankinter, S.A., Banco Bradesco BBI S.A. and Raiffeisen Bank International AG.

We have been advised by each Initial Purchaser that it proposes to resell the Notes outside the United States to persons who are not U.S. Persons (as defined in Regulation S) in reliance on Regulation S and in accordance with applicable law.

Pursuant to the Purchase Agreement, the Issuer has agreed to indemnify the Initial Purchasers against certain liabilities.

The Notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.

This Offering Circular has been prepared by us for use in connection with the offer and sale of the Notes outside the United States to persons who are not U.S. Persons (as defined in Regulation S) in reliance on Regulation S and for the admission of the Notes to listing on the Official List of the Irish Stock Exchange and the admission of the Notes to trading on the Global Exchange Market. Each of us and the Initial Purchasers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the principal amount of Notes which may be offered. This Offering Circular does not constitute an offer to any Person in the United States. Distribution of this Offering Circular to any Person within the United States is unauthorised and any disclosure of any of its contents to such persons is prohibited.

The Initial Purchasers have advised us that they presently intend to make a market in the Notes as permitted by applicable laws and regulations. The Initial Purchasers are not obligated, however, to make a market in the Notes and any such market making may be discontinued at any time at the sole discretion of the Initial Purchasers. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Notes. See “Risk Factors—Risks Related to the Notes—There currently exists no market for the Notes, and we cannot provide assurance that an active trading market will develop for the Notes”.

The Notes will initially be offered at the price indicated on the cover page hereof. After the initial offering of the Notes, the offering price and other selling terms of the Notes may from time to time be varied by the Initial Purchasers without notice.

We have applied, through our listing agent in Ireland, to have the Notes listed on the Official List of the Irish Stock Exchange and to admit the Notes to trading on the Global Exchange Market. Neither the Initial Purchasers nor we can assume that Notes will be approved for admission to listing and trading, and will remain listed on the Official List of the Irish Stock Exchange and admitted to trading on the Global Exchange Market.

The Initial Purchasers or their respective affiliates have provided in the past and may provide in the future investment banking, commercial lending, consulting and financial advisory services to us and our affiliates in the ordinary course of business for which we may receive customary advisory and transaction fees and expense reimbursement.

The Initial Purchasers or their respective affiliates may enter into derivative and/or structured transactions with their customers in connection with the Notes and the Initial Purchasers or their respective affiliates may also purchase some of the Notes to hedge their risk exposure in connection with such transactions. Also, the Initial Purchasers or their respective affiliates may acquire for their own account the Notes offered hereby. Such acquisitions may have an effect on the demand and the price of the Notes. In connection with the offering, the Initial Purchasers may purchase and sell the Notes in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the

150 Initial Purchasers of a greater principal amount of Notes than they are required to purchase in the offering. The Initial Purchasers must close out any short position by purchasing Notes in the open market. A short position is more likely to be created if the Initial Purchasers are concerned that there may be downward pressure on the price of the Notes in the open market after pricing that could adversely affect investors who purchase in the offering. Similar to other purchase transactions, the Initial Purchasers’ purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of the Notes or preventing or retarding a decline in the market price of the Notes. As a result, the price of the Notes may be higher than the price that might otherwise exist in the open market. Neither we nor any of the Initial Purchasers make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes. In addition, neither we nor any of the Initial Purchasers make any representation that we will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

We expect that delivery of the Notes will be made against payment on the Notes on or about the Issue Date which will be the tenth business day following the date of pricing of the Notes (this settlement cycle is being referred to as “T+10”). Trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of this Offering Circular or the following six business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to make such trades should consult their own advisors.

151 TAXATION

The statements herein regarding taxation are based on the laws and regulations in force in the European Union and the Republic of France as at the date of this Offering Circular and are subject to any change in law (including with retroactive effect) or to different interpretation. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to purchase, own or dispose of, the Notes. Each prospective holder or beneficial owner of Notes should consult its own tax advisor as to the French or other tax consequences of any investment in, or ownership and disposition of, the Notes. Persons who are in doubt as to their tax position should consult a professional tax adviser.

U.S. Foreign Account Tax Compliance Sections 1471 through 1474 (inclusive) of the U.S. Internal Revenue Code of 1986, as amended, and associated regulation (commonly referred to as FATCA) impose a reporting regime and a 30 per cent. withholding tax with respect to certain payments to any non-U.S. financial institution (a “foreign financial institution”, or “FFI” (as defined by FATCA)) that does not enter into an agreement with the U.S. Internal Revenue Service (“IRS”) to provide the IRS with certain information in respect of its account holders and certain investors, or is not otherwise exempt from or in deemed compliance with FATCA (such as by complying with the terms of a relevant inter-governmental agreement with the United States (an “IGA”)).

The FATCA withholding regime has begun to be phased in on 1 July 2014 for payments from sources within the United States and will apply to “foreign passthru payments” to the extent such payments are treated as attributable to certain U.S. source payments no earlier than 1 January 2019. This withholding would potentially apply to payments in respect of (i) any Notes characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or after the “grandfathering date”, which is the later of (a) 1 July 2019 and (b) the date on which final U.S. Treasury regulations defining the term “foreign passthru payment” are filed with the Federal Register, or which are materially modified on or after the grandfathering date, and (ii) any Notes characterised as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued.

Payments on the Notes are not expected to be subject to withholding under FATCA because the Notes are expected to be grandfathered obligations and because the Issuer does not expect to be treated as a “financial institution” for the purposes of FATCA. However, if the Issuer were to be treated as a “financial institution” for purposes of FATCA and the Notes are “materially modified” within the meaning of FATCA after the grandfathering date, then payments on the Notes (including repayment of principal) and gross proceeds received on the disposition of the Notes made or received on or after 1 January 2019 may become subject to FATCA withholding to the extent such amounts are considered “foreign passthru payments”.

If the Notes were to become subject to FATCA withholding, it is not expected that FATCA would affect the amount of any payment received by the ICSDs while the Notes are in global form and held within the ICSDs. However, FATCA may affect payments made to custodians or intermediaries in the subsequent payment chain leading to the ultimate investor if any such custodian or intermediary generally is unable to receive payments free of FATCA withholding. It also may affect payment to any ultimate investor that is an FFI that is not entitled to receive payments free of withholding under FATCA, or an ultimate investor that fails to provide its broker (or other custodian or intermediary from which it receives payment) with any information, forms, other documentation or consents that may be necessary for the payments to be made free of FATCA withholding.

The Issuer’s obligations under the Notes are discharged once it has paid to the order of the Common Depositary for the ICSDs (as holder of the Notes) and the Issuer therefore has no responsibility for any amount transmitted thereafter through the ICSDs and custodians or intermediaries. Accordingly, investors should choose their custodians and financial institution intermediaries with care (to ensure each is compliant with FATCA or other laws or agreements related to FATCA) and should provide each such custodian or intermediary with any information, forms, other documentation or consents that may be necessary for such custodian or intermediary to make a payment free of FATCA withholding.

Prospective investors should consult their own tax advisers to obtain a more detailed explanation of FATCA and how FATCA may affect them.

The documentation expressly contemplates the possibility that the Notes may go into definitive form and therefore that they may be taken out of the ICSDs. If this were to happen, then a non-FATCA compliant holder

152 could be subject to FATCA withholding. However, definitive Certificates will only be printed in remote circumstances and if the Issuer were considered a “financial institution”, it generally would not be required to make any FATCA withholding.

European Union Tax Considerations On 14 February 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the “Participating Member States”).

In a common declaration dated 8 December 2015, the Participating Member States, excluding Estonia, confirmed their intention to make decisions regarding the outstanding issues related to the FTT before the end of June 2016.

Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

French Withholding Tax The following is a basic summary of certain withholding tax considerations that may be relevant to holders of Notes who (i) are non-French residents for French tax purposes, (ii) do not concurrently hold shares of the Issuer, (iii) do not hold their Notes in connection with a business or profession conducted in France through a permanent establishment or a fixed base in France and (iv) are not otherwise affiliated with the Issuer within the meaning of Article 39-12 of the FTC. This summary is based on the tax laws and regulations of France as currently in effect and applied by the French tax authorities, all of which are subject to change (including with retrospective effect) or to different interpretation. It is for general information only and does not address all of the French tax considerations that may be relevant to specific holders of the Notes in light of their particular circumstances. Persons who are in doubt as to their tax position should consult a professional tax adviser.

Pursuant to Article 125 A III of the FTC, payments of interest and other revenues made by a debtor which is established in France with respect to notes qualifying as debt securities under French commercial law are not subject to the withholding tax set forth under Article 125 A III of the FTC unless such payments are made outside France in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0 A of the FTC (a “Non-Cooperative State”), in which case, a 75 per cent. withholding tax is applicable (subject to exceptions, certain of which are set forth below, and to the more favorable provisions of any applicable double tax treaty). The 75 per cent. withholding tax is applicable irrespective of the tax residence of the holder of the notes. The list of Non-Cooperative States is published by a ministerial executive order, which is updated on a yearly basis.

Furthermore, in application of Article 238 A of the FTC, interest and other revenues on notes may be non-deductible from the debtor’s taxable income if they are paid or accrued to persons established or domiciled in a Non-Cooperative State or paid to a bank account opened in a financial institution located in a Non-Cooperative State (the “Deductibility Exclusion”). Under certain conditions, any such non-deductible interest and other revenues may be recharacterised as constructive dividends pursuant to Articles 109 et seq. of the FTC, in which case such non-deductible interest and other revenues may be subject to the withholding tax set out under Article 119 bis 2 of the FTC, at a rate of 30 per cent. or 75 per cent. (subject to more favorable provisions of any applicable double tax treaty).

153 Notwithstanding the foregoing, neither the 75 per cent. withholding tax set out under Article 125 A III of the FTC, nor, to the extent that the relevant interest or revenues relate to a genuine transaction and is not in an abnormal or exaggerated amount, the Deductibility Exclusion and the withholding tax set out under Article 119 bis 2 of the FTC that may be levied as a result of such non-deductibility will apply in respect of a particular issue of notes if the debtor can prove that the main purpose and effect of such issue of notes was not that of allowing the payments of interest or other revenues to be made in a Non-Cooperative State (the “Exception”).

Pursuant to Bulletin officiel des Finances Publiques-Impôts BOI-INT-DG-20-50-20140211 (the “Administrative Guidelines”), an issue of notes will benefit from the Exception without the debtor having to provide any proof of the main purpose and effect of the issue of the notes, if the notes are: • offered by means of a public offer within the meaning of Article L.411-1 of the French Code monétaire et financier or pursuant to an equivalent offer in a State other than a Non-Cooperative State. For this purpose, an “equivalent offer” means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority; or • admitted to trading on a regulated market or on a French or foreign multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, and the operation of such market is carried out by a market operator or an investment services provider, or by such other similar foreign entity, provided further that such market operator, investment services provider or entity is not located in a Non-Cooperative State; or • admitted, at the time of their issue, to the clearing operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L.561-2 of the French Code monétaire et financier, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State.

The Notes issued by the Issuer under this Offering Circular qualify as debt securities under French commercial law. Considering (i) that the Notes will be admitted to trading on the Irish Stock Exchange which does not qualify as a Non-Cooperative State and that such market will be operated by a market operator which is not located in a Non-Cooperative State, and/or (ii) that, at the time of their issue, the Notes will be admitted to the operations of a central depositary or of a securities clearing and delivery and payments systems operator within the meaning of Article L.561-2 of the French Code monétaire et financier which is not located in a Non-Cooperative State, interest and other revenues paid by or on behalf of the Issuer in respect of the Notes will benefit from at least one of the above mentioned exceptions and consequently be exempt from the withholding tax set out under Article 125 A III of the FTC.

Moreover, under the same considerations, pursuant to the Administrative Guidelines, interest and other revenues paid by or on behalf of the Issuer on the Notes will not be subject to the Deductibility Exclusion set out under Article 238 A of the FTC and, as a result, will not be subject to the related withholding tax set out under Article 119 bis 2 of the FTC solely on account of their being paid in a Non-Cooperative State or accrued or paid to persons established or domiciled in a Non-Cooperative State.

154 CERTAIN INSOLVENCY AND ENFORCEABILITY CONSIDERATIONS

The following is a summary of certain insolvency law considerations in the European Union and France, the jurisdiction of incorporation of the Issuer. The description is only a summary and does not purport to be complete or to discuss all of the limitations or considerations that may affect the validity and enforceability of the Notes. Prospective investors in the Notes should consult their own legal advisors with respect to such limitations and considerations.

European Union Pursuant to Council Regulation (EC) No. 1346/2000 on insolvency proceedings (the “EU Insolvency Regulation”), which applies within the European Union (other than Denmark and in respect of certain insurance, credit institution and investment undertakings), the court that shall have jurisdiction to open insolvency proceedings in relation to a company is the court of the Member State (other than Denmark) in which the company concerned has its “centre of main interests” as that term is used in Article 3(1) of the EU Insolvency Regulation). The determination of where such company has its “centre of main interests” is generally a question of fact on which the courts of different Member States may have differing and even conflicting views.

The term “centre of main interests” is not a static, but rather a fact and circumstances-based concept and may therefore change from time to time. Although there is a rebuttable presumption under Article 3(1) of the EU Insolvency Regulation that a company has its “centre of main interests” in the Member State in which it has its registered office. Preamble 13 of the EU Insolvency Regulation states that the “centre of main interests” of a debtor should correspond to the place at which the debtor conducts the administration of its interests on a regular basis which “is therefore ascertainable by third parties”. In that respect, factors such as the location at which board meetings are held and the location at which the debtor conducts the majority of its business, including the perception of the company’s creditors of the centre of the company’s business operations, may all be relevant in determining where the company has its “centre of main interests”, with the company’s “centre of main interests” at the time of the initiation of the relevant insolvency proceedings being not only decisive for the international jurisdiction of the courts of a certain Member State, but also for the insolvency laws applicable to these insolvency proceedings because each court would, subject to certain exceptions, apply its local insolvency laws (lex fori concursus).

If the “centre of main interests” of a company is and will remain located in the state in which it has its registered office, the main insolvency proceedings in respect of such company under the EU Insolvency Regulation would be commenced in such jurisdiction and accordingly a court in such jurisdiction would be entitled to commence the types of insolvency proceedings referred to in Annex A to the EU Insolvency Regulation. Insolvency proceedings commenced in one state under the EU Insolvency Regulation are to be recognised in the other Member States (other than Denmark), although secondary proceedings may be opened in another Member State.

If the “centre of main interests” of a debtor is in one Member State (other than Denmark) under Article 3(2) of the EU Insolvency Regulation, the courts of another Member State (other than Denmark) have jurisdiction to open secondary (or “territorial”) insolvency proceedings only in the event that such debtor has an “establishment” in the territory of such other Member State within the meaning of the EU Insolvency Regulation. The effects of those secondary proceedings are restricted to the assets of the debtor situated in the territory of such other Member State. If main proceedings in the Member State in which the debtor has its “centre of main interests” have been opened, these secondary proceedings must be winding-up proceedings. Where main proceedings in the Member State in which the debtor has its “centre of main interests” have not yet been opened, territorial insolvency proceedings can be opened in another Member State in which the company has an establishment only if either: (i) insolvency proceedings cannot be opened in the Member State in which the company’s “centre of main interests” is situated as a result of conditions set forth by that Member State’s law; or (ii) the secondary insolvency proceedings are opened at the request of a creditor that is domiciled, habitually resident or has its registered office in the Member State in which the company has an establishment or whose claim arises from the operation of that establishment. Irrespective of whether the insolvency proceedings are main or secondary insolvency proceedings, such proceedings will always, subject to certain exceptions, be governed by the lex fori concursus, i.e., the local insolvency law of the court that has assumed jurisdiction for the insolvency proceedings of the debtor.

155 A new Council Regulation (EC) No. 2015/848 of 20 May 2015 on insolvency proceedings (the New EU Insolvency Regulation) came into force on 26 June 2015, and will gradually replace the EU Insolvency Regulation, although, for the most part, it will only become effective on June 26, 2017. Some of the main changes introduced by the New EU Insolvency Regulation are: (a) where a debtor’s registered office has been moved to another Member state in the three month period prior to the request for commencement of insolvency proceedings, the rebuttable presumption that its centre of main interests is at the place of its registered office will no longer apply; and (b) the commencement of secondary proceedings in another Member State, which will no longer be limited only to “winding-up proceedings”, will be possible not only if the debtor has an establishment in such Member State at the time of commencement of main insolvency proceedings, but also if the debtor had an establishment in such Member State in the three month period prior to the request for commencement of main insolvency proceedings.

In the event that the Issuer experiences financial difficulty, it is not possible to predict with certainty in which jurisdiction or jurisdictions insolvency or similar proceedings will be commenced, or the outcome of such proceedings. Applicable insolvency laws may affect the enforceability of the obligations of the Issuer. The insolvency, administration and other laws of the jurisdictions in which the respective companies are organized or operate may be materially different from, or conflict with, each other and there can be no assurance as to how the insolvency laws of the potentially involved jurisdictions will be applied in relation to one another.

France Insolvency We conduct a part of our business activity in France and, to the extent that the centre of our main interests is deemed to be in France, we would be subject to French pre-insolvency and/or insolvency proceedings affecting creditors, including court-assisted proceedings (mandat ad hoc or conciliation proceedings) and court-administered insolvency proceedings being either safeguard (sauvegarde), accelerated safeguard (sauvegarde accélérée) accelerated financial safeguard (sauvegarde financière accélérée), reorganisation or liquidation proceedings (redressement or liquidation judiciaire). In general, French insolvency legislation favours the continuation of a business and protection of employment over the payment of creditors and could limit your ability to enforce your rights under the Notes.

The following is a general discussion of pre-insolvency and insolvency proceedings governed by French law for informational purposes only and does not address all the French legal considerations that may be relevant to holders of the Notes.

Please note that the following is a general discussion of pre-insolvency and insolvency proceedings which currently apply. We have nonetheless focused part of our study on considerations that may be relevant to holders of the Notes regarding the Ordinance No. 2014-326 dated March 2014 (the “2014 Order”) and the Law No. 2015-990 dated 6 August 2015 (the “2015 Law”).

Under the EU Insolvency Regulation, if a debtor is located in the EU (other than Denmark), French courts shall have jurisdiction over the main insolvency proceedings if the centre of the debtor’s main interests is situated in France. In case of a company or legal person, the place of the registered office shall be presumed to be the centre of its main interests in the absence of proof to the contrary. In determining whether the centre of main interests of a company is in France, French courts will take into account a broad range of factual elements.

Jurisdiction of specialized Commercial Courts for debtors of a significant size The 2015 Law provides that in case of insolvency proceedings as from 1 March 2016, specific Commercial Courts, that are to be appointed by decree, will have exclusive jurisdiction with respect to: i. conciliation, safeguard, reorganization and liquidation proceedings of companies meeting the following requirements: a) 250 employees or more and a net turnover of at least EUR 20M; b) Net turnover of at least EUR 40M; c) Company that holds or controls another company in compliance with Articles L.233-1 and L.233-3 of the French Commercial Code, which employs 250 employees or more and has a turnover of at least EUR 20M;

156 d) Company that holds or controls another company in compliance with Articles L.233-1 and L.233-3 of the French Commercial Code, whose turnover is of at least EUR 40M;

For c) and d) the court having jurisdiction is the one within whose jurisdiction the holding or controlling company is located; ii. proceedings for which the international jurisdiction of the court is determined in compliance with the EU Insolvency Regulation. In such case, the court having jurisdiction is the one within whose jurisdiction the debtor’s “centre of main interests” is located—it being specified that for legal entities, the “centre of main interests” is presumed to be the registered office, unless proven otherwise; and iii. proceedings for which the international jurisdiction of the court results from the presence within its purview of the “centre of main interests” of the debtor.

Grace Periods In addition to insolvency laws discussed below, you could, like any other creditors, be subject to Articles 1244-1 et seq. of the French Civil Code (Code civil). Pursuant to the provisions of these Articles, French courts may, in any civil or commercial proceedings involving the debtor, whether initiated by the debtor or the creditor, taking into account the debtor’s position and the creditor’s financial need, defer or otherwise reschedule over a maximum period of two years the payment dates of payment obligations and decide that any amounts, the payment date of which is thus deferred or rescheduled, will bear interest at a rate that is lower than the contractual rate (but not lower than the legal rate as published twice a year by decree) or that payments made shall first be allocated to repayment of principal. A court order made under Articles 1244-1 et seq. of the French Civil Code (Code civil) will suspend any pending enforcement measures, and any contractual interest or penalty for late payment will not accrue or be due during the period ordered by the court. A creditor cannot contract out of such grace periods. When a debtor benefits from conciliation proceedings, these statutory provisions shall be read in combination with Article L.611-7 of the French Commercial Code (Code de commerce) (see “Court assisted proceedings—Conciliation”).

Please note that the 2014 Order extends the benefit of any grace period granted to a debtor to all its guarantors.

Insolvency (cessation des paiements) under French law Under French law, a company is deemed insolvent (en cessation des paiements) when it is not able to pay its debts which are due with its available assets taking into account reserves of credit available to it and debt reschedulings which its creditors have granted to it.

Warning Procedure (procédure d’alerte) In order to anticipate a debtor’s difficulties to the extent possible, French law provides for warning procedures to be initiated by the statutory auditors. Indeed, when there are elements which they believe put the company’s existence as a going concern in jeopardy, the statutory auditors of a company can request the management to provide an explanation. Failing satisfactory explanations or corrective measures, the statutory auditors can request that a board of directors or a supervisory board (or the equivalent body), and, at a later stage (i.e. failing satisfactory explanation or corrective measure from the board of directors or supervisory board or if such corporate body is not convened), the shareholders’ meeting be convened. Depending on the answers provided to them (and the type of company), the auditors can or must inform the President of the relevant Commercial Court of the warning procedure.

The President of the Commercial Court can also himself summon the management to provide explanations on elements which the President of the court believes put the company’s existence as a going concern in jeopardy (or when the company has not filed its financial statements within the statutory timeframe, despite his injunction).

Court-assisted Proceedings A French company facing difficulties may request the opening of court-assisted proceedings (mandat ad hoc or conciliation), the aim of which is to reach an agreement with the debtor’s main creditors. Mandat ad hoc and conciliation are proceedings carried out under a third party mediator itself under the supervision of the president of the court. These proceedings are amicable, confidential by law and do not involve any automatic stay.

157 French law does not provide for any specific rule in respect of mandat ad hoc. In practice, mandat ad hoc proceedings are used by debtors that are facing difficulties of an economic, legal or financial nature but are not insolvent. Creditors are not barred from taking legal action against the company to recover their claims, but, in practice, they generally abstain from doing so. Such mandat ad hoc proceedings are confidential and are not limited in time. The agreement reached by the parties (if any) with the help of the court-appointed officer (mandataire ad hoc) is reported by the latter to the President of the relevant court (usually the Commercial court) but is not sanctioned by the court or the President of the court. Please note that the 2014 Order provides that the order appointing the mandataire ad hoc shall be notified to the debtor auditors (if any).

Conciliation proceedings are available to a debtor that faces actual or foreseeable difficulties of a legal, economic or financial nature but which is not insolvent or has not been insolvent for more than 45 days. The debtor petitions the President of the Commercial Court for the appointment of a conciliator in charge of assisting the debtor in negotiating an agreement with all or part of its creditors and/or trade partners. Conciliation proceedings are confidential and may last up to five months. During the proceedings, creditors may continue to individually claim payment of their claims (which they usually accept not to do in practice) but the debtor retains the right to petition for debt rescheduling for a maximum of two years pursuant to Article 1244-1 et seq. of the French Civil Code (Code civil). Upon its execution, the agreement reached by the parties becomes binding upon them and creditors who signed the agreement may not take action against the company in respect of claims governed by the agreement. In addition, without such formalities being an obligation on the parties, the agreement can be either: (a) upon all parties’ request, acknowledged (constaté) by the President of the court, which makes it immediately enforceable, but conciliation proceedings remain confidential; or (b) upon the debtor’s request, approved (homologué) by a decision of the Commercial Court, which will make conciliation proceedings public and will have the following specific consequences: (i) creditors who provide new money, goods or services designed to ensure the continuation of the business of the distressed company (other than shareholders providing new equity) will enjoy a “new money” privilege (i.e. a priority payment) securing payment of this new debt over all pre- proceedings and post-proceedings claims (other than certain pre- proceedings employment claims and procedural costs), in the event of subsequent safeguard proceedings, judicial reorganisation proceedings or judicial liquidation proceedings; and (ii) in the event of subsequent judicial reorganisation proceedings or judicial liquidation proceedings, the date of insolvency (cessation des paiements) and therefore the starting date of the suspect period (as defined below) cannot be fixed by the court as at a date earlier than the date of the approval of the agreement by the court (see the definition of the date of the cessation des paiements above).

A third party having granted a guarantee (sûreté personnelle) or a security interest (sûreté réelle) can benefit from the provisions of the approved or acknowledged agreement.

The court decision approving the agreement does not make its terms public but discloses the guarantees granted to the creditors and priority of payment granted to the creditors. Provided the agreement (whether acknowledged or approved) is duly executed, any individual proceedings by creditors who signed the agreement with respect to the claims included in the agreement are suspended. In case of breach of the agreement, any party to the agreement can petition the court for its termination.

The commencement of subsequent insolvency proceedings will automatically put an end to the conciliation agreement, in which case the creditors will recover their claims and security interests, with the exception of amounts already paid to them. Conciliation proceedings, in the context of which a draft plan has been negotiated and is supported by a large majority of creditors without reaching unanimity, will be a mandatory preliminary step of the accelerated financial safeguard proceedings, as described below.

Please note however that some of the provisions governing mandat ad hoc and conciliation proceedings have been amended by the 2014 Order as follows: (a) the conciliator may be entrusted, at the request of the debtor and after consultation of the participating creditors, with the mission of setting up a partial or total sale of the business that could be subsequently implemented in the context of further safeguard, reorganisation or liquidation proceedings, if required. Any offers received in this context by the conciliator may be directly submitted to the court in the context of reorganisation or liquidation proceedings after consultation of the Public Prosecutor (Article L.642-2 of the French Commercial Code (Code de commerce), as amended by the 2014 Order);

158 (b) where a conciliation agreement has been acknowledged or approved, the court may appoint the conciliator as an agent in charge of the implementation of said agreement; (c) at the request of the debtor and at any time so long as the conciliation agreement is in effect, the court may postpone the payments (Article 1244-1 of the French Civil Code (Code civil)) of creditors that have not signed the conciliation agreement up to a maximum of 24 months. However such provisions do not apply to creditors that are mentioned by Article L.611-7 paragraph 3 of the French Commercial Code (Code commercial) (i.e., tax & social security authorities and institutions managing the unemployment insurance system); (d) so long as the conciliation agreement is in effect, interest produced by the affected claims can no longer be capitalised; (e) the “new money” privilege will also benefit to new financings granted during conciliation proceedings by creditors which are party to the conciliation agreement provided that the conciliation agreement is approved by the court; and (f) any clause in a contract which, as a result of the designation of a mandataire ad hoc or the opening of a conciliation proceeding, restricts debtor’s rights or increases its obligations shall be deemed void.

Court-administered Proceedings—Safeguard, Reorganisation and Liquidation Proceedings Court-administered proceedings may be initiated: (a) in the event of safeguard proceedings, upon petition by the debtor only; and (b) in the event of judicial reorganisation or liquidation, upon petition by the debtor, any creditor or the public prosecutor.

The debtor may file for safeguard proceedings at any time it is facing difficulties (the company is not required to demonstrate that these difficulties would be likely to lead to its insolvency if safeguard proceedings were not opened) that it cannot overcome, as long as it is not insolvent. It is required to petition for the opening of judicial reorganisation proceedings (if recovery is possible) or judicial liquidation proceedings (if recovery is manifestly not possible) within 45 days of its becoming insolvent. If it fails to do so and if the debtor is not in conciliation proceedings, its directors and officers and, as the case may be, de facto managers of the company, are exposed to incurring civil liability.

The period from the date of the court decision commencing the proceedings (whether a safeguard or a judicial reorganisation) to the date on which the court takes a decision on the outcome of the proceedings is called the observation period and may last for up to 6 months renewable once (plus an additional six months under exceptional circumstances). During the observation period, a court-appointed administrator, whose name can be suggested by the debtor in safeguard proceedings, investigates the business of the company.

Creditors do not have effective control of the procedure, which remains in the hands of the company and the administrator and is overseen by the court. In safeguard proceedings, the administrator’s mission is limited to either supervising or assisting the debtor’s management and assisting it in preparing a safeguard plan for the company. In judicial reorganisation proceedings, the administrator’s mission is usually to assist the management (although the administrator can be appointed to replace management, in full or in part) and to make proposals for the reorganisation of the company, which proposals may include the sale. At the end of the observation period, if it considers that the company can survive as a going concern, the court will adopt a safeguard or reorganisation plan which will entail a restructuring and/or rescheduling of debts and may entail the divestiture of some or all of the debtor’s assets and businesses. Please note that the 2014 Order provides that the court will not be able to impose a rescheduling or a postponement of the debts benefiting from a “new money” privilege.

At any time during safeguard proceedings, the court may convert such proceedings into reorganisation proceedings if the debtor becomes insolvent or at the debtor’s request, if the approval of a safeguard plan is manifestly impossible and if the company would become insolvent should safeguard proceedings end. Please note that the 2014 Order also assigned this prerogative to the judicial administrator, the creditors’ representative and to the Public Prosecutor when a safeguard or reorganisation plan has not been adopted.

At any time during safeguard or reorganisation proceedings, the court may convert such proceedings into liquidation proceedings if the debtor is insolvent and its recovery is manifestly impossible. However, further to recent decisions from the French Constitutional Court dated 7 December 2012 and 7 March 2014), the

159 constitutionality of the conversion of safeguard proceedings into judicial reorganisation or liquidation proceedings, when it is decided upon the judge’s own initiative, may be challenged. In this respect, please note that the 2014 Order took into consideration the aforementioned decision by removing the provisions authorising the opening of any insolvency proceedings upon the judge’s own initiative (i.e., Articles L.621-2, L.613-3, L.640-3, L.640-4 and L.640-5 of the French Commercial Code (Code de commerce)).

In case of judicial liquidation proceedings, no observation period shall be opened. The outcome of these proceedings, which is decided by the court without a vote of the creditors, may be a plan for the sale of the business and/or isolated sales of the debtor’s assets in order to discharge the debtor’s liabilities. In case a plan for the sale of the business is considered, the court can authorise a temporary continuation of the business for a maximum period of three months (renewable once at the public prosecutor’s request), whose effects are similar to an observation period.

Creditors’ Committees and Adoption of the Safeguard or Reorganisation Plan During the observation period, in the case of large companies (with more than 150 employees or turnover greater than €20 million) or upon request from the debtor or the administrator, two creditors’ committees (one for credit institutions having a claim against the debtor or assimilated entities having granted credit or advances in favour of the debtor and the other for suppliers having a claim that represents more than 3% of the total amount of the claims of all the debtor’s suppliers) have to be established. If there are any outstanding debt securities in the form of obligations (such as bonds or notes), a general meeting gathering all holders of such debt securities will be established irrespective of whether or not there are different issuances and of the governing law of those obligations (the “bondholders’ general assembly”). The Notes would constitute obligations for the purposes of a safeguard or reorganisation proceedings and the Noteholders would therefore vote within the bondholders’ general assembly. These two committees and the bondholders’ general assembly will be consulted on the safeguard or reorganisation plan drafted by the debtor’s management with the assistance of the judicial administrator during the observation period.

The plan submitted to the committees and the bondholders: (a) must take into account subordination agreements entered into by the creditors before the opening of the proceedings; (b) may treat creditors differently if it is justified by their differences in situation; and (c) may include a rescheduling or cancellation of debts, debt- for-equity swaps (debt-for-equity swaps requiring the relevant shareholder consent) and sale of part of the business.

In the first instance, the plan must be approved by each of the two creditors’ committees. Each committee must announce whether its members approve or reject such plan within a minimum of 15 days of its submission. Such approval requires the affirmative vote of creditors holding at least two-thirds of the amounts of the claims held by the members of such committee that express a vote. Following the approval of the plan by the two creditors’ committees, the plan will be submitted for approval to the bondholders’ general meeting. The approval of the plan at such meeting requires the affirmative vote of bondholders representing at least two-thirds of the amount of the claims held by bondholders expressing a vote in the bondholders’ general meeting. Creditors for whom the plan does not provide any modification of their repayment schedule or provides for a payment of their claims in cash in full as soon as the plan is adopted or as soon as their claims are admitted do not take part in the vote.

Following approval by the creditors’ committees and the bondholders’ general meeting and approval by each creditor that is not a member of the committees or a bondholder of a proposal including a rescheduling or a cancellation of part of its debt, the plan has to be approved (arrêté) by the court. In considering such approval, the court has to verify that the interests of all creditors are sufficiently protected. Once approved by the relevant court, the safeguard or reorganisation plan accepted by the committees and the bondholders’ general meeting will be binding on all the members of the committees and all bondholders (including those who did not vote or voted against the adoption of the plan). For those creditors (which are outside the creditors’ committee or the bondholders’ general meeting) who have not reached a negotiated agreement, the court can reschedule repayment of their claims over a maximum period of 10 years, except for claims with maturity dates of more than 10 years, in which case the maturity date shall remain the same. The court cannot oblige creditors subject to such a rescheduling to waive any part of their claim. The first payment must be made within a year of the judgment adopting the plan (in the third and subsequent years, the amount of each annual instalment must be of at least 5% of the admitted pre-filing liabilities, provided those liabilities have become due and payable).

In the event that the debtor’s proposed plan is not approved by both committees and the general meeting of bondholders within the first six months of the observation period, either because they do not vote on the plan or

160 because they reject it, the court can still adopt a safeguard plan in the time remaining until the end of the observation period. In such a case the rules are the same as the ones applicable to creditors that are not part of the committees and that are not bondholders (individual consultation) and, in particular, the court can only impose a rescheduling of the repayment of the debts over a maximum period of 10 years (as described in the immediately preceding paragraph). Please note however that some of the provisions governing safeguard or reorganisation plan have been amended by the 2014 Order as follows: (a) all members of the creditors’ committees (for the avoidance of doubt, this excludes the bondholders’ assembly) will have the possibility to propose an alternative plan. The committees will be required to vote on the different plans which will each be the subject of a report of the judicial administrator; (b) each member of the creditors’ committees must inform the administrator of the existence of any subordination agreement, any agreement restricting or conditioning their vote and any agreement allowing for third party payment of the relevant debt. The judicial administrator shall then submit to the creditor/note holder a proposal for the computation of its voting rights in the creditors committee/bondholders general meeting. In the event of a disagreement, the creditor/note holder or the judicial administrator may request that the matter be decided by the president of the commercial court in summary proceedings; and (c) in case of share capital increase provided in the plan, shareholders may set off their pre-commencement of the proceedings claim, provided their claim is admitted by the court and to the extent of the write-off the claim may be subject to in the plan.

Court-administered Proceedings—Accelerated Financial Safeguard A debtor in conciliation proceedings may request commencement of accelerated financial safeguard proceedings (“Accelerated Financial Safeguard”). The Accelerated Financial Safeguard proceedings are very similar to safeguard proceedings (see above) but have been designed to “fast-track” purely financial difficulties of large companies having (i) either more than 150 employees or a turnover greater than €20 million or (ii) whose total balance sheet exceeds (a) €25 million or (b) €10 million if they control another company (x) which has more than 150 employees or (y) whose turnover for the previous financial year is greater than €20 million or (z) whose total balance sheet exceeds €25 million.

The proceedings apply only to debt owed to financial institutions and bondholders (i.e., debts towards credit institutions and bond debt) the payment of which is suspended to be determined by the plan adopted through the Accelerated Financial Safeguard proceedings.

To be eligible to the Accelerated Financial Safeguard, the debtor must fulfil three conditions other than the above mentioned thresholds: (a) as is the case for regular safeguard proceedings, the debtor must (i) not be insolvent and (ii) face difficulties which it is not able to overcome; (b) the debtor must be subject to on-going conciliation proceedings when it applies for the opening of the Accelerated Financial Safeguard; and (c) the debtor must have prepared a draft safeguard plan ensuring the continuation of his business as a going concern supported by enough of its financial creditors (i.e., credit institutions and bondholders) to render likely its adoption by the credit institutions’ committee and the bondholders’ meeting if any within a maximum of two months of the opening of the proceedings.

Neither public creditors, such as the tax or social security administration, nor suppliers, are directly impacted by the Accelerated Financial Safeguard. Their debt continues to be due and payable according to their contractual or legal terms. The list of claims of credit institutions and bondholders party to the conciliation proceedings shall be drawn up by the debtor and certified by the statutory auditor and shall be deemed to constitute the filing of such claims (see below) unless the creditors otherwise elect to make such a filing (see below). The total duration of the Accelerated Financial Safeguard (i.e., the period between the judgment opening the Accelerated Financial Safeguard and the judgment adopting the plan) is one month, unless the court decides to extend it by one additional month.

Please note however that the provisions governing accelerated financial safeguard have been substantially amended by the 2014 Order as follows: (a) the 2014 Order, introduced accelerated safeguard proceedings (procédure de sauvegarde accélérée), that include all creditors, in addition to former “Accelerated Financial Safeguard” which remains a sub-category of those proceedings;

161 (b) the criteria for the opening of accelerated safeguard proceedings or accelerated financial safeguard proceedings have been eased: pursuant to the 2014 Order, such proceedings may be opened as long as the debtor has not been insolvent for more than 45 days prior to the request for the commencement of conciliation proceedings; (c) at any time, the Public Prosecutor may request the termination of such proceedings if the debtor has been insolvent for more than 45 days prior to the request for the commencement of conciliation proceedings; (d) the new criteria to be eligible for such proceedings (more than 20 employees, a turnover greater than €3 million or, a total balance sheet exceeding €1.5 million) shall apply unless the debtor produces consolidated financial statements (comptes consolidés). Therefore based on currently applicable regulations, the Issuer is eligible for accelerated safeguard proceedings; and (e) the total duration of the accelerated safeguard is 3 months whereas the duration of accelerated financial safeguard remains unchanged (i.e., the court must settle a safeguard plan within one month, unless the court decides to extend it by one additional month). If a plan is not adopted within this timeframe, there will be no individual consultation as in safeguard or judicial reorganisation proceedings and the proceedings will then be terminated.

Status of Creditors during Safeguard, Accelerated Financial Safeguard, Accelerated Safeguard, Judicial Reorganisation or Judicial Liquidation Proceedings Contractual provisions pursuant to which the insolvency (cessation des paiements) or the opening of safeguard, accelerated financial safeguard, accelerated safeguard or judicial reorganisation proceedings enables a creditor to accelerate the maturity of its claim are deemed void and are therefore not enforceable against the debtor. The opening of liquidation proceedings, however, automatically accelerates the maturity of all of a company’s obligations unless the continued operation of the business with a view to the adoption of a “plan of sale of the business” (plan de cession) is ordered by the court (three months; renewable once), in which case the acceleration of the obligations will only occur on the date of the court decision adopting the “plan of sale of the business” or on the date on which the continued operation of the business ends.

The court-appointed officer (administrateur judiciaire) can request the termination of on-going contracts (contrats en cours) which it believes the debtor will not be able to continue to perform. The court-appointed officer can, on the contrary, require that other parties to a contract continue to perform their obligations even though the debtor may have been in default, but on the condition that it fully performs its post-petition contractual obligations.

In addition, during the observation period: (a) accrual of interest is suspended (except in respect of loans providing for a term of at least one year, or contracts providing for a payment which is differed by at least one year); (b) the debtor is prohibited from paying (i) debts incurred prior to the date of the court decision commencing the proceedings, subject to specified exceptions which essentially cover the set-off of related (connexes) debts and payments authorised by the insolvency judge to recover assets subject to retention rights for which recovery is justified by the continued operation of the business or (ii) debts arising after the opening of the proceedings if such debts are not useful to the proceedings (post-opening, non-privileged debts); and (c) creditors may not pursue any individual legal action against the debtor (or, in safeguard proceedings, against a guarantor of the debtor provided such guarantor is an individual) with respect to any claim arising prior to the court decision commencing the proceedings or, as the case may be, for the aforementioned post-opening, non-privileged debts if the objective of such legal action is: (i) to obtain an order for payment of a sum of money by the debtor to the creditor (however, the creditor may require that a court determine the amount due); (ii) to terminate a contract for non-payment of amounts owed to the creditor; or (iii) to enforce the creditor’s rights against any assets of the debtor, except where such assets, whether tangible or intangible, movable or immovable, is located in another EU Member State, in which case the rights in rem of creditors thereon would not be affected by the insolvency proceedings, in accordance with the terms of Article 5 of the EU Insolvency Regulation.

Please note that the 2014 Order provides that all interest resulting from loan contracts having duration of one year or more, or contracts having a deferred payment of one year or more, can no longer be capitalised as of the opening judgment.

162 In the current Accelerated Financial Safeguard proceedings as amended by the 2014 Order, the above rules only apply to the creditors which are subject to the Accelerated Financial Safeguard (i.e., credit institutions and bondholders) and the debts owed to any other creditors should be paid in the ordinary course.

As a general rule, creditors domiciled in France whose claims arose prior to the commencement of proceedings must file their claims with the mandataire judiciaire within two months of the publication of the court decision in the Bulletin Officiel des annonces civiles et commerciales; this period is extended to four months for creditors domiciled outside France. Creditors who have not submitted their claims during the relevant period are, except with respect to very limited exceptions, barred from receiving distributions made in connection with the plans sanctioned by the court. Employees are not subject to limitations and are preferential creditors under French law. In the current Accelerated Financial Safeguard proceedings, as well as in the Accelerated Financial Safeguard as amended by the 2014 Order, the debts held by financial creditors that took part in the conciliation negotiation are listed by the debtor and certified by its statutory auditor (or, in its absence, its accountant). Although such creditors can file proofs of claim pursuant to the regular process, they may also avail themselves of this simplified alternative and merely adjust the amounts of their claims as set forth on the list prepared by the debtor (within the two or four months’ time limit). Those financial creditors who did not take part in the conciliation proceeding (but who would be party to the financial institutions’ committee or the bondholders’ general assembly) would have to file their proofs of claim within the afore-mentioned legal time limit. Those provisions also apply to Accelerated Safeguard set up by the 2014 Order: the debts held by creditors that took part in the conciliation negotiation are listed by the debtor and certified by its statutory auditor (or, in its absence, its accountant). These creditors can either file proofs of claim pursuant to the regular process or merely adjust the amounts of their claims as set forth on the aforementioned list. The creditors who did not take part in the conciliation proceeding would have to file their proofs of claim within the aforementioned legal time limit.

If the court adopts a safeguard plan or reorganisation plan, claims of creditors included in the plan will be paid according to the terms of the plan. The court can also set a time period during which the assets that it deems to be essential to the continued business of the debtor may not be sold without its consent. In case of judicial reorganisation or liquidation with a temporary continuation of the business, if the court adopts a plan for the sale of the business (plan de cession), the proceeds of the sale will be allocated for the repayment of the creditors according to the ranking of the claims. If the court decides to order the judicial liquidation of the debtor, the court will appoint a liquidator in charge of selling the assets of the company and settling the relevant debts in accordance with their ranking.

French insolvency law assigns priority to the payment of certain preferred creditors, including employees, officials appointed by the insolvency court, creditors who, during conciliation proceedings which resulted in an approved conciliation agreement or as part of an approved conciliation agreement, have provided new money or goods or services, post-petition creditors, certain secured creditors essentially in the event of liquidation proceedings and the French State (taxes and social charges). That being said, please note that the opening of collective insolvency proceedings may trigger further consequences pursuant to the 2014 Order: (a) the opening judgment renders due and payable all unpaid capital of the debtor and the creditors’ representative (mandataire judiciaire) may demand that a shareholder pay its portion of the unpaid capital; and (b) if the court gives a mandate to the administrator to convene any shareholder meeting to adopt any modifications required by the safeguard plan, the court can order that upon the first convening, the decisions will be adopted by a majority of the shareholders present or represented at the meeting as long as such shareholders own at least half of the shares with voting rights.

New Article L.631-9-1 of the French Commercial Code (as amended by the 2014 Order) provides that, if the debtor’s net equity is not restored as per Article L.626-3, the administrator can petition the court to appoint an agent in charge of convening the shareholder meeting and to vote, on behalf of the dissenting shareholders, on the recapitalisation, up to the statutory minimum level, when the draft plan provides for a share capital increase to be subscribed by committed investors.

New Article L.631-19-2 of the French Commercial Code (created by the 2015 Law) provides that in case of reorganization proceedings and in order to implement a reorganization plan, the Court can force a share capital increase or a sale of the shares owned by shareholders if the following cumulative requirements are met: (a) approval by the creditors’ committees and if necessary the bondholders’ general meeting of the reorganization plan providing the share capital modification; (b) blocking of the share capital modification by one or more shareholders;

163 (c) the cessation of the business of a company of at least 150 employees, or deemed as a dominating company of one or more companies which employs at least 150 employees (in compliance with article L.2231-1 of the French Labor Code), is likely to cause serious disturbance to the national, regional economy and employment area (bassin de l’emploi); (d) express request from the administrator or the public prosecutor; (e) the share capital modification must be the only serious solution to prevent this disturbance, it being specified that the court in considering this requirement will have priorly considered any opportunity of total or partial sale of the business of the company; and (f) expiration of a three (3)-month period from the opening of the reorganization proceedings.

Provided these requirements are met, the Court can, more specifically, depending on the request made by the administrator or the public prosecutor: (a) appoint a representative (mandataire) whose remit will be to convene the relevant general meeting and to vote the share capital increase in lieu of the shareholders which refused the share capital modification in the amount provided in the reorganization plan. This share capital increase must be completed within 30 days from the deliberation. The share capital increase can be paid for by third parties/creditors by setting-off their claims against the debtor (provided these claims are admitted in the reorganization proceedings and within the limits of any write-off they are subject to in the reorganization plan); or (b) force the sale of all or part of the shares owned by the shareholder which refused the share capital modification and that holds directly or indirectly a fraction of the share capital granting a majority of the voting rights or a blocking minority to the benefit of third-parties/creditors that undertook to implement the reorganization plan. In case of disagreement on the sale price, the latter will be set by a judicial expert.

The “Suspect Period” in Judicial Reorganisation and Liquidation Proceedings

The court determines the date on which insolvency is deemed to have occurred. It can be any date within the 18 months preceding the date of the opening of the proceedings. This marks the beginning of the “suspect period” (période suspecte). Certain transactions entered into by the debtor during the suspect period are automatically void or voidable by the court. Automatically void transactions include transactions or payments entered into during the suspect period that may constitute voluntary preferences for the benefit of some creditors to the detriment of other creditors. These include transfers of assets for no nominal consideration, contracts under which the reciprocal obligations of the debtor significantly exceed those of the other party, payments of debts not due at the time of payment, payments made in a manner which is not commonly used in the ordinary course of business and security granted for debts (including a security granted to secure a guarantee obligation) previously incurred and provisional measures, unless the right of attachment or seizure predates the date of insolvency (cessation des paiements). Transactions voidable by the court include payments made on accrued debts, transactions for consideration and notices of attachments made to third parties (avis à tiers détenteur), seizures (saisie attribution) and oppositions made during the suspect period, if the court determines that the creditor knew of the insolvency (cessation des paiements) of the debtor. Transactions relating to the transfer of assets for no consideration are also voidable when entered into during the six-month period prior to the beginning of the suspect period. See “Fraudulent Conveyance”.

Protective Measures Under Safeguard, Judicial Reorganisation and Liquidation Proceedings

Protective measures may be requested: (a) by the court-appointed administrator, the mandataire judiciaire, or the public prosecutor of the company against which a safeguard, reorganisation and judicial liquidation proceedings is opened or by the court under its own motion over the assets of a company being subject to an action for commingling of assets (action en extension pour confusion de patrimoines); and (b) by the court-appointed administrator, the mandataire judiciaire over the assets of a de jure or de facto manager of a company against which a court-ordered reorganisation is opened and against which an action for liability is brought on the grounds of a fault having led the company to its insolvency (cessation des paiements).

As such, these protective measures aim at precluding third parties from seizing the assets of the company against which an action for commingling of assets is brought or the assets of the manager against which an action for liability is brought.

164 Creditors’ Liability Pursuant to Article L.650-1 of the French Commercial Code, where safeguard, judicial reorganisation or judicial proceedings have been commenced, creditors may be held liable for the losses suffered as a result of facilities granted to the debtor only if the granting of such facilities was wrongful and in the case of (i) fraud; (ii) interference with the management of the debtor; or (iii) if the security or guarantees taken to support the facilities are disproportionate to such facilities. In addition, any security or guarantees taken to support facilities in respect of which a creditor is found liable on any of these grounds can be cancelled or reduced by the court.

Fraudulent Conveyance French law contains specific provisions dealing with fraudulent conveyance both in and outside of insolvency proceedings, the so-called action paulienne provisions. The action paulienne offers creditors protection against a decrease in their means of recovery. A legal act performed by a person (including, without limitation, an agreement pursuant to which it guarantees the performance of the obligations of a third party or agrees to provide or provides security for any of its or a third party’s obligations, enters into additional agreements benefiting from existing security and any other legal act having similar effect) can be challenged in or outside insolvency proceedings of the relevant person by the creditors’ representative (mandataire judiciaire), the commissioner of the safeguard or recovery plan (commissaire à l’exécution du plan) in insolvency proceedings of the relevant person or any creditor who was prejudiced in its means of recovery as a consequence of the act in or outside insolvency proceedings, and may be declared unenforceable against third parties if: (i) the person performed such acts without an obligation to do so; (ii) the creditor concerned or, in the case of the person’s insolvency proceedings, any creditor, was prejudiced in its means of recovery as a consequence of the act; and (iii) at the time the act was performed both the person and the counterparty to the transaction knew or should have known that one or more of its creditors (existing or future) would be prejudiced in their means of recovery, unless the act was entered into for no consideration (à titre gratuit), in which case such knowledge of the counterparty is not necessary for a successful challenge on grounds of fraudulent conveyance. If a court found that the issuance of the Notes or the granting of a guarantee involved a fraudulent conveyance that did not qualify for any defense under applicable law, then the issuance of the Notes or the granting of such guarantee could be declared unenforceable against third parties or declared unenforceable against the creditor that lodged the claim in relation to the relevant act. As a result of such successful challenges, holders of the Notes may not enjoy the benefit of the Notes, and the value of any consideration that holders of the Notes received with respect to the Notes could also be subject to recovery from the holders of the Notes and, possibly, from subsequent transferees. In addition, under such circumstances, holders of the Notes might be held liable for any damages incurred by prejudiced creditors of the Issuer as a result of the fraudulent conveyance.

165 LISTING AND GENERAL INFORMATION

Listing Application has been made to the Irish Stock Exchange for the approval of this document as listing particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to listing on the Official List and to be admitted to trading on the Global Exchange Market in accordance with the rules of that exchange.

For so long as the Notes are listed on the Global Exchange Market and the rules of the Irish Stock Exchange require, copies of the following documents may be inspected and will be available in physical form at the specified office of the Trustee in London during normal business hours on any weekday: • our organisational documents; • our audited consolidated financial statement as at and for the years ended 31 December 2015 and 31 December 2014; • the Trust Deed; and • the Agency Agreement.

The current paying and transfer agent is Citibank, N.A., London Branch. We reserve the right to vary such appointment and we will publish notice of such change of appointment.

Clearing Information The Notes have been accepted for clearance through Euroclear and Clearstream. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B 1210 Brussels, Belgium; and the address of Clearstream is Clearstream Banking, 42 Avenue JF Kennedy, L 1855 Luxembourg.

The Notes have been accepted for clearance through the facilities of Clearstream and Euroclear under common code 138427820. The international securities information number (ISIN) for the Notes is code XS1384278203.

Legal Information Our financial year runs from 1 January to 31 December. We are required by our primary regulator, the Autorité des marchés financiers, to publish financial results twice a year, on an annual and semi-annual basis.

The creation and issuance of the Notes was authorised by resolutions of our Board of Directors on 10 February 2016.

For a description of our material indebtedness as at 31 December 2015, see the section entitled “Description of Other Indebtedness” in this Offering Circular.

Main Subsidiaries The Issuer is the parent company of our Group, which, at 31 December 2015, included 173 fully consolidated subsidiaries and 25 entities consolidated under the equity method. None of our subsidiaries accounts for more than 10% of our total consolidated EBITDA or sales, but one of our subsidiaries accounts for more than 10% of assets. Our consolidated subsidiaries for each respective year are set out in the notes to our audited consolidated financial statements for the years ended 31 December 2015, 2014 and 2013.

Significant Change Except as disclosed in this Offering Circular, there has been no significant change in our financial or trading position since 31 December 2015, and there has been no material adverse change in our prospects since 31 December 2015.

Litigation Except as disclosed in this Offering Circular, we are not involved in and have no knowledge of any threatened litigation, administrative proceedings or arbitration which would have a material adverse impact on our results of operation or financial condition or on the issue and offering of the Notes.

166 Material Contracts Except as disclosed in this Offering Circular, there are, at the date of this Offering Circular, no material contracts entered into other than in the ordinary course of our business, which could result in us being under an obligation or entitlement that is material to our ability to meet our obligations to Noteholders in respect of the Notes being issued.

We are managed independently and transactions with our majority shareholder, the PSA Peugeot Citroën group are conducted at arm’s length terms. These transactions (including transactions with companies accounted for by the equity method by the PSA Peugeot Citroën group) are recognised as follows in our audited consolidated financial statements:

For the year ended 31 December 2014 (in € millions) 2013 2014 restated(*) 2015 Sales ...... 2,263.4 2,219.3 1,976.1 2,178.8 Purchases of products, services and materials ...... 16.3 14.8 14.8 17.4 Receivables(**) ...... 426.3 430.4 430.4 438.8 Trade payables ...... 17.9 23.6 23.6 24.5

Conflicts of Interest Except as disclosed in this Offering Circular, there are, at the date of this Offering Circular, no conflicts of interest which are material to the issue of the Notes between the duties of the members of our Board of Directors and their private interests and/or their other duties. For information on our relationships with our majority shareholder, see note 33 to our audited consolidated financial statements for the year ended 31 December 2015.

Persons Having an Interest Material in the Offering Save as disclosed in “Subscription and Sale of the Notes”, to our knowledge, no person involved in the offering of the Notes has an interest material in the offering.

Responsibility We accept responsibility for the information contained in this Offering Circular. We declare that, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Circular is, to the best of our knowledge, in accordance with the facts and contains no omissions likely to affect its import.

Expenses in Relation to Admission to Trading The estimated amount of total expenses related to the admission of the Notes to the Official List and to trading on the Global Exchange Market is approximately €4,540.

Irish Listing Agent Walkers Listing and Support Services Ltd is acting solely in its capacity as listing agent for the Issuer in connection with the Notes and is not itself seeking admission of the Notes to trading on the Global Exchange Market of the Irish Stock Exchange.

167 THE ISSUER

We are a public company with limited liability (société anonyme à conseil d’administration) incorporated under the laws of the Republic of France, and we have, as of 6 January 2016, share capital of €965,180,307 represented by 137,882,901 fully paid up shares with a par value of €7 each. We were incorporated on 1 July 1929 for a term of 99 years expiring on 31 December 2027, except if the term is extended or if we are subject to early dissolution. Our ordinary shares are listed for trading on Euronext Paris.

Our registered office is 2, rue Hennape, 92000 Nanterre, France, and we are registered with the Registre du commerce et des sociétés of Nanterre under number 542 005 376. Our telephone number is +33 (0)1 72 36 70 00.

Our corporate purpose is to engage in the following business activities, directly or indirectly, in France and abroad to: • create, acquire, run, directly or indirectly manage, by acquisition of holdings, by rental or by any other means, in France and internationally, all forms of industrial companies, trading companies, and tertiary sector companies; • research, obtain, acquire and use patents, licenses, processes and trademarks; • rent all types of real estate, bare or constructed; • provide administrative, financial and technical assistance to affiliated companies; • run plants and establishments which we own or may acquire in the future; • manufacture, use and/or sell, regardless of form, our own products or those of affiliated companies; • manufacture and commercialise, by direct or indirect means, all products, accessories or equipment, regardless of their nature, intended for industrial use, and in particular the automotive industry; and • to directly or indirectly participate in all financial, industrial or commercial operations that may relate, directly or indirectly, to any one of the abovementioned purposes, including but not limited to setting up new companies, making asset contributions, subscribing to or purchasing shares or voting rights, acquiring an interest or holding, mergers, or in any other way, and more generally, to conduct any industrial, commercial and financial operations, and operations relating to fixed or unfixed assets, that may relate, directly or indirectly, to any one of the above-mentioned purposes, totally or partially, or to any similar or related purposes, and even to other purposes of a nature to promote our business.

168 LEGAL MATTERS

Certain legal matters in connection with the offering of the Notes will be passed upon for us by Dentons Europe AARPI, as to matters of French law, and by Dentons UKMEA LLP, as to matters of English law. Certain legal matters in connection with the offering of the Notes will be passed upon for the Initial Purchasers by Kirkland & Ellis International LLP, as to matters of English law, and Darrois Villey Maillot Brochier AARPI, as to matters of French law.

169 STATUTORY AUDITORS

Our statutory auditors are PricewaterhouseCoopers Audit and Ernst & Young Audit. The address of PricewaterhouseCoopers Audit is 63, rue de Villiers, 92208, Neuilly-sur-Seine, France. The address of Ernst & Young Audit is Tour First, 1, Place des Saisons, TSA 14444, 92037 Paris La Défense Cedex, France. Both entities are members of the Compagnie régionale des Commissaires aux Comptes de Versailles and are regulated by the Haut Conseil du Commissariat aux Comptes and duly authorised as Commissaires aux Comptes. PricewaterhouseCoopers Audit and Ernst & Young Audit have audited in accordance with professional standards applicable in France and rendered unqualified audit reports on the audited consolidated financial statements of the Issuer for each of the years ended 31 December 2013, 2014 and 2015.

170

PricewaterhouseCoopers Audit ERNST & YOUNG Audit 63, rue de Villiers 1-2, place des Saisons 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie – Paris-La Défense 1 S.A.S. à capital variable

Statutory Auditors’ report on the consolidated financial statements

Year ended December 31, 2015

The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant 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 balances, transactions or disclosures.

This report also includes information relating to the specific verification of information given in the Group’s management report.

This report should be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France.

Faurecia 2, rue Hennape 92000 Nanterre

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2015, on:

- the audit of the accompanying consolidated financial statements of Faurecia;

- the justification of our assessments;

- 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.

F-2 Faurecia Statutory Auditors’ report on the consolidated financial statements Year ended December 31, 2015 - Page 2

I - Opinion on the consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group at December 31, 2015 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

II - Justification of our assessments

In accordance with the requirements of Article L. 823-9 of the French commercial code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters:

- Note 1-B.2 to the consolidated financial statements describes the criteria applied to classify and recognize discontinued operations in accordance with IFRS 5. Our work consisted in verifying the correct application of this accounting principle and ensuring that the appropriate information is provided in note 1-B.2 and note 31 to the consolidated financial statements, "Net assets held for sale and discontinued activities".

- Your group performs impairment tests on goodwill at each reporting date and also assesses whether fixed assets show any indication of impairment, based on the methods described in notes 10 and 12 to the consolidated financial statements. We have reviewed the methods used to carry out these impairment tests as well as the corresponding assumptions applied by your group.

- Note 8 to the consolidated financial statements concerning deferred taxes specifies that deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which they can be utilized. Our work consisted in verifying that this method has been correctly applied and in reviewing the assumptions supporting the probability of recovery of these deferred income tax assets.

- As part of our assessment of the accounting principles used by your group, we verified the methods used to capitalize and amortize development costs. We also verified the recoverable amount of these assets and the appropriateness of the disclosures provided in note 11 to the consolidated financial statements.

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.

F-3 2 Faurecia Statutory Auditors’ report on the consolidated financial statements Year ended December 31, 2015 - Page 3

III - Specific verification

As required by law and in accordance with professional standards applicable in France, we have also verified the information presented in the Group’s management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Neuilly-sur-Seine and Paris-La Défense, February 17, 2016

The Statutory Auditors French original signed by

PricewaterhouseCoopers Audit ERNST & YOUNG Audit

Eric Bertier Denis Thibon

F-4 3 2 Consolidated financial statements

CONTENTS

2.1. Consolidated statement 2.4. Consolidated statement of comprehensive income 16 of changes in equity 21

2.2. Consolidated balance sheet 18 2.5. notes to the consolidated financial statements 22 2.3. Consolidated cash flow statement 20

F-5 Faurecia ANNUAL RESULTS 2015 15 Consolidated financial statements 2 Consolidated statement of comprehensive income

2.1. Consolidated statement of comprehensive income

(in € millions) Notes 2015 2014 restated* Sales 4 18,770.4 16,876.6 Cost of sales 5 (17,024.8) (15,486.9) Research and development costs 5 (278.4) (214.4) Selling and administrative expenses 5 (637.2) (579.9) Operating income (loss) 830.0 595.4 Other non operating income 6 10.9 5.1 Other non operating expense 6 (76.2) (84.9) Income from loans, cash investments and marketable securities 12.1 7.9 Finance costs (173.6) (186.6) Other financial income and expense 7 (45.2) (60.0) Income (loss) before tax of fully consolidated companies 558.0 276.9 Taxes 8 (185.7) (94.8) of which deferred taxes 8 (20.3) 38.9 Net income (loss) of fully consolidated companies 372.3 182.1 Share of net income of associates 13 12.8 4.4 Net income of continued operations 385.1 186.5 Net income of discontinued operations 1B/31 60.8 43.1 Consolidated net income (loss) 445.9 229.6 Attributable to owners of the parent 371.8 166.4 Attributable to minority interests 23 74.1 63.2

Basic earnings (loss) per share (in €) 9 2.98 1.35

Diluted earnings (loss) per share (in €) 9 2.97 1.35

Basic earnings (loss) of continued operations per share (in €) 9 2.49 1.00

Diluted earnings (loss) of continued operations per share (in €) 9 2.48 1.00

Basic earnings (loss) of discontinued operations per share (in €) 9 0.49 0.35

Diluted earnings (loss) of discontinued operations per share (in €) 9 0.49 0.35

* See Note 1.B.

16 Faurecia ANNUAL RESULTS 2015 F-6 Consolidated financial statements Consolidated statement of comprehensive income 2

Other comprehensive income

(in € millions) 2015 2014 restated* Consolidated net income (loss) 445.9 229.6 Amounts to be potentially reclassified to profit or loss 47.7 123.8 Gains (losses) arising on fair value adjustments to cash flow hedges 0.7 (5.3) of which recognized in equity (0.2) (1.5) of which transferred to net income (loss) for the period 0.9 (3.8) Exchange differences on translation of foreign operations 47.0 129.1 Amounts not to be reclassified to profit or loss 28.4 (53.5) Actuarial gain/(loss) on post-employment benefit obligations 28.4 (53.5) Other comprehensive income of discontinued activities 9.8 (0.7) Total comprehensive income (expense) for the period 531.8 299.2 Attributable to owners of the parent 456.9 221.8 Attributable to minority interests 74.9 77.4

* See Note 1.B.

F-7 Faurecia ANNUAL RESULTS 2015 17 Consolidated financial statements 2 Consolidated balance sheet

2.2. Consolidated balance sheet

Assets

Dec. 31, 2014 (in € millions) Notes Dec. 31, 2015 restated* Goodwill 10 1,209.8 1,317.3 Intangible assets 11 935.0 850.5 Property, plant and equipment 12 2,247.3 2,229.7 Investments in associates 13 111.5 94.7 Other equity interests 14 15.6 14.6 Other non-current financial assets 15 69.4 62.7 Other non-current assets 16 36.5 26.6 Deferred tax assets 8 215.6 220.7 Total non-current assets 4,840.7 4,816.8 Inventories, net 17 1,105.2 1076.6 Trade accounts receivables 18 1,696.9 1,677.0 Other operating receivables 19 253.9 275.9 Other receivables 20 316.5 229.3 Other current financial assets 30 6.8 7.9 Cash and cash equivalents 21 932.5 1016.9 Total current assets 4,311.8 4,283.6 Assets held for sale 1B/31 613.4 0.0

Total assets 9,765.9 9,100.4

* See Note 1.B.

18 Faurecia ANNUAL RESULTS 2015 F-8 Consolidated financial statements Consolidated balance sheet 2

Liabilities

Dec. 31, 2014 (in € millions) Notes Dec. 31, 2015 restated* Equity Capital 22 960.4 867.5 Additional paid-in capital 621.9 430.9 Treasury stock (1.3) (1.7) Retained earnings 241.4 114.9 Translation adjustments 203.4 145.0 Net income (loss) for the period attributable to owners of the parent 371.8 166.4 Equity attributable to owners of the parents 2,397.6 1,723.0 Minority interests 23 211.9 159.9 Total shareholders’ equity 2,609.5 1,882.9 Long-term provisions 24 344.1 369.4 Non-current financial liabilities 26 966.2 1,029.0 Other non-current liabilities 1.6 1.5 Deferred tax liabilities 8 11.1 9.6 Total non-current liabilities 1,323.0 1,409.5 Short-term provisions 24 188.4 220.2 Current financial liabilities 26 918.9 1,383.4 Prepayments from customers 125.9 98.4 Trade payables 3,449.7 3,311.5 Accrued taxes and payroll costs 27 539.0 579.6 Sundry payables 28 235.7 214.9 Total current liabilities 5,457.6 5,808.0 Liabilities linked to assets held for sale 1B/31 375.8 0.0

Total liabilities 9,765.9 9,100.4

* See Note 1.B.

F-9 Faurecia ANNUAL RESULTS 2015 19 Consolidated financial statements 2 Consolidated cash flow statement

2.3. Consolidated cash flow statement

Full Year 2014 (in € millions) Notes Full Year 2015 restated* I- Operating activities Operating Income (Loss) 830.0 595.4 Depreciations and amortizations of assets 611.8 505.7 EBITDA 1,441.8 1,101.1 Operating short -term and long term provisions 31.8 21.4 Capital (gains) losses on disposals of operating assets 5.6 3.2 Paid restructuring (77.0) (90.2) Paid finance costs net of income (208.0) (175.6) Other income and expenses paid (28.5) (74.3) Paid taxes (219.1) (127.9) Dividends from associates 16.1 26.1 Change in working capital requirement 153.0 208.9 Change in inventories (112.3) 20.3 Change in trade accounts receivables (74.3) 85.1 Change in trade payables 263.7 152.2 Change in other operating receivables and payables 73.9 (36.9) Change in other receivables and payables (excl. Tax) 2.0 (11.8) Operating cash flows from discontinued activities 31 133.5 144.6 Cash flows provided by operating activities 1,249.2 1,037.4 II- Investing activities Additionals to property, plant and equipment 12 (620.8) (474.7) Additionals intangible assets 11 (1.9) (1.3) Capitalized development costs 11 (308.9) (314.1) Acquisitions/Sales of investments and business (net of cash and cash equivalents) (30.9) (33.3) Proceeds from disposal of property, plant and equipment 15.3 12.4 Proceed from disposal of financial assets 0.0 0.0 Change in investment-related receivables and payables 36.8 9.0 Other changes (27.3) (12.5) Investing cash flows from discontinued activities 31 (65.0) (55.5) Cash flows provided by investing activities (1,002.7) (870.0) Cash provided (used) by operating and investing activities (I)+(II) 246.5 167.4 III- Financing activities Issuance of shares by Faurecia and fully-consolidated companies 29.1 5.4 (net of costs) Option component of convertible bonds 0.0 0.0 Dividends paid to owners of the parent company (12.8) (7.2) Dividends paid to minority interests in consolidated subsidiaries (64.5) (49.8) Other financial assets and liabilities 0.0 0.0 Issuance of debt securities and increase in other financial liabilities** 933.1 322.0 Repayment of debt and other financial liabilities (1,195.0) (135.8) Financing cash flows from discontinued activities 31 (38.2) (28.4) Net cash provided by (used in) financing activities (348.3) 106.2 IV- Other changes in cash and cash equivalents Impact of exchange rate changes on cash and cash equivalents 20.7 41.5 Net flows from discontinued operations (3.3) 0.0 Net increase (decrease) in cash and cash equivalents (84.4) 315.1 Cash and cash equivalents at the beginning of year 1,016.9 701.8 Cash and cash equivalents at end of year 932.5 1,016.9 * See note 1B ** Mainly new bonds amounting to €700 million (see note 26.3) and new borrowings in France (€138.6 million) and in Brazil (€46.4 million).

20 Faurecia ANNUAL RESULTS 2015 F-10 Consolidated financial statements Consolidated statement of changes in equity 2

2.4. Consolidated statement of changes in equity

Valuation adjustments Retained Actuarial earnings gain/(loss) Equity Additio- and net on post attributable nal Trea- income Translation Cash employment to owners Number Capital paid-in sury (loss) for adjust- flow benefit of the Minority (in € millions) of shares (3) stock capital Stock the period ments hedges obligations parent interests Total Shareholders’ equity as of Dec. 31, 2013 before appropriation of net income (loss) restated* 122,588,135 858.1 410.4 (1.4) 264.5 28.7 (1.1) (51.7) 1,507.5 140.5 1,648.0 Net income (loss) restated* 166.4 166.4 63.2 229.6 Other comprehensive income 116.2 (5.3) (55.5) 55.4 14.2 69.6 Total income (expense) recognized in equity restated* 166.4 116.2 (5.3) (55.5) 221.8 77.4 299.2 Capital increase (1) 1,337,075 9.4 20.5 29.9 1.8 31.7 2013 dividends (36.8) (36.8) (47.4) (84.2) Measurement of stock options 0.1 0.1 0.1 Purchases and sales of treasury stock (0.3) 6.0 5.7 5.7 Option component of convertible bonds 0.0 0.0 Changes in scope of consolidation (5.3) 0.1 (5.2) (12.4) (17.6) Shareholders’ equity as of Dec. 31, 2014 before appropriation of net income (loss) restated* 123,925,210 867.5 430.9 (1.7) 394.9 145.0 (6.4) (107.2) 1,723.0 159.9 1,882.9 Net income (loss) 371.8 371.8 74.1 445.9 Other comprehensive income 56.7 0.7 27.7 85.1 0.8 85.9 Total income (expense) recognized in equity 371.8 56.7 0.7 27.7 456.9 74.9 531.8 Capital increase (2) 13,267,568 92.9 162.2 255.1 32.2 287.3 2014 dividends (43.4) (43.4) (55.8) (99.2) Measurement of stock options and shares grant 9.9 9.9 9.9 Purchases and sales of treasury stock 0.6 0.0 0.6 0.6 Option component of convertible bonds 0.0 0.0 Changes in scope of consolidation and other 28.8 (35.0) 1.7 (4.5) 0.7 (3.8) Shareholders’ equity as of Dec. 31, 2015 before appropriation of net income (loss) 137,192,778 960.4 621.9 (1.1) 698.2 203.4 (5.7) (79.5) 2,397.6 211.9 2,609.5 * See Note 1.B. (1) Of which 44,162 of treasury stock as of 12/31/2013, 36,266 as of 12/31/2014 and 21,888 as of 12/31/2015 (2) Capital increase arising mainly from the payment of dividends in shares for the equity attributable to owners of the parent. (3) For the equity attributable to owners of the parent, dividends paid in cash for €12.8 million and in shares for €30.6 million.

F-11 Faurecia ANNUAL RESULTS 2015 21 Consolidated financial statements 2 Notes to the consolidated financial statements

2.5. notes to the consolidated financial statements

contents

Note 1 Summary of significant accounting policies 23 Note 20 Other receivables 50 Note 2 Changes in scope of consolidation 30 Note 21 Cash and cash equivalents 51 Note 3 Events after the balance sheet date 30 Note 22 Shareholders’ equity 51 Note 4 Information by operating segment 30 Note 23 Minority interests 53 Note 5 Analysis of operating expenses 35 Note 24 Long and short term provisions 54 Note 6 Other non operating income and expense 37 Note 25 Provisions for pensions and other post employment benefits 56 Note 7 Other financial income and expense 38 Note 26 Net debt 61 Note 8 Corporate income tax 38 Note 27 Accrued taxes and payroll costs 66 Note 9 Earnings per share 40 Note 28 Sundry payables 66 Note 10 Goodwill 41 Note 29 Financial instruments 67 Note 11 IntangibLe assets 43 Note 30 Hedging of currency and interest rate risks 70 Note 12 Property, plant and equipment 44 Note 31 Net assets held for sale and Note 13 Investments in associates 46 discontinued activities 74 Note 14 Other equity interests 48 Note 32 Commitments given and contingent liabilities 77 Note 15 Other non current financial assets 48 Note 33 Related party transactions 78 Note 16 Other non current assets 48 Note 34 Fees paid to the Statutory Auditors 79 Note 17 Inventories and work in progress 49 Note 35 Information on the consolidating company 79 Note 18 Trade accounts receivables 49 Note 36 Dividends 79 Note 19 Other operating receivables 50

Faurecia S.A. and its subsidiaries (“Faurecia”) form one of the world’s leading automotive equipment suppliers in four vehicle businesses: Automotive Seating, Emissions Control Technologies, Interior Systems and Automotive Exteriors. Faurecia’s registered office is located in Nanterre, in the Hauts-de-Seine region of France. The Company is listed on the Eurolist market of Euronext Paris. The consolidated financial statements were approved by Faurecia’s Board of Directors on February 10, 2016. The accounts were prepared on a going concern basis.

22 Faurecia ANNUAL RESULTS 2015 F-12 Consolidated financial statements Notes to the consolidated financial statements 2

Note 1 Summary of significant accounting policies

The consolidated financial statements of the Faurecia group have been prepared in accordance with International Financial Reporting Standards (IFRS) published by the IASB, as adopted by the European Union and available on the European Commission website: http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations. The standards used to prepare the 2015 consolidated financial statements and comparative data for 2014 are those published in the Official Journal of the European Union (OJEU) as of December 31, 2015, whose application was mandatory at that date. The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented. Since January 1, 2015 Faurecia has applied the standards IFRS 3, IFRS 13, IAS40 and the annual IFRS improvements (2011-2013) which have had no material impact on the consolidated financial statements, and IFRIC 21 interpretation which impacts the consolidated financial statements as described in note 1B. However, Faurecia has not applied by anticipation the new standards, amendments or interpretations which application is due for yearly statements opened from January 1st 2016, adopted or not by the European Union. The impact analysis of these standards and amendments is in progress. The accounting principles applied are given in each notes hereafter. The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions when measuring certain assets, liabilities, income, expenses and obligations. These estimates and assumptions are primarily used when calculating the impairment of property, plant and equipment, intangible assets and goodwill, as well as for measuring pension and other employee benefit obligations. They are based on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. The results of the sensitivity tests carried out on the carrying amounts of goodwill and provisions for pensions and other employee benefits are provided in Notes 10 and 25, respectively. In addition, Note 11 “Intangible Assets” describes the main assumptions used for measuring intangible assets.

1.A Consolidation principles

Companies over which the Group exercises significant influence and which are at least 20%-owned are consolidated where one or more of the following criteria are met: annual sales of more than €20 million, total assets more than €20 million, and/or debt more than €5 million. Non-consolidated companies are not material, either individually or in the aggregate. Subsidiaries controlled by the Group are fully consolidated. Control is presumed to exist when the Group holds more than 50% of a company’s voting rights, and may also arise as a result of shareholders’ agreements. Subsidiaries are fully consolidated as of the date on which control is transferred to the Group. They are no longer consolidated as of the date that control ceases. Companies over which the Group exercises significant influence but not control -generally through a shareholding representing between 20% and 50% of the voting rights – are accounted for by the equity method. The Faurecia group’s financial statements are presented in euros. The functional currency of foreign subsidiaries is generally their local currency. The assets and liabilities of these companies are translated into euros at the year-end exchange rate and income statement items are translated at the average exchange rate for the year. The resulting currency translation adjustments are recorded in equity. Certain companies located outside the euro- or the US dollar zone and which carry out the majority of their transactions in euros or US dollars may, however, use euros or US dollars as their functional currency. All material inter-company transactions are eliminated in consolidation, including inter-company gains. The accounting policies of subsidiaries and companies accounted for by the equity method are not significantly different from those applied by the Group.

F-13 Faurecia ANNUAL RESULTS 2015 23 Consolidated financial statements 2 Notes to the consolidated financial statements

1.B recent events and modifications to the previously published consolidated financial statements

1.B.1 - Recent events

2019 bonds On May 3, 2012 Faurecia issued €250 million worth of bonds, due June 15, 2019. As Faurecia announced it at the end of 2014, these obligations have been reimbursed by anticipation on April 17, 2015, after the issuance of the new 2022 bonds. (See Note 26.3).

2022 bonds Faurecia issued on March 17, 2015 worth of bonds for €500 million, due June 2022, at par value. An additional issuance of €200 million worth of bonds has been done on April 9, 2015, with the same due date and the same interest, at 100.25% of the nominal value. (See Note 26.3).

OCEANE 2018 On December 7, 2015, Faurecia announced its intention to reimburse at par value on January 15, 2016 the 2018 OCEANE bonds convertible, issued in September 2012 for €250 million, due January 2018. Following the announcement of such operation, 94.5% of the OCEANE bonds have been converted as of December 31, 2015, and the nominal of remaining bonds in life at this date amounted €13.7 million. As of January 15, 2016, almost the entire amount has been converted and the residual nominal of €0.2 million has been reimbursed.

Discontinued operations On December 14, 2015, Faurecia has signed a Memorandum of Understanding (MoU) for the sale of its Automotive Exteriors business worldwide to Compagnie Plastic Omnium. The business that would be sold, which is comprised of bumpers and front end modules, had sales of € 1,952 million in 2014 and employs 7,700 people in 22 sites. The composite business, the plant supplying several components to Smart in Hambach (France) and two joint ventures in Brazil and China are not included in the deal. On the contrary, some assets of the Interior Systems segment located in the plant in Marles les Mines (France) are part of the sale project (See note 1-B.2). Prior to the signature of a definitive agreement, this project is subject to information and consultation procedures with the relevant employee representative bodies. It is also submitted to the relevant antitrust authorities. The transaction is expected to close during 2016. However, at the MoU signature date, the sale has been considered as higher than probable. Since this date, the corresponding assets and liabilities have been treated as held for sale. (See note 1-B.2 and Note 31).

New specific pension scheme A specific pension scheme dedicated to the executive committee members who benefit from an employment contract with Faurecia S.A. or one of its subsidiaries, has been approved by the Board of Directors on February 11, 2015. This new scheme, defined benefit plan for French members and defined contribution plan for foreign members, starting on January 1, 2015, grants to each beneficiary, based on final salary, a level of annual rent determined according to the group operational result and the budget approved by the Board of Directors. This new scheme has led to a €2.4 million expense, corresponding to the actuarial engagement and a corresponding tax expense amounting €0.8 million.

1.B.2 - Modifications to the previously published consolidated financial statements

Implementation of IFRS 5 – Discontinued activities Following the signature with the Compagnie Plastic Omnium of a Memorandum of Understanding (MoU) for the sale of its Automotive Exteriors business worldwide, all the conditions were met from an IFRS point of view to qualify the activity as discontinued, mainly regarding the materiality of the business and the highly probable character of the sale. Since December 15, 2015, applying IFRS 5, the corresponding assets and liabilities have been isolated in dedicated lines as the net result of the corresponding discontinued activities. These assets have been presented separately on a line “assets held for sale” in the consolidated balance sheet and are valued at the lower of its carrying amount and fair value less costs to sell. The corresponding liabilities have been presented on a line “liabilities linked to assets held for sale” in the consolidated balance sheet.

24 Faurecia ANNUAL RESULTS 2015 F-14 Consolidated financial statements Notes to the consolidated financial statements 2

The net income and cash flows items of discontinued operations are presented separately in the statement of financial position for all prior periods presented in the financial statements. Assets and liabilities as held for sale are presented without any restatement from the prior year. As of December 31, 2015, these principles have been applied to the scope of the sale is:

Name of the legal entity Country of % Name of the BAU comprising the BAU incorporation ownership Method BAU which represent an entire legal entity AR07_1685 Malvinas Faurecia Exteriors Argentina Argentina 100% Full consolidation Changchun Huaxiang Faurecia CN38_1687 Changchun Automotive Plastic Components Co. Ltd China 50% Equity Method FR37_1281 Audincourt Bumpers Faurecia Bloc Avant France 100% Full consolidation FR37_1282 Audincourt Faurecia Bloc Avant France 100% Full consolidation FR37_1283 Audincourt Faurecia Bloc Avant France 100% Full consolidation FR37_1284 Audincourt Moteurs Faurecia Bloc Avant France 100% Full consolidation FR37_1285 Audincourt Moteurs Faurecia Bloc Avant France 100% Full consolidation FR37_1287 Audincourt Mngt Faurecia Bloc Avant France 100% Full consolidation FR37_1461 Audincourt Faurecia Bloc Avant France 100% Full consolidation FR37_1691 Audincourt Faurecia Bloc Avant France 100% Full consolidation FR37_1286 Burnhaup Faurecia Bloc Avant France 100% Full consolidation FR37_1288 Marines Faurecia Bloc Avant France 100% Full consolidation FR37_1289 Noeux Les Mines Faurecia Bloc Avant France 100% Full consolidation Faurecia Kunststoffe DE04_1084 Ingolstadt Automobilsysteme GmbH Germany 100% Full consolidation Faurecia Kunststoffe DE04_1085 Ingolstadt Automobilsysteme GmbH Germany 100% Full consolidation Faurecia Kunststoffe DE04_1086 Ingolstadt Automobilsysteme GmbH Germany 100% Full consolidation Faurecia Kunststoffe DE04_1089 Offenau Automobilsysteme GmbH Germany 100% Full consolidation DE28_1592 Weissenburg Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1526 Essen Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1528 Pappenheim Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1529 Reinsdorf Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1530 Sterbfritz Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1531 Weissenburg Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1532 Weissenburg Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1533 Weissenburg Faurecia Exteriors GmbH Germany 100% Full consolidation DE28_1955 Rappenau Faurecia Exteriors GmbH Germany 100% Full consolidation Faurecia Automotive Exteriors ES20_1562 Barcelone Espana, S.A. Spain 100% Full consolidation Faurecia Automotive Exteriors ES20_1563 Barcelone Espana, S.A. Spain 100% Full consolidation Faurecia Automotive Exteriors ES20_1564 Barcelone Espana, S.A. Spain 100% Full consolidation Faurecia Automotive Exteriors ES20_1566 Tudela Espana, S.A. Spain 100% Full consolidation

F-15 Faurecia ANNUAL RESULTS 2015 25 Consolidated financial statements 2 Notes to the consolidated financial statements

Faurecia Automotive Exteriors ES20_1567 Almussafes Espana, S.A. Spain 100% Full consolidation Faurecia Automotive Exteriors ES20_1568 Valladolid Espana, S.A. Spain 100% Full consolidation BAU which are part of a legal entity BE01_1756 Bruxelles Société Internationale de Participations - Belgium 100% Full consolidation BR01_1646 Sao Paolo Faurecia Automotive do Brasil Ltda Brazil 100% Full consolidation BR01_1647 Sao Bernardo Faurecia Automotive Do Brasil Ltda Brazil 100% Full consolidation BR01_1648 Sao Bernardo Faurecia Automotive Do Brasil Ltda Brazil 100% Full consolidation CN20_1676 Shanghai Faurecia (China) Holding Co. Ltd China 100% Full consolidation FR23_1451 Marles-les-Mines Faurecia Interieur Industrie France 100% Full consolidation FR23_1261 Marles-les-Mines Faurecia Interieur Industrie France 100% Full consolidation Faurecia Sistemas Interior Portugal. PT07_1365 Palmela Componentes Automoveis S.A. Portugal 100% Full consolidation RU03_1810 Chelny OOO Faurecia Automotive Development Russia 100% Full consolidation SK04_1382 Hlohovec Faurecia Slovakia s.r.o. Slovakia 100% Full consolidation United US17_1414 Auburn Hills Faurecia Interior Systems, Inc. States 100% Full consolidation United US17_1641 Belvidere Faurecia Interior Systems, Inc. States 100% Full consolidation United US17_1415 Sterling Heights Faurecia Interior Systems, Inc. States 100% Full consolidation

Implementation of IFRIC 21 interpretation Since January 1, 2015 Faurecia has applied the IFRIC 21 interpretation, « Levies ». As this application is retrospective the published consolidated financial statements as of December 31, 2014 have been restated consequently. The corresponding impacts are presented in the following tables; they were also indicated in the Note 1 of the consolidated financial statements as of December 31, 2014. The modifications done to the previous published consolidated financial statements, concern mainly France and more precisely the Contribution Sociale de Solidarité sur les sociétés (C3S) and the property tax. The C3S, previously recognized at the same rhythm as the sales recognition of year N, is now recognized as of January 1, N+1. The impact on the 2014 result was €0.7 million. Equity is consequently increased by €5.7 million as of January 2014. The IFRIC 21 restatement has no impact on cash flows.

26 Faurecia ANNUAL RESULTS 2015 F-16 Consolidated financial statements Notes to the consolidated financial statements 2

Restated consolidated statement of comprehensive income

Full-year 2014 published in IFRIC 21 Full-year 2014 (in € millions) February 2015 Impact IFRS 5 Impact restated Sales 18,828.9 - (1,952.3) 16,876.6 Cost of sales (17,271.8) 0.7 1,784.5 (15,486.6) Research and development costs (235.5) - 20.7 (214.8) Selling and administrative expenses (648.3) - 68.5 (579.8) Operating income (loss) 673.3 0.7 (78.6) 595.4 Other non operating income 5.1 - - 5.1 Other non operating expense (91.6) - 6.7 (84.9) Income from loans, cash investments and marketable securities 8.0 - (0.1) 7.9 Finance costs (191.1) - 4.5 (186.6) Other financial income and expense (60.5) - 0.5 (60.0) Income (loss) before tax of fully consolidated companies 343.2 0.7 (67.0) 276.9 Current taxes (161.2) - 27.5 (133.7) Deferred taxes 46.1 - (7.2) 38.9 Net income (loss) of fully consolidated companies 228.1 0.7 (46.7) 182.1 Share of net income of associates: 0.8 - 3.6 4.4 Net income of continued operations 228.9 0.7 (43.1) 186.5 Net income of discontinued operations - - 43.1 43.1 Consolidated net income (loss) 228.9 0.7 - 229.6 Attributable to owners of the parent 165.7 0.7 - 166.4 Attributable to minority interests 63.2 - - 63.2

Basic earnings (loss) per share (in €) 1.34 1.35

Diluted earnings (loss) per share (in €) 1.34 1.35 Basic earnings (loss) of continued operations per share (in €) 1.34 1.00 Diluted earnings (loss) of continued operations per share (in €) 1.34 1.00

F-17 Faurecia ANNUAL RESULTS 2015 27 Consolidated financial statements 2 Notes to the consolidated financial statements

Restated consolidated balance sheet

December 31, 2013 December 31, published in December 2014 December 31, February IFRIC 21 31, 2013 published in IFRIC 21 2014 (in € millions) 2014 restatements restated February 2014 restatements restated Equity Capital 858,1 - 858,1 867.5 - 867.5 Additional paid-in capital 410,4 - 410,4 430.9 - 430.9 Treasury stock (1,4) - (1,4) (1.7) - (1.7) Retained earnings 118,3 6,0 124,3 109.2 5.7 114.9 Translation adjustments 28,8 - 28,8 145.0 - 145.0 Net income (loss) for the period attributable to owners of the parent 87,6 (0,3) 87,3 165.7 0.7 166.4 Equity attributable to owners of the parents 1 501,8 5,7 1 507,5 1,716.6 6.4 1,723.0 Minority interests 140,5 - 140,5 159.9 - 159.9 Total shareholders’ equity 1 642,3 5,7 1 648,0 1,876.5 6.4 1,882.9 Total non-current liabilities 1 612,5 - 1 612,5 1,409.5 - 1,409.5 Short-term provisions 223,2 - 223,2 220.2 - 220.2 Current financial liabilities 920,8 - 920,8 1,383.4 - 1,383.4 Prepayments from customers 169,4 - 169,4 98.4 - 98.4 Trade payables 3 053,1 - 3 053,1 3,311.5 - 3,311.5 Accrued taxes and payroll costs 517,2 (5,7) 511,5 586.0 (6.4) 579.6 Sundry payables 192,3 - 192,3 214.9 - 214.9 Total current liabilities 5 076,0 (5,7) 5 070,3 5,814.4 (6.4) 5,808.0 Liabilities linked to assets held for sale ------

Total liabilities 8 330,8 - 8 330,8 9,100.4 - 9,100.4

28 Faurecia ANNUAL RESULTS 2015 F-18 Consolidated financial statements Notes to the consolidated financial statements 2

Restated consolidated cash flow statement

Full- Full-year 2014 IFRIC year published in 21 IFRS 5 2014 (in € millions) February 2015 Impact Impact restated I- Operating activities Operating Income (Loss) 673.3 0.7 (78.6) 595.4 Depreciations and amortizations of assets 555.6 0.0 (49.9) 505.7 EBITDA 1,228.9 0.7 (128.5) 1,101.1 Operating short -term and long term provisions 25.9 0.0 (4.5) 21.4 Capital (gains) losses on disposals of operating assets 3.2 0.0 0.0 3.2 Paid restructuring (95.5) 0.0 5.3 (90.2) Paid finance costs net of income (180.2) 0.0 4.6 (175.6) Other income and expenses paid (79.3) 0.0 5.0 (74.3) Paid taxes (154.9) 0.0 27.0 (127.9) Dividends from associates 26.1 0.0 0.0 26.1 Change in working capital requirement 263.2 (0.7) (53.6) 208.9 Change in inventories 77.9 0.0 (57.6) 20.3 Change in trade accounts receivables 87.8 0.0 (2.7) 85.1 Change in trade payables 120.2 0.0 32.0 152.2 Change in other operating receivables and payables (4.8) (0.7) (31.4) (36.9) Change in other receivables and payables (excl. Tax) (17.9) 0.0 6.1 (11.8) Operating cash flows from discontinued activities 144.6 144.6 Cash flows provided by operating activities 1,037.4 0.0 0.0 1,037.4 II- Investing activities Additionals to property, plant and equipment (519.2) 0.0 44.5 (474.7) Additionals intangible assets (1.8) 0.0 0.5 (1.3) Capitalized development costs (321.6) 0.0 7.5 (314.1) Acquisitions/Sales of investments and business (net of cash and cash equivalents) (33.3) 0.0 0.0 (33.3) Proceeds from disposal of property, plant and equipment 13.6 0.0 (1.2) 12.4 Proceed from disposal of financial assets 0.0 0.0 0.0 0.0 Change in investment-related receivables and payables 7.6 0.0 1.4 9.0 Other changes (15.3) 0.0 2.8 (12.5) Investing cash flows from discontinued activities (55.5) (55.5) Cash flows provided by investing activities (870.0) 0.0 0.0 (870.0) Cash provided (used) by operating and investing activities (I)+(II) 167.4 0.0 0.0 167.4 III- Financing activities Issuance of shares by Faurecia and fully-consolidated companies (net of costs) 5.4 0.0 0.0 5.4 Option component of convertible bonds 0.0 0.0 0.0 0.0 Dividends paid to owners of the parent company (7.2) 0.0 0.0 (7.2) Dividends paid to minority interests in consolidated subsidiaries (49.8) 0.0 0.0 (49.8) Other financial assets and liabilities 0.0 0.0 0.0 0.0 Issuance of debt securities and increase in other financial liabilities 296.2 0.0 25.8 322.0 Repayment of debt and other financial liabilities (138.4) 0.0 2.6 (135.8) Financing cash flows from discontinued activities (28.4) (28.4) Net cash provided by (used in) financing activities 106.2 0.0 0.0 106.2 IV- Other changes in cash and cash equivalents Impact of exchange rate changes on cash and cash equivalents 41.5 0.0 0.0 41.5 Net flows from discontinued operations 0.0 0.0 0.0 0.0 Net increase (decrease) in cash and cash equivalents 315.1 0.0 0.0 315.1 Cash and cash equivalents at the beginning of year 701.8 0.0 0.0 701.8 Cash and cash equivalents at end of year 1,016.9 0.0 0.0 1,016.9

F-19 Faurecia ANNUAL RESULTS 2015 29 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 2 Changes in scope of consolidation

2.1 Change in scope of consolidation in 2015

Automotive Performance Materials (APM), part of the Interior Systems business and held at 50% by Faurecia, has been created in France and is consolidated through equity method since January 2015. In China, Dongfeng Faurecia Automotive Interior Systems Company Limited and Dongfeng Faurecia Automotive Parts Sales Company Limited, held at 50% by Faurecia, are consolidated respectively fully and by equity method from April 2015. Wuhan Hongtai Changpeng Automotive Components Company Limited, held at 49% by Faurecia, is consolidated through equity method since September 2015. Following the stop of the restrictions on export to Iran, the impairment of the assets linked to Faurecia Azin Pars has been fully reversed in 2015 in the Automotive Seating business. Dongfeng Faurecia Automotive Exterior Systems Company Limited, has been created in China and is consolidated through equity method since March 2015 in the Automotive Exterior business.

2.2 reminder of change in scope of consolidation introduced in 2014

Faurecia Howa Interior Systems, held at 51% by Faurecia, has been created in Mexico and is fully consolidated since July 2014 in the Interior Systems business. Faurecia Magneti Marelli Pernanbuco Componentes Automotivos Ltda in Brazil, held at 35% by Faurecia, is consolidated by equity method from November 2014. Shanghai Faurecia Automotive Seating Company Limited, held at 55% by Faurecia, has been created in China and fully consolidated since April 2014 in the Automotive Seating business. In Spain, Industrias Cousins Frères, previously fully consolidated, is consolidated by the equity method since July 2014, following a change in the Company’s governance. Faurecia Azin Pars (Iran), held at 51% by Faurecia, produces automotive seats for the Renault group in Iran. With regards to the restrictions on export and the uncertainties linked to the activity in Iran, the whole assets linked to this entity have been impaired as of December 2013; the position has been maintained in 2014. Changsha Faurecia Emissions Control Technologies Company Limited has been created in China and is fully consolidated since July 2014 in the Emissions Control Technologies business.

Note 3 Events after the balance sheet date

No significant post-balance sheet events have occurred.

Note 4 Information by operating segment

The Group is still structured in 2015 into the following four business units based on the type of products and services provided, until the finalization of the project to sell its Automotive Exteriors business (See Note 1B): ccAutomotive Seating (design and manufacture of complete vehicle seats, seating frames and adjustment mechanisms); ccEmissions Control Technologies (design and manufacture of exhaust systems); ccInterior Systems (design and manufacture of instrument panels, complete cockpits, door panels and modules, and acoustic systems); ccAutomotive Exteriors (design and manufacture of bumpers, front ends and safety modules). These business units are managed by the group on an independent basis in terms of reviewing their individual performance and allocating resources. The tables below show reconciliation between the indicators used to measure the performance of each segment – notably operating income – and the consolidated financial statements. Borrowings, other operating income and expense, financial income and expense, and taxes are monitored at Group level and are not allocated to the various segments.

30 Faurecia ANNUAL RESULTS 2015 F-20 Consolidated financial statements Notes to the consolidated financial statements 2

4.1 accounting principles

Sales are recognized when the risks and rewards incidental to ownership of the modules or parts produced are transferred. This generally corresponds to when the goods are shipped. For development contracts or the sale of tooling, sales are recognized when the technical stages are validated by the customer. If no such technical stages are provided for in the contract, sales are recognized when the related study is completed or the tooling is delivered. Operating income is the Faurecia group’s principal performance indicator. It corresponds to net income of fully consolidated companies before: ccother operating income and expense, corresponding to material, unusual and non-recurring items including reorganization expenses and early retirement costs, the impact of exceptional events such as the discontinuation of a business, the closure or sale of an industrial site, disposals of non-operating buildings, impairment losses and reversals recorded for property, plant and equipment or intangible assets, as well as other material and unusual losses; ccincome on loans, cash investments and marketable securities; ccfinance costs; ccother financial income and expense, which include the impact of discounting the pension benefit obligation and the return on related plan assets, the ineffective portion of interest rate and currency hedges, changes in value of interest rate and currency instruments for which the hedging relationship does not satisfy the criteria set forth in relationship cannot be demonstrated under IAS 39, and gains and losses on sales of shares in subsidiaries; cctaxes.

F-21 Faurecia ANNUAL RESULTS 2015 31 Consolidated financial statements 2 Notes to the consolidated financial statements

4.2 Key figures by operating segment

2015

Emission IFRS 5 Automotive Control Interior Automotive reclassi- (in € millions) Seating Technologies Systems Exteriors Other fications* Total Sales 6,198.2 7,453.4 5,044.4 2,041.4 449.1 (1,953.2) 19,233.3 Inter-segment eliminations (10.0) (3.4) (25.8) (6.3) (449.1) 31.7 (462.9) Consolidated sales 6,188.2 7,450.0 5,018.6 2,035.1 0.0 (1,921.5) 18,770.4 Operating income (loss) before allocation of costs 317.2 370.8 210.7 53.8 (39.9) (82.6) 830.0 Allocation of costs (11.6) (10.8) (13.0) (4.5) 39.9 0.0 0.0 Operating income 305.6 360.0 197.7 49.3 0.0 (82.6) 830.0 Other non-operating income 10.9 Other non-operating expense (76.2) Finance costs, net (161.5) Other financial income and expense (45.2) Corporate income tax (185.7) Share of net income of associates 12.8 Net income of continued operations 385.1 Net income of discontinued operations 60.8 Net income (loss) 445.9 Segment assets 3,078.9 2,434.4 1,993.5 634.7 119.4 (595.1) 7,665.8 Property, plant and equipment, net 642.1 734.8 808.3 254.5 52.3 (244.7) 2,247.3 Other segment assets 2,436.8 1,699.6 1,185.2 380.2 67.1 (350.4) 5,418.5 Investments in associates 111.5 Other equity interests 15.6 Short and long-term financial assets 1,029.3 Tax assets (current and deferred) 330.3 Assets held for sale 613.3 Total assets 9,765.8 Segment liabilities 1,710.3 1,746.6 1,168.8 375.6 182.1 (345.1) 4,838.3 Borrowings 1,885.1 Tax liabilities (current and deferred) 57.1 Liabilities linked to assets held for sale 375.8 Equity and minority interests 2,609.5 Total liabilities 9,765.8 Capital expenditure 184.8 200.7 189.6 56.9 45.7 (54.3) 623.4 Depreciation of items of property, plant and equipment (104.1) (112.7) (149.8) (45.8) (4.9) 44.1 (373.2) Impairment of property, plant and equipment (0.7) 0.0 (1.1) (0.3) 0.0 0.1 (2.0) Headcounts 37,419 21,225 33,613 8,296 2,316 102,869

* See the corresponding scope in note 1-B and the analysis of assets held for sale and discontinued activities in note 31.

32 Faurecia ANNUAL RESULTS 2015 F-22 Consolidated financial statements Notes to the consolidated financial statements 2

2014

Emission IFRS 5 Automotive Control Interior Automotive reclassi- Total (in € millions) Seating Technologies Systems Exterior Other fications* restated Sales 5,318.8 6,749.6 4,737.0 2,069.7 337.3 (1,983.0) 17,229.4 Inter-segment eliminations (9.7) (2.2) (27.7) (6.6) (337.3) 30.7 (352.8) Consolidated sales 5,309.1 6,747.4 4,709.3 2,063.1 0.0 (1,952.3) 16,876.6 Operating income (loss) before allocation of costs 238.9 260.9 134.4 55.7 (15.9) (78.6) 595.4 Allocation of costs (4.5) (4.2) (5.2) (2.0) 15.9 0.0 0.0 Operating income 234.4 256.7 129.2 53.7 0.0 (78.6) 595.4 Other non-operating income 5.1 Other non-operating expense (84.9) Finance costs, net (178.7) Other financial income and expense (60.0) Corporate income tax (94.8) Share of net income of associates 4.4 Net income of continued operations 186.5 Net income of discontinued operations 43.1 Net income (loss) 229.6 Segment assets 2,724.6 2,250.2 1,867.4 664.9 85.5 7,592.6 Property, plant and equipment, net 551.9 639.0 755.1 258.8 24.9 2,229.7 Other segment assets 2,172.7 1,611.2 1,112.3 406.1 60.6 5,362.9 Investments in associates 94.7 Other equity interests 14.6 Short and long-term financial assets 1,107.6 Tax assets (current and deferred) 290.9 Assets held for sale 0.0 Total assets 9,100.4 Segment liabilities 1,470.1 1,553.4 1,134.9 417.2 167.8 4,743.4 Borrowings 2,412.4 Tax liabilities (current and deferred) 61.7 Liabilities linked to assets held for sale 0.0 Equity and minority interests 1,882.9 Total liabilities 9,100.4 Capital expenditure 152.6 139.5 158.7 45.5 22.9 519.2 Depreciation of items of property, plant and equipment (97.1) (88.5) (128.2) (42.4) (3.5) (359.7) Impairment of property, plant and equipment (4.3) (0.1) 3.3 (0.7) (1.8) Headcounts 34,799 21,445 32,817 8,057 2,163 99,281

* See the corresponding scope in note 1-B and the analysis of assets held for sale and discontinued activities in note 31.

F-23 Faurecia ANNUAL RESULTS 2015 33 Consolidated financial statements 2 Notes to the consolidated financial statements

Sales by operating segment break down as follows:

(in € millions) 2015 % 2014 restated % Automotive Seating 6,188.2 30 5,309.1 28 Emissions Control Technologies 7,450.0 36 6,747.4 36 Interior Systems 5,018.6 24 4,709.3 25 Automotive Exteriors 2,035.1 10 2,063.1 11

Total before IFRS 5 reclassifications 20,691.9 100 18,828.9 100

IFRS 5 Reclassifications (1,921.5) (1,952.3)

Total after IFRS 5 reclassifications 18,770.4 16,876.6

4.3 sales by major customer

Sales* by major customer break down as follows:

(in € millions) 2015 % 2014 restated % VW group 2,976.9 16 2,793.0 17 Ford group 2,573.9 14 2,250.6 13 PSA Peugeot Citroën 2,178.8 12 1,976.1 12 Renault-Nissan 1,864.5 10 1,460.1 9 GM 1,576.5 8 1,367.8 8 Daimler 1,218.7 6 1,248.8 7 BMW 947.9 5 812.1 5 Others 5,433.2 29 4,968.1 29

Total 18,770.4 100 16,876.6 100

* The presentation of sales invoiced may differ from the one of sales by end customer when products are transferred to intermediary assembly companies.

4.4 Key figures by geographic region

Sales are broken down by destination region. Other items are presented by the region where the companies involved operate.

2015

Other IFRS 5 European North South Other reclassi- (in € millions) France Germany countries America America Asia countries fications Total Sales 2,168.2 3,836.3 5,191.5 5,539.2 584.1 3,151.1 221.4 (1,921.4) 18,770.4 Net property, plant and equipment 336.5 262.1 686.6 634.1 118.4 435.4 18.9 (244.7) 2,247.3 Capital expenditure 116.5 61.9 156.0 154.5 20.2 159.3 9.3 (54.3) 623.4 Number of employees as of December 31 14,413 10,883 34,642 20,645 4,792 15,783 1,711 0 102,869

34 Faurecia ANNUAL RESULTS 2015 F-24 Consolidated financial statements Notes to the consolidated financial statements 2

2014

Other IFRS 5 European North South Other reclassi- (in € millions) France Germany countries America America Asia countries fications Total Sales restated 1,902.1 3,969.8 4,509.4 4,536.2 689.9 3,048.7 172.8 (1,952.3) 16,876.6 Net property, plant and equipment 293.8 253.3 650.5 534.7 159.4 318.0 20.0 0.0 2,229.7 Capital expenditure 73.7 54.4 160.0 123.0 21.3 83.8 3.0 0.0 519.2 Number of employees as of December 31 13,619 11,527 31,859 20,361 5,208 15,082 1,625 0 99,281

Note 5 Analysis of operating expenses

5.1 analysis of operating expenses by function

Full-year 2014 (in € millions) Full-year 2015 restated Cost of sales (17,024.8) (15,486.9) Research and development costs (278.4) (214.4) Selling and administrative expenses (637.2) (579.9)

TOTAL (17,940.4) (16,281.2)

5.2 analysis of operating expenses by nature

Full-year 2014 (in € millions) Full-year 2015 restated Purchases consumed (12,685.1) (11,498.5) External costs (1,724.4) (1,582.5) Personnel costs (3,335.2) (3,013.2) Taxes other than on income (54.7) (44.2) Other income and expenses* 505.7 387.7 Depreciation, amortization and provisions for impairment in value of non-current assets (611.5) (509.0) Charges to and reversals of provisions (35.2) (21.4)

Total before IFRS 5 reclassifications (17,940.4) (16,281.2)

* Including production taken into inventory or capitalized. 438.2 332.0

The CICE (tax credit for competitivity and employment) has been allocated to personnel costs; it amounts to €15.2 million in 2015 (€14.9 million in 2014).

F-25 Faurecia ANNUAL RESULTS 2015 35 Consolidated financial statements 2 Notes to the consolidated financial statements

5.3 personnel costs

Full-year 2014 (in € millions) Full-year 2015 restated Wages and salaries* (2,653.5) (2,398.0) Payroll taxes (681.7) (615.2)

Total (3,335.2) (3,013.2)

* Of which temporary employee costs. (299.2) (240,1)

Details of expenses relating to the Group’s stock option and free shares plans and pension costs are provided in Notes 22.2 and 25, respectively.

5.4 research and development costs

Full-year 2014 (in € millions) Full-year 2015 restated Research and development costs, gross (924.3) (866.9) - Amounts billed to customers and changes in inventories 552.4 513.7 - Capitalized development costs 305.3 309.6 - Amortization of capitalized development costs (208.5) (168.4) - Charges to and reversals of provisions for impairment of capitalized development costs (3.3) (2.4) Net expense (278.4) (214.4)

5.5 depreciation, amortization and provisions for impairment in value of non-current assets

Full-year 2014 (in € millions) Full-year 2015 restated Amortization of capitalized development costs (208.5) (168.4) Amortization of items of property, plant and equipment (26.8) (23.0) Depreciation of specific tooling (6.1) 2.1 Depreciation and impairment of other items of property, plant and equipment (366.8) (317.3) Provisions for impairment of capitalized development costs (3.3) (2.4)

Total (611.5) (509.0)

36 Faurecia ANNUAL RESULTS 2015 F-26 Consolidated financial statements Notes to the consolidated financial statements 2

Note 6 Other non operating income and expense

Other non-operating income and expense are analyzed as follows:

Other non-operating income

Full-year 2014 (in € millions) Full-year 2015 restated Release of provision for impairment of assets 4.9 3.4 Losses on disposals of assets 2.9 0.8 Other 3.1 0.9

Total 10.9 5.1

Other non-operating expense

Full-year 2014 (in € millions) Full-year 2015 restated Other provisions for impairment of assets (3.8) 0.0 Reorganization expenses* (57.3) (73.1) Losses on disposal of assets 0.0 0.0 Other** (15.1) (11.8)

Total (76.2) (84.9)

* As of December 31, 2015, this item includes restructuring costs in the amount of €55.7 million and provisions for impairment in value of non-current assets in the amount of €1.6 million, versus respectively, €68.0 million and €5.1 million in 2014. ** As of December 31, 2015, this item includes non-recurring charges linked to the resolution of a litigation (€-9.1 million).

Restructuring Reorganization costs (€57.3 million) include redundancy and site relocation payments for 1,472 people and breakdown by country as follows:

Millions of euros Employees France 27.6 244 Germany 21.4 228 Spain 1.0 2 Other 7.3 998

Total 57.3 1,472

F-27 Faurecia ANNUAL RESULTS 2015 37 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 7 Other financial income and expense

Full-year 2014 (in € millions) Full-year 2015 restated Impact of discounting pension benefit obligations (7.9) (8.7) Changes in the ineffective portion of currency hedges (0.5) 0.1 Changes in fair value of currency hedged relating to debt 0.4 (5.4) Translation differences on borrowings (17.2) (15.1) Other* (20.0) (30.9)

Total (45.2) (60.0)

* As of December 31, 2015, this item includes mainly amortization on costs related to bonds, OCEANE and other long term debts and commissions for no use of credit facility.

Note 8 Corporate income tax

Deferred taxes are recognized using the liability method for temporary differences arising between the tax bases for assets and liabilities and their carrying amounts on the consolidated financial statements. Temporary differences mainly arise from tax loss carryforwards and consolidation adjustments to subsidiaries’ accounts. Deferred taxes are measured using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available in the short or medium term against which the temporary differences or the loss carry forward can be utilized. Where appropriate, a deferred taxes liability is booked to cover taxes payable on the distribution of retained earnings of subsidiaries and associates which are not considered as having been permanently reinvested and for which the Group is not in a position to control the date when the timing difference will reverse. Corporate income tax can be analyzed as follows:

Full-year 2014 (in € millions) Full-year 2015 restated Current taxes - Current corporate income tax (165.4) (133.7) Deferred taxes - Deferred taxes for the period (20.3) 38.9

Total (185.7) (94.8)

38 Faurecia ANNUAL RESULTS 2015 F-28 Consolidated financial statements Notes to the consolidated financial statements 2

8.1 analysis of the tax charge

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

Full-year 2014 (in € millions) Full-year 2015 restated Pre-tax income of consolidated companies 558.0 276.9 Tax at 38% (212.0) (105.2) Effect of rate changes on deferred taxes recognized on the balance sheet 1.1 (1.5) Effect of local rate differences* 85.8 57.3 Tax credits 10.0 24.6 Change in unrecognized deferred tax 11.1 (40.1) Permanent differences & others (81.7) (29.9) Corporate tax recognized (185.7) (94.8)

* The effect of local rate differences is mainly coming from Chinese entities.

8.2 analysis of tax assets and liabilities

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Current taxes - Assets 114.7 70.2 - Liabilities (46.0) (52.1) 68.7 18.1 Deferred taxes - Assets* 215.6 220.7 - Liabilities (11.1) (9.6) 204.5 211.1

* Of which tax assets on tax losses. 130.0 165.5

Changes in deferred taxes recorded on the balance sheet break down as follows:

(in € millions) Full-year 2015 Full-year 2014 Net amount at the beginning of the year 211.1 142.2 - Deferred taxes carried to income for the period* (20.3) 46.1 - Deferred taxes recognized directly in equity (1.8) 9.8 - Effect of currency fluctuations and other movements** 15.5 13.0 - Impairment of tax asset carryforwards 0.0 0.0 Net amount at the end of the year 204.5 211.1 * In 2014, the variation of deferred taxes carried to income corresponds to the variance linked to the continued activities (see 2.1 Consolidated statement of comprehensive income) and discontinued ones (see note 31 Discontinued activities), as the 2014 balance sheet is not restated accordingly to IFRS 5. ** Of which €6.9 million linked to the reclassification of the opening linked to assets held for sale.

F-29 Faurecia ANNUAL RESULTS 2015 39 Consolidated financial statements 2 Notes to the consolidated financial statements

8.3 impairment of tax asset carryforwards

(in € millions) Dec. 31, 2015 Dec. 31, 2014 N+1 4.7 6.9 N+2 10.1 9.6 N+3 13.7 10.6 N+4 10.4 12.4 N+5 and above 41.3 104.6 Unlimited 626.7 639.2

Total 706.9 783.3

These impaired deferred income tax assets on loss carry forwards are originated mainly from France. The evolution of deferred tax assets not recognized can be explained mainly by the decrease of the deferred tax rate as of December 31, 2015 (38% in 2014 and 34.43% in 2015).

Note 9 Earnings per share

Basic earnings per share are calculated by dividing net income attributable to owners of the parent by the weighted average number of shares outstanding during the year, excluding treasury stock. For the purpose of calculating diluted earnings per share, the Group adjusts net income attributable to owners of the parent and the weighted average number of shares outstanding for the effects of all dilutive potential ordinary shares (including stock options, free shares and convertible bonds).

Full-year 2015 Full-year 2014 Number of shares outstanding at year end (1) 137,192,778 123,925,210 Adjustments: - treasury stock (21,888) (36,266) - weighted impact of share issue prorated (12,335,082) (641,063) Weighted average number of shares before dilution 124,835,808 123,247,881 Weighted impact of dilutive instruments: Stock options (2) 50,818 1,788 Free shares attributed 0 0 Bonds with conversion option (3) 373,956 254,803 Weighted average number of shares after dilution 125,260,582 123,504,472 (1) Changes in the number of shares outstanding as of December 31 are analyzed as follows: As of December 31, 2014: Number of Faurecia shares outstanding 123,925,210 OCEANE conversion 12,372,517 Capital increase (dividend paid by shares and stock options) 800,251 Attribution of performance shares 94,800 As of December 31, 2015: Number of Faurecia shares outstanding 137,192,778 (2) As of December 31, 2015, 636,500 stock options were outstanding and exercisable, compared with 931,025 as of December 31, 2014. Taking into account the average Faurecia share price for 2015, only the stock option plan 18 has a dilutive impact. (3) Bonds with conversion option have a dilutive effect when the net interest per share deriving from the conversion is less than the basic earnings per share. As of December 31, 2015, these bonds have a dilutive impact.

The dilutive impact of the bonds was calculated using the treasury stock method. In relation to stock options, this method consists of comparing the number of shares that would have been issued if all outstanding stock options had been exercised to the number of shares that could have been acquired at fair value (in this case the average Faurecia share price for the year was €36.75 in 2015).

40 Faurecia ANNUAL RESULTS 2015 F-30 Consolidated financial statements Notes to the consolidated financial statements 2

Earnings per share

Earnings per share break down as follows:

Year 2015 Year 2014

Net Income (Loss) (in € millions) 371.8 166.4 Basic earnings (loss) €/share 2.98 1.35 After dilution €/share 2.97 1.35

Net Income (Loss) of continued operations (in € millions) 311.0 123.3 Basic earnings (loss) €/share 2.49 1.00 After dilution €/share 2.48 1.00

Net Income (Loss) of discontinued operations (in € millions) 60.8 43.1 Basic earnings (loss) €/share 0.49 0.35 After dilution €/share 0.49 0.35

Note 10 Goodwill

In case of a business combination, the aggregate value of the acquisition is allocated to the identifiable assets acquired and liabilities assumed based on their fair value determined at their acquisition date. A goodwill is recognized when the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree exceed the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. In accordance with IAS 36, goodwill is not amortized but is tested for impairment at least once a year and more frequently if there is an indication that it may be impaired. For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs). A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The CGU to which goodwill is allocated represents the lowest level within the operating segment at which goodwill is monitored for internal management purposes. The Group has identified the following CGUs: ccAutomotive Seating; ccEmissions Control Technologies; ccAutomotive Interiors; ccAutomotive Exteriors. The carrying amount of assets and liabilities thus grouped is compared to the higher of its market value and value in use, which is equal to the present value of the net future cash flows expected, and their net market value including costs of disposal.

(in € millions) Gross Impairment Net Net carrying amount as of January 1st, 2014 1,806.9 (509.8) 1,297.1 Acquisitions 0.0 0.0 0.0 Translation adjustments and other movements 20.3 (0.1) 20.2 Net carrying amount as of December 31, 2014 1,827.2 (509.9) 1,317.3 Acquisitions 0.0 0.0 0.0 Translation adjustments and other movements 17.7 0.2 17.9 IFRS 5 reclassifications (125.4) 0.0 (125.4) Net carrying amount as of December 31, 2015 1,719.5 (509.7) 1,209.8

F-31 Faurecia ANNUAL RESULTS 2015 41 Consolidated financial statements 2 Notes to the consolidated financial statements

Breakdown of the net amount of goodwill by operating segment:

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Automotive Seating 793.8 793.5 Emissions Control Technologies 370.4 352.8 Interior Systems 45.6 45.6 Automotive Exteriors 0.0 125.4

Total 1,209.8 1,317.3

Cash-generating units and impairment tests

Impairment tests are carried out whenever there is an indication that an asset may be impaired. Impairment testing consists of comparing the carrying amount of an asset, or group of assets, 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 expected to be derived from an asset or group of assets. The assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units, or CGUs). Impairment tests are performed on each group of intangible assets (development costs) and property, plant and equipment attributable to a customer contract. This is done by comparing the aggregate carrying amount of the group of assets concerned with the present value of the expected net future cash flows to be derived from the contract. An impairment loss is recorded when the assets’ carrying amount is higher than the present value of the expected net future cash flows. A provision is also recorded for losses to completion on loss-making contracts. In case of a triggering event, impairment testing is also carried out on general and corporate assets grouped primarily by type of product and geographic area. The cash inflows generated by the assets allocated to these CGUs are largely interdependent due to the high overlap among the various manufacturing flows, the optimization of capacity utilization, and the centralization of research and development activities. The cash flow forecasts used to calculate value in use were based on the Group’s 2016-2019 strategic plan which was drafted in mid- 2015 and adjusted at the end of the year based on the latest assumptions in the 2016 budget. The volume assumptions used in the 2016-2019 strategic plan are based on external information sources. The main assumption affecting value in use is the level of operating income used to calculate future cash flows and particularly the terminal value. The operating margin assumption for 2019 is 6.0% for the Group as a whole. Projected cash flows for the last year of the Strategic Business Plan (2019) have been projected to infinity by applying a growth rate determined based on analysts’ trend forecasts for the automotive market. The growth rate applied for the year-end 2015 test was 1.5%, as in 2014. Faurecia called on an independent expert to calculate the weighted average cost of capital used to discount future cash flows. The market parameters used in the expert’s calculation were based on a sample of 26 companies operating in the automotive supplier sector (8 in Europe, 9 in North America and 9 in Asia). Taking into account these parameters and a market risk premium of 6.5% to 7%, the weighted average cost of capital used to discount future cash flows was set at 9.5% (on the basis of a range of values provided by the independent expert) in 2015 (9.5% in 2014). This rate was applied for the impairment tests carried out on all of the Group’s CGU’s. They all bear the same specific risks relating to the automotive supplier sector and the CGU’S multinational operation does not justify using geographically different discount rates. The tests performed at year-end 2015 did not show any indication of further impairment in goodwill.

42 Faurecia ANNUAL RESULTS 2015 F-32 Consolidated financial statements Notes to the consolidated financial statements 2

The table below shows the sensitivity of the impairment test results to changes in the assumptions used as of December 31, 2015 to determine the value in use of the CGU’s to which the Group’s goodwill is allocated:

Test income (value in Operating use - net Cash flow Growth rate Income for Combination carrying discount rate to infinity terminal value of the Sensitivity (in € millions) value) +0.5pt -0.5 pt -0.5pt 3 factors Automotive Seating 2,074 (240) (196) (254) (633) Emissions Control Technologies 2,705 (249) (204) (295) (684) Interior Systems 1,220 (150) (122) (180) (413) Automotive Exteriors 532 (56) (46) (76) (162)

Note 11 IntangibLe assets

A. Research and development expenditure

The Faurecia group incurs certain development costs in connection with producing and delivering modules for specific customer orders which are not considered as sold to the customer, especially when paid for by the customer on delivery of each part. In accordance with IAS 38, these development costs are recorded as an intangible asset where the company concerned can demonstrate: ccits intention to complete the project as well as the availability of adequate technical and financial resources to do so; cchow the customer contract will generate probable future economic benefits and the Company’s ability to measure these reliably; ccits ability to measure reliably the expenditure attributable to the contracts concerned (costs to completion). These capitalized costs are amortized to match the quantities of parts delivered to the customer, over a period not exceeding five years except under exceptional circumstances. Research costs, and development costs that do not meet the above criteria, are expensed as incurred.

B. other intangible assets

Other intangible assets include development and purchase costs relating to software used within the Group – which are amortized on a straight-line basis over a period of between one and three years – as well as patents and licenses.

F-33 Faurecia ANNUAL RESULTS 2015 43 Consolidated financial statements 2 Notes to the consolidated financial statements

Intangible assets break down as follows:

Development Software and (in € millions) costs other Total Net as january 1, 2014 628.1 58.1 686.2 Additions 321.6 1.8 323.4 Funding of amortization provisions* (175.8) (25.0) (200.8) Funding of provisions* (2.4) 0.0 (2.4) Translation adjustments and other 26.9 17.2 44.1 Net as of December 31, 2014 798.4 52.1 850.5 Additions 308.9 1.9 310.8 Funding of amortization provisions (208.5) (26.8) (235.3) Funding of provisions (3.3) 0.0 (3.3) IFRS 5 Reclassifications (24.3) (3.2) (27.5) Translation adjustments and other 17.7 22.1 39.8 Net as of December 31, 2015 888.9 46.1 935.0 * In 2014, the variance on amortizations and provisions accounted for through income corresponds to the variance linked to the continued activities (see 2.1 Consolidated statement of comprehensive income) and discontinued ones (see note 31 Discontinued activities), as the 2014 balance sheet is not restated accordingly to IFRS 5.

The carrying amount of development costs allocated to a customer contract as well as the associated specific tooling is compared to the present value of the expected net future cash flows to be derived from the contract based on the best possible estimate of future sales. The volumes taken into account in Faurecia’s Business Plans are the best estimates by the Group’s Marketing department based on automakers’ forecasts when available.

Note 12 Property, plant and equipment

Property, plant and equipment are stated at acquisition cost, or production cost in the case of assets produced by the Group for its own use, less accumulated depreciation. Maintenance and repair costs are expensed as incurred, except when they increase productivity or prolong the useful life of an asset, in which case they are capitalized. In accordance with the amended version of IAS 23, borrowing costs on qualifying assets arising subsequent to January 1, 2009 are included in the cost of the assets concerned. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets, as follows:

Buildings 20 to 30 years Leasehold improvements, fixtures and fittings 10 to 20 years Machinery, tooling and furniture 3 to 10 years

Certain tooling is produced or purchased specifically for the purpose of manufacturing parts or modules for customer orders, which are either a) not sold to the customer, or b) paid for by the customer on delivery of each part. In accordance with IAS 16, this tooling is recognized as property, plant and equipment. It is depreciated to match the quantities of parts delivered to the customer over a maximum of five years, in line with the rate at which models are replaced. Investment grants are recorded as a deduction from the assets that they were used to finance. Property, plant and equipment acquired under finance leases which transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee are recorded under assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The recognized assets are subsequently depreciated as described above. An obligation of the same amount is recorded as a liability.

44 Faurecia ANNUAL RESULTS 2015 F-34 Consolidated financial statements Notes to the consolidated financial statements 2

Other property, plant and equipment and Plant, property, plant tooling and Specific and equipment (in € millions) Land Buildings equipment tooling in progress Total Net as january 1, 2014 83.2 458.2 1,082.9 59.6 344.0 2,027.9 Additions (including own work capital) (1) 0.4 11.9 47.2 41.0 418.7 519.2 Disposals (4.7) (30.4) (244.2) (2.0 ) (34.5) (315.8) Funding of depreciation, amortization and impairment provisions* (0.4) (51.6) (256.5) (21.3) (29.9) (359.7) Non-recurring impairment losses* 0.0 2.7 (4.5) 0.0 0.0 (1.8) Depreciation written off on disposals* 2.3 28.9 240.4 2.0 33.4 307.0 Currency translation adjustments 1.2 4.9 52.2 2.1 13.1 73.5 Entry into scope of consolidation & other movements 1.0 57.7 356.4 (3.2) (432.5) (20.6) Net as of December 31, 2014 83.0 482.3 1,273.9 78.2 312.3 2,229.7 Additions (including own work capital) (1) 0.5 6.5 35.6 41.3 539.5 623.4 Disposals (0.2) (24.8) (187.8) (13.2) (36.2) (262.2) Funding of depreciation, amortization and impairment provisions (0.3) (48.3) (267.1) (27.9) (29.6) (373.2) Non-recurring impairment losses 0.0 (0.4) (1.3) 0.0 (0.3) (2.0) Depreciation written off on disposals 0.1 23.3 173.1 13.2 35.3 245.0 IFRS 5 reclassifications (6.7) (62.7) (142.9) (7.4) (28.8) (248.5) Currency translation adjustments 0.0 (2.6) 35.6 1.2 8.1 42.3 Entry into scope of consolidation & other movements 12.8 43.3 322.3 (5.5) (380.1) (7.2) Net as of December 31, 2015 89.2 416.6 1,241.4 79.9 420.2 2,247.3 (1) Including assets held under finance leases: in 2014 4.5 in 2015 2.6 * In 2014, the variance on depreciation, amortizations and impairment provisions as the non-recurring impairment losses accounted for through income corresponds to the variance linked to the continued activities (see 2.1 Consolidated statement of comprehensive income) and discontinued ones (see note 31 Discontinued activities), as the 2014 balance sheet is not restated accordingly to IFRS 5.

Dec. 31, 2015 Dec. 31, 2014

(in € millions) Gross Depreciation Net Gross Net Land 99.3 (10.1) 89.2 93.2 83.0 Buildings 1,078.2 (661.6) 416.6 1,174.7 482.3 Plant, tooling and technical equipment 3,484.0 (2,242.6) 1,241.4 3,680.4 1,273.9 Specific tooling 215.2 (135.3) 79.9 229.9 78.2 Other property, plant and equipment and property, plant and equipment in progress 646.6 (226.4) 420.2 569.1 312.3

Total 5,523.3 (3,276.0) 2,247.3 5,747.3 2,229.7

Including assets subject to lease financing 96.5 (49.6) 46.9 100.0 38.3

Property, plant and equipment are often dedicated to client programs.

F-35 Faurecia ANNUAL RESULTS 2015 45 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 13 Investments in associates

As of December 31, 2015 Investment in associates for continued activities:

Group Group Dividends Group share of share of received by share of total (in € millions) % interest* equity** the Group sales assets Teknik Malzeme 50 6.2 0.0 25.2 18.4 Amninex Emissions Systems APS 42 8.7 0.0 0.5 12.8 Changchun Xuyang Faurecia Acoustics & Soft Trim Co. Ltd 40 4.3 0.0 12.1 14.0 Detroit Manufacturing Systems LLC 45 0.0 0.0 338.0 58.8 DMS leverage lender (LLC) 45 3.3 0.0 0.0 5.8 CSM Faurecia Automotive Parts Co. Ltd 50 8.0 0.0 37.0 28.7 FMM Pernambuco Componentes Automotivos Ltda 35 4.5 0.0 31.1 46.3 Faurecia Japon NHK Co. Ltd 50 0.0 0.0 136.9 36.3 Others - 21.5 (1.1) 140.3 81.2 SAS Groupe 50 55.0 (15.0) 1,707.0 336.8 Total 111.5 (16.1) 2,428.1 639.1 * Percent interest held by the Company that owns the shares. ** As the Group’s share of some company’s net equity is negative it is recorded under liabilities as a provision for contingencies and charges.

Investment in associates for discontinued activities:

Dividends Group share Group share received by Group share of total (in € millions) % interest* of equity the Group of sales assets Changchun Huaxiang Faurecia Automotive Plastic Components Co. Ltd 50 % 0.2 0.0 38.7 31.9 * Percent interest held by the Company that owns the shares.

There is no joint operation in the sense of IFRS 11 within the companies consolidated by equity method.

13.1 Change in investments in associates

(in € millions) 2015 2014 Group share of equity at beginning of period 94.7 88.7 Dividends (16.1) (26.1) Share of net income of associates 12.8 0.8 Change in scope of consolidation 2.7 22.8 Capital increase 17.0 6.2 IFRS 5 reclassifications (1.2) Currency translation adjustments 1.6 2.3 Group share of equity at end of period 111.5 94.7

46 Faurecia ANNUAL RESULTS 2015 F-36 Consolidated financial statements Notes to the consolidated financial statements 2

13.2 Information on significant associates

SAS is a joint venture with Continental Automotive GmbH which manufactures full cockpit modules with electronics and circuitry built into the instrument panels. Its headquarters is located in Karlsruhe (Germany), with subsidiaries mainly in France, Slovakia, United Kingdom, Spain, Mexico, Turkey and Czech Republic. The additional information on this entity (actual data as of November and last month forecasted) are detailed herebelow:

P&L

(in € millions) 2015 2014 Sales 3,414.1 3,198.5 Operating margin 47.1 49.5 Net result 39.5 35.5

Balance sheet

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Fixed assets 67.3 72.6 Current assets 492.6 352.3 Cash and cash equivalents 113.8 98.6

Total assets 673.7 523.5

Equity 110.0 98.2 Borrowings 1.5 0.0 Other non-current liabilities 29.2 23.0 Non-current financial liabilities 533.0 402.3

Total equity and liabilities 673.7 523.5

The other associates, in joint control or significant influence, taken individually, are not considered as significant as for sales nor for total assets. In accordance with IAS 39, the Group classifies its financial assets in the following categories: loans and receivables, available-for- sale financial assets, and financial assets at fair value through profit or loss. They are recorded on the following balance sheet items: “Other equity interests” (Note 14), “Other non-current financial assets” (Note 15), “Trade account receivables” (Note 18), “Other operating receivables” (Note 19), “Other receivables” (Note 20) and “Cash and cash equivalents” (Note 21). The Group does not use the IAS 39 categories of “Held-to-maturity investments” or “Financial assets held for trading”.

F-37 Faurecia ANNUAL RESULTS 2015 47 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 14 Other equity interests

Equity interests correspond to the Group’s interests in the capital of non-consolidated companies. They are subject to impairment testing based on the most appropriate financial analysis criteria. An impairment loss is recognized where appropriate. The criteria generally applied are the Group’s equity in the underlying net assets and the earnings outlook of the company concerned.

Dec. 31, 2015 Dec. 31, 2014

(in € millions) % of share capital Gross Net Net Changchun Xuyang Industrial group 19 13.7 13.7 12.8 Other - 3.7 1.9 1.8

Total 17.4 15.6 14.6

Note 15 Other non current financial assets

Loans and other financial assets are initially stated at fair value and then at amortized cost, calculated using the effective interest method. Provisions are booked on a case-by-case basis where there is a risk of non-recovery.

Dec. 31, 2015 Dec. 31, 2014 Gross Provisions Net Net Loans with maturity longer than one year 42.8 (17.3) 25.5 33.9 Other 54.6 (10.7) 43.9 28.8

Total 97.4 (28.0) 69.4 62.7

Note 16 Other non current assets

This line includes:

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Pension plan surpluses 17.7 6.8 Guarantee deposits and other 18.8 19.8

Total 36.5 26.6

48 Faurecia ANNUAL RESULTS 2015 F-38 Consolidated financial statements Notes to the consolidated financial statements 2

Note 17 Inventories and work in progress

Inventories of raw materials and supplies are stated at cost, determined by the FIFO method (First-In, First-Out). Finished and semi-finished products, as well as work-in-progress, are stated at production cost, determined by the FIFO method. Production cost includes the cost of materials and supplies as well as direct and indirect production costs, excluding overhead not linked to production and borrowing costs. Work-in-progress includes the costs of internally-manufactured specific tooling or development work which is sold to customers, i.e. where the related risks and rewards are transferred. These costs are recognized in the income statement over the period in which the corresponding sales are made, as each technical stage is validated by the customer, or when the tooling is delivered if the contract does not provide for specific technical stages. Depreciation provisions are booked for inventories for which the probable realizable value is lower than cost.

Dec. 31, 2015 Dec. 31, 2014

(In € millions) Gross Depreciations Net Net Raw materials and supplies 487.5 (62.2) 425.3 412.5 Engineering, tooling and prototypes 411.3 (18.6) 392.7 379.0 Work-in-progress for production 5.9 (0.4) 5.5 18.6 Semi-finished and finished products 337.1 (55.4) 281.7 266.5

Total 1,241.8 (136.6) 1,105.2 1,076.6

Note 18 Trade accounts receivables

Under trade receivables sale programs, the Group can sell a portion of the receivables of a number of its French, German and other subsidiaries to a group of financial institutions, transferring substantially all of the risks and rewards relating to the receivables sold to the financial institutions concerned. The following table shows the amount of receivables sold with maturities beyond December 31, 2015, for which substantially all the risks and rewards have been transferred, and which have therefore been derecognized as well as the financing under these programs – corresponding to the cash received as consideration for the receivables sold:

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Financing 899.5 850.6 Guarantee reserve deducted from borrowings (32.2) (33.9) Cash received as consideration for receivables sold 867.3 816.7 Receivables sold and derecognized (840.4) (742.2)

Individually impaired trade receivables are as follows:

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Gross total trade receivables 1,716.1 1,702.3 Provision for impairment of receivables (19.2) (25.3)

Total trade accounts receivable, net 1,696.9 1,677.0

F-39 Faurecia ANNUAL RESULTS 2015 49 Consolidated financial statements 2 Notes to the consolidated financial statements

Given the high quality of Group counterparties, late payments do not represent a material risk. They generally arise from administrative issues. Late payments as of December 31, 2015 were €121.4 million, breaking down as follows: cc€70.4 million less than one month past due; cc€12.0 million one to two months past due; cc€4.5 million two to three months past due; cc€10.5 million three to six months past due; cc€23.9 million more than six months past due.

Note 19 Other operating receivables

(In € millions) Dec. 31, 2015 Dec. 31, 2014 Down payments 96.0 86.7 Currency derivatives for operations 1.7 0.3 Other receivables (1) 156.2 188.9

Total 253.9 275.9

(1) Including the following amounts for VAT and other tax receivables. 150.9 181.1

Note 20 Other receivables

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Short-term portion of loans 27.7 13.5 Prepaid expenses 125.3 86.9 Current taxes 114.7 70.2 Other sundry payables 48.8 58.7

Total 316.5 229.3

In 2015, the receivables on Crédit d’Impôt pour la Compétitivité et l’Emploi (CICE) and Crédit d’Impôt Recherche (CIR) have been sold respectively for amounts of €14.3 million and 35.1 million.

50 Faurecia ANNUAL RESULTS 2015 F-40 Consolidated financial statements Notes to the consolidated financial statements 2

Note 21 Cash and cash equivalents

As of December 31, 2015, cash and cash equivalents amounted to €932.5 million including current account balances in the amount of €718.8 million (versus €728 million as of December 31, 2014) and short-term investments in the amount of €213.7 million (versus €288.9 million as of December 31, 2014). These components include current account balances and units in money market funds that are readily convertible to a known amount of cash and are not subject to a significant risk of impairment in the event of changes in interest rates. They are measured at fair value and variances are booked through P&L. The carrying amount of marketable securities is almost identical to market value as they are held on a very short term basis. Net cash flow, as mentioned in the comments on the business review and the consolidated financial statements, represents the net financing surplus adjusted for acquisitions of investments and business net of cash acquired and for changes in other investments and non-current assets. Net cash flow amounts €302.5 million in 2015 (versus €216.1 million in 2014).

Full-year 2014 in € millions Notes Full-year 2015 restated Net cash flow 302.5 216.1 Acquisitions / Sales of investments and business (net of cash and cash equivalents) from continued activities 2.3 (30.9) (33.3) Proceed from disposal of financial assets from continued activities 2.3 0 0 Other changes from continued activities 2.3 (27.3) (12.6) Acquisitions / Sales of investments and business (net of cash and cash equivalents) from discontinued activities 31 0 0 Proceed from disposal of financial assets from discontinued activities 31 0 0 Other changes from discontinued activities 31 2.2 (2.8) Surplus (used) from operating and financing activities 2.3 246.5 167.4

Note 22 Shareholders’ equity

22.1 Capital

As of December 31, 2015, Faurecia’s capital stock totaled €960,349,446 divided into 137,192,778 fully paid-in shares with a par value of €7 each. The Group’s capital is not subject to any external restrictions. Shares which have been registered in the name of the same holder for at least two years carry double voting rights. As of December 31, 2015, Peugeot S.A. held 46.62% of Faurecia’s capital and 63.22% of the voting rights. The capital and additional paid-in capital variance on the period can be analysed as follows:

Additional Number Capital stock paid-in capital of shares (in € millions) (in € millions) Dec. 31, 2014 123,925,210 867.5 430.9 OCEANE conversion 12,372,517 86.6 135.2 Capital increase (dividend paid by shares and stock options) 800,251 5.6 25.0 Attrribution of performance shares 94,800 0.7 2.0 Dec. 31, 2015 137,192,778 960.4 593.1

F-41 Faurecia ANNUAL RESULTS 2015 51 Consolidated financial statements 2 Notes to the consolidated financial statements

22.2 Employee stock options and share grants

A - Stock subscription options Stock options, share grant and free shares plans are attributed to managers of Group companies. Options granted after 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 & Scholes option pricing model. The fair value of stock options is recognized in payroll costs on a straight-line basis over the vesting period (the period between the grant date and the vesting date), with a corresponding adjustment to equity. As of December 31, 2015, a total of 636,500 stock options were outstanding. The exercise of these options would result in increasing: ccthe capital stock by €4.5 million; ccadditional paid-in capital by €20.9 million. Details of the stock subscription option plans as of December 31, 2015 are set out in the table below:

Date of Start of Board exercise Adjusted meeting Including period number Adjusted granted of options Adjusted number to senior outstanding exercise of options executive Last exercise Options Options as of Dec 31, Date of Shareholders’Meeting price (in €) granted management date exercised cancelled 2015 04/19/2005 04/18/2009 05/25/2004 54.45 321,750 142,740 04/18/2015 0 321,750 0 04/13/2006 04/12/2010 05/23/2005 45.20 340,800 168,000 04/12/2016 0 145,800 195,000 04/16/2007 04/17/2011 05/23/2005 44.69 346,200 172,800 04/17/2017 0 99,000 247,200 04/10/2008 04/10/2012 05/29/2007 28.38 357,000 174,000 04/10/2016 108,100 54,600 194,300

Total 636,500

Movements in the aggregate number of options under all of the plans in force were as follows:

2015 2014 Total at beginning of the period 931,025 1,113,600 Options granted 0 0 Options exercised (94,800) (13,300) Options cancelled and expired (199,725) (169,275)

Total at the end of the period 636,500 931,025

In accordance with IFRS 2, the four plans issued since April 19, 2005 have been measured at fair value as of the grant date. The fair value of the option is amortized over the vesting period in personnel costs, with a corresponding adjustment to equity. As was the case in 2014, the plans have not generated any expense in 2015.

52 Faurecia ANNUAL RESULTS 2015 F-42 Consolidated financial statements Notes to the consolidated financial statements 2

B – Free shares attributed In 2010 Faurecia implemented a share grant plan for executives of Group companies. These shares are subject to service and performance conditions. The fair value of this plan has been measured by reference to the market price of Faurecia’s shares at the grant date, less an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and an amount reflecting the cost of the shares being subject to a lock-up period. The corresponding expense will be deferred and recognized over the share vesting period with the corresponding adjustment to equity. The amount recognized for the period is an expense of €9.9 million, compared to €6 million in 2014. Details of the share grant plans as of December 31, 2015 are set out in the table below:

Maximum number of free shares that can be granted* for Date of Date of Shareholders’ Board reaching exceeding Meeting meeting the objective the objective Performance condition 2015 pretax income target as stated in strategic plan July 24, when granted and earning per share of Faurecia May 30, 2013 2013 797,000 1,036,100 compared to a reference group of companies 2016 pretax income target as stated in strategic plan July 28, when granted and earning per share of Faurecia May 30, 2013 2014 677,800 881,140 compared to a reference group of companies 2017 pretax income target as stated in strategic plan July 23, when granted and earning per share of Faurecia May 27, 2015 2015 668,249 868,631 compared to a reference group of companies

* Net of free shares granted cancelled.

Following the achievement of the performance conditions for the previous plans, 478,400 shares have been attributed in 2012 and 226,200 in 2014. The performance condition for the fourth plan granted by the Board of July 23, 2012 has not been met.

22.3 Treasury stock

As of December 31, 2015, Faurecia held 21,888 shares of treasury stock. The cost of the shares held in treasury stock as of December 31, 2015 totaled €1.3 million, representing an average cost of €59.3 per share.

Note 23 Minority interests

This item corresponds to minority shareholders’ interests in the equity of consolidated subsidiaries. Changes in minority interests were as follows:

(in € millions) 2015 2014 Balance as of January 1st 159.9 140.5 Increase in minority shareholder interests 32.2 1.8 Other changes in scope of consolidation 0.7 (12.4) Minority interests in net income for the year 74.1 63.2 Dividends allocated to minority interests (55.8) (47.4) Translation adjustments 0.8 14.2 Balance as of December 31 211.9 159.9

The minority interests, taken individually, are not considered as significant in comparison to the total net equity.

F-43 Faurecia ANNUAL RESULTS 2015 53 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 24 Long and short term provisions

24.1 Long-term provisions

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Provisions for pensions and other employee obligations 344.1 369.4 - Pension plan benefit obligations 187.5 200.2 - Retirement indemnities obligations 108.2 115.2 - Long-service awards 24.9 27.1 - Healthcare costs 23.5 26.9 Provisions for early retirement costs 0.0 0.0 Total long-term provisions 344.1 369.4

Long term provisions evolution

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Balance of provisions at beginning of the period 369.4 283.5 Changes in scope of consolidation 0.0 0.0 Other movements 16.1 11.5 Funding (or reversal) of provision 24.5 28.2 Expenses charged to the provision (11.2) (10.7) Payments to external funds (8.9) (8.4) Restatement differences (30.1) 65.3 IFRS 5 reclassifications (15.7) 0.0 Balance of provisions at the end of the period 344.1 369.4

24.2 Short-term provisions

A provision is booked when Group General Management has decided to streamline the organization structure and announced the program to the employees affected by it or their representatives, when relevant.

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Restructuring 64.4 87.4 Risks on contracts and customer warranties 64.6 67.0 Litigation 14.4 12.6 Other 45.0 53.2

Total short-term provisions 188.4 220.2

54 Faurecia ANNUAL RESULTS 2015 F-44 Consolidated financial statements Notes to the consolidated financial statements 2

Changes in these provisions in 2015 were as follows:

Change in scope of Balance as consolidation Balance as of Jan. 1st, Expenses Sub-total IFRS 5 and other of Dec. 31, (in € millions) 2015 Additions charged Reversal* changes reclassifications changes 2015 Restructuring 87.4 45.7 (60.5) (7.4) (22.2) (2.2) 1.4 64.4 Risks on contracts and customer warranties 67.0 42.0 (28.6) (10.2) 3.2 (5.5) (0.1) 64.6 Litigation 12.6 10.5 (4.5) (2.0) 4.0 (1.4) (0.8) 14.4 Other provisions 53.2 14.6 (16.0) (5.5) (6.9) (2.0) 0.7 45.0

Total 220.2 112.8 (109.6) (25.1) (21.9) (11.1) 1.2 188.4

* Surplus provisions.

Litigation In the normal course of business, the Group may be involved in disputes with its customers, suppliers, tax authorities in France or abroad, or other third parties. These disputes are being accrued for, and these accruals are presented in the line litigation of the above schedule. The Group considers that the residual risks and impact of these proceedings are not material. On March 25, 2014, the European Commission and the Department of Justice of the United States of America and on November 27, 2014, the Competition Commission of South Africa, initiated an enquiry covering certain suppliers of emission control systems on the basis for suspicions of anti-competitive practices in this segment. Faurecia is one of the companies covered by these enquiries. These enquiries are ongoing. In the event that anti-competitive practices are proven, possible sanctions include fines, criminal charges or civil damages. Faurecia is at present unable to predict the consequences of such inquiries including the level of fines or sanctions that could be imposed. There are no other claims or litigation in progress or pending that are likely to have a material impact on the Group’s consolidated financial position.

F-45 Faurecia ANNUAL RESULTS 2015 55 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 25 Provisions for pensions and other post employment benefits

Group employees may receive, in addition to their pensions in conformity with the applicable regulations in the countries where are located the Group companies employing them, additional benefits or retirement indemnities. The Group offers these benefits through either defined benefits or defined contribution regimes. The valuation and accounting methodologies followed by the Group are the following: ccfor defined contribution plans, costs are recognized as expenses based on contributions; ccthe liability for defined benefit plans is determined on an actuarial basis using the projected unit credit method, according the agreements effective in each concerned Group company. The valuation takes into account the probability of employees staying with the Group up to retirement age and expected future salary levels as well as other economical assumptions (such as the inflation rate, the discount rate) for each concerned zone or country. These assumptions are described in Note 25.2. Benefit obligations are partially funded by contributions to external funds. In cases where the funds are permanently allocated to the benefit plan concerned, their value is deducted from the related liability. An excess of plan assets is only recognized in the balance sheet when it represents future benefits effectively available for the Group. Periodic pension and other employee benefit costs are recognized as operating expenses over the benefit vesting period. Actuarial gains and losses on defined benefits plan are recognized in other comprehensive income. In case of a change in regime, past service costs are fully recognized as operating expenses, the benefits being fully acquired or not. The expected rate of return of defined benefits plan assets is equal to the discount rate used to value the obligation. This return is recorded in “Other financial income and expense”. The other post employment benefits mainly cover seniority bonuses as well as health care benefits. The obligation is valued using similar methodology, assumptions and frequency as the ones used for post employment benefits.

25.1 Benefit obligations

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Present value of projected obligations - Pension plan benefit obligations 331.1 322.6 - Retirement indemnities obligations 115.2 122.9 - Long-service awards 24.9 27.1 - Healthcare costs 23.5 26.9 Total 494.7 499.5 Value of plan assets : - Provisions booked in the accounts 344.1 369.4 - External funds (market value) (1) 168.3 136.9 - Plan surplus (2) (17.7) (6.8)

Total 494.7 499.5

(1) External funds mainly cover pension plan benefit obligations for €161.4 million in 2015. (2) Pension plan surpluses are included in “Other non-current assets”.

56 Faurecia ANNUAL RESULTS 2015 F-46 Consolidated financial statements Notes to the consolidated financial statements 2

25.2 Pension benefit obligations

A - Description of the plans In France, the supplementary pension scheme comprises a defined benefit plan for all managerial employees granting a rent relating to salary tranche C. In the USA, the three defined benefit pension plans are all closed to new participants, respectively since 1996, 2002 and 2011. The first plan covers 741 participants, the second one 407 and the third one 1139. In Germany, the main defined benefit pension plan still open covers 5,329 participants. The benefit granted is based on the number of years of service, starting after 15 years of presence. A specific pension scheme dedicated to the executive committee members, who benefit from an employment contract with Faurecia S.A. or one of its subsidiaries has been approved by the Board of Directors on February 11, 2015. This new scheme, defined benefit plan for French members and defined contribution plan for foreign members, grants to each beneficiary, based on final salary, a level of annual rent determined according to the group operational result and the budget approved by the Board of Directors.

B - Assumptions used The Group’s obligations under these plans are determined on an actuarial basis, using the following assumptions: ccretirement age between 62 and 65 for employees in France; ccstaff turnover assumptions based on the economic conditions specific to each country and/or Group company; ccmortality assumptions specific to each country; ccestimated future salary levels until retirement age, based on inflation assumptions and forecasts of individual salary increases for each country; ccthe expected long-term return on external funds; ccdiscount and inflation rates (or differential) based on local conditions. The main actuarial assumptions used in the past two years to measure the pension liability are as follows:

(in %) Euro Zone United Kingdom United States Discount rate 2015 2.30% 3.85% 4.16% 2014 1.85% 3.60% 3.95% Inflation rate 2015 1.80% 3.00% N/A 2014 1.80% 3.00% 2.00%

Note : the iboxx AA rate has been used as reference to determine the discount rate of the euro zone. In the United States, the pension benefit obligations (closed to new participants) are not sensitive to inflation rate. The average duration of the various plans is as follows :

(in number of years) Euro Zone United Kingdom United States Average duration 17.1 20.2 9.2

F-47 Faurecia ANNUAL RESULTS 2015 57 Consolidated financial statements 2 Notes to the consolidated financial statements

C - Information on external funds External funds are invested as follows:

2015 2014

(in %) Equities Bonds Other Equities Bonds Other France 18% 78% 4% 16% 79% 5% United Kingdom 45% 55% 0% 50% 50% 0% United States 44% 39% 17% 53% 33% 14%

Fair value of equities and bonds belongs to level 1 category (price quoted in active markets) in 2015.

D - Provisions for pension liabilities recognized on the balance sheet

2015 2014

(in € millions) France Abroad* Total France Abroad Total Balance of provisions at beginning of the period 144.5 164.1 308.6 115.2 123.0 238.2 IFRS 5 reclassifications (14.1) (0.7) (14.8) Effect of changes in scope of consolidation (provision net of plan surpluses) 0.0 0.0 0.0 0.0 0.0 0.0 Additions 14.2 7.7 21.9 8.0 13.0 21.0 Expenses charged to the provision (2.4) (4.8) (7.2) (2.4) (5.0) (7.4) Payments to external funds (1.2) (7.7) (8.9) (3.0) (5.4) (8.4) Restatement differences (5.3) (19.4) (24.7) 26.7 35.0 61.7 Other movements 0.3 2.8 3.1 (0.0) 3.5 3.5 Balance of provisions at the end of the period 136.1 142.0 278.1 144.5 164.1 308.6

* The provision for €142.0 million on Dec, 31, 2015 relates mainly to Germany (€112.4 million).

58 Faurecia ANNUAL RESULTS 2015 F-48 Consolidated financial statements Notes to the consolidated financial statements 2

E - Changes in pension liabilities

Dec. 31, 2015 Dec. 31, 2014

(in € millions) France Abroad Total France Abroad Total Projected benefit obligation At beginning of the period 157.7 287.8 445.5 129.3 230.4 359.7 IFRS 5 reclassifications (15.3) (0.7) (16.0) 0.0 0.0 0.0 Service costs 14.8 24.7 39.5 7.2 9.2 16.4 Annual restatement 2.8 8.9 11.7 4.3 9.3 13.6 Benefits paid (4.7) (10.4) (15.1) (6.4) (11.3) (17.7) Restatement differences (5.0) (21.2) (26.2) 26.3 38.1 64.4 Other movements (including translation adjustment) 0.0 10.5 10.5 0.0 12.5 12.5 Curtailments and settlements (3.2) (0.4) (3.6) (3.0) (0.4) (3.4) Effect of closures and plan amendments 0.0 0.0 0.0 0.0 0.0 0.0 At the end of the period 147.1 299.2 446.3 157.7 287.8 445.5 Value of plan assets At beginning of the period 13.2 123.7 136.9 14.1 107.4 121.5 IFRS 5 reclassifications (1.2) 0.0 (1.2) 0.0 0.0 0.0 Projected return on plan assets 0.2 25.5 25.7 0.5 5.1 5.6 Restatement differences 0.3 (1.8) (1.5) (0.4) 3.1 2.7 Other movements (including translation adjustment) (0.3) 7.7 7.4 0.0 9.0 9.0 Employer contributions 1.2 7.7 8.9 3.0 5.4 8.4 Benefits paid (2.3) (5.6) (7.9) (4.0) (6.3) (10.3) Curtailments and settlements 0.0 0.0 0.0 0.0 0.0 0.0 Effect of closures and plan amendments 0.0 0.0 0.0 0.0 0.0 0.0 At the end of the period 11.1 157.2 168.3 13.2 123.7 136.9 Balance of provisions at the end of the period 136.1 142.0 278.1 144.5 164.1 308.6

Total of variances booked in P&L during the period 14.2 7.7 21.9 8.0 13.0 21.0

These variances booked in P&L are recognized: ccin operating income for the portion relating to service cost; ccin “Other financial income and expenses” for restatement of vested rights and the projected return on external funds. Actuarial differences can be analysed as follows:

Dec. 31, 2015 in € millions France Abroad Total Detail of estimation differences of the period : - differences linked to financial assumptions 5.1 17.9 23.0 - difference linked to demographic assumptions 0.0 3.3 3.3 - other differences 0.2 (1.8) (1.6)

Total 5.3 19.4 24.7

F-49 Faurecia ANNUAL RESULTS 2015 59 Consolidated financial statements 2 Notes to the consolidated financial statements

In France, pension liability decreased by €10.6 million at year-end compared to 2014. This decrease breaks down as follows: cc+€17.6 million relating to service cost and interest cost for 2015; cc-€4.7 million relating to lump-sum retirement bonuses and rights to capital for supplementary pension schemes; cc-€3.2 million relating to headcount reduction plans in 2015; cc-€5.0 million resulting from actuarial gains and losses, including -€5.1 million relating to the discount rate, +€0.1 million relating to experience; cc-€15.3 million resulting from the reclassification of pension liability of discontinued activities.

F – Retirement pension liabilities: sensitivity to changes in the discount rate in main perimeters The impact of a 25 basis point increase in the discount rate and in the inflation rate for the projected benefit obligation is as follows:

(in %) Discount rate +0.25pp Inflation rate +0.25pp France (2,8%) +2,8% Germany (3,5%) +0,7%

25.3 Long-service awards

The Group evaluates its liability for the payment of long-service awards, given to employees based on certain seniority requirements. The Group calculates its liability for the payment of long-service awards using the same method and assumptions as for its pension liability. Provisions for long-service awards have been set aside as follows:

(in € millions) As of Dec. 31, 2015 As of Dec. 31, 2014 French companies 6.7 7.8 Foreign companies 18.2 19.3

Total 24.9 27.1

25.4 Healthcare costs

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:

(in € millions) As of Dec. 31, 2015 As of Dec. 31, 2014 Foreign companies 23.5 26.9

Total 23.5 26.9

The impact of 25 basis point increase in the discount rate and a 1 percentage point increase in healthcare cost trend would cause the following changes in the Group projected benefit obligation:

(in %) Discount rate +0,25pp Healthcare cost trend rate +1pp Projected benefit obligation (2.4)% 10.8%

60 Faurecia ANNUAL RESULTS 2015 F-50 Consolidated financial statements Notes to the consolidated financial statements 2

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

(in € millions) As of Dec. 31, 2015 As of Dec. 31, 2014 Service cost (0.1) (0.1) Interest cost* (1.1) (1.1) Curtailment 0.0 0.0

Total (1.2) (1.2)

* Interest cost is recorded under “Other financial income and expenses”.

The Group’s financial liabilities fall within the IAS 39 categories of (i) financial liabilities at fair value through profit or loss, and (ii) other financial liabilities measured at amortized cost. They are recorded on the following balance sheet items: “current financial liabilities” and “non-current financial liabilities” (Note 26), “Accrued taxes and payroll costs” (Note 27) and “Other payables” (Note 28). Financial assets and liabilities are broken down into current and non-current components for maturities at the balance sheet date: under or over a year.

Note 26 Net debt

The Group’s financial liabilities are generally measured at amortized cost using the effective interest method.

26.1 Detailed breakdown

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Bonds 692.4 709.3 Bank borrowings 246.3 288.9 Other borrowings 1.5 2.4 Obligations under finance lease 24.0 28.4 Non-current derivatives 2.0 0.0 Sub-total non-current financial liabilities 966.2 1,029.0 Current portion of long term debt 606.1 409.9 Short-term borrowings (1) 310.2 968.0 Current derivatives 2.6 5.5 Sub-total current financial liabilities 918.9 1,383.4

Total 1,885.1 2,412.4

Derivatives classified under non-current and current assets (6.8) (7.9) Cash and cash equivalents (932.5) (1,016.9) Net debt 945.8 1,387.6 Net cash and cash equivalent 932.5 1,016.9

(1) Including bank overdrafts 135.0 107.9

F-51 Faurecia ANNUAL RESULTS 2015 61 Consolidated financial statements 2 Notes to the consolidated financial statements

Discontinued operations

Non-current financial liabilities of discontinued operations 3.6 Current financial liabilities of discontinued operations 15.8 Cash and cash equivalents of discontinued operations (2.7) Net debt of discontinued operations 16.7

Total net debt synthesis

Total financial liabilities 1,904.5 Cash and cash equivalents (942.0) Total net debt 962.5

With regards to the fact that financial liabilities for discontinued operations are not material, the following analyses on debt are presented for the whole group.

26.2 Maturities of long-term debt

2021 and (in € millions) 2017 2018 2019 2020 beyond Total Bonds 0.8 0.0 0.0 0.0 691.6 692.4 Bank borrowings 61.3 25.4 12.8 136.0 10.8 246.3 Other borrowings 1.1 0.2 0.1 0.1 0.0 1.5 Obligation under finance leases 10.6 2.4 1.9 2.0 7.1 24.0

Total as of Dec. 31, 2015 73.8 28.0 14.8 138.1 709.5 964.2

26.3 Financing

The main components of Faurecia financing are described herebelow:

2016 bonds On November 9, 2011 Faurecia issued €350 million worth of bonds, due December 15, 2016. The bonds bear annual interest of 9.375% payable on June 15 and December 15 each year, as from June 15, 2012; they have been issued at 99.479% of the nominal value. An additional €140 million has been issued on February 21, 2012 with the same due date and same interest rate, at 107.5% of the nominal value; they are listed on the Luxembourg stock exchange. They include a covenant restricting the additional indebtedness if the EBITDA after some adjustments is lower than 2.5 times the gross interest costs, and restrictions on the debt similar to the ones of the syndicated credit facility. The costs related to the bond issue are expensed in P&L over the life time of the bonds. The 2016 bonds benefit from guarantees from some Group affiliates.

2019 bonds On May 3, 2012 Faurecia issued €250 million worth of bonds, due June 15, 2019. The bonds bear annual interest of 8.75% payable on June 15 and December 15 each year, as from June 15, 2012; they have been issued at 99.974% of the nominal value and are listed on the Luxembourg stock exchange. They include the same covenants as the bonds due December 2016. They do not benefit from guarantees from Group affiliates. The costs related to the bond issue are expensed in P&L over the life time of the bonds. As Faurecia announced it at the end of 2014, these obligations have been reimbursed by anticipation on April 17, 2015, after the issuance of the new 2022 bonds.

62 Faurecia ANNUAL RESULTS 2015 F-52 Consolidated financial statements Notes to the consolidated financial statements 2

2022 bonds Faurecia issued bonds, due June 15, 2022, bearing annual interest of 3.125%, payable on June 15 and December 15 each year, as from June 15, 2015. A first part of these bonds has been issued on March 17, 2015 for €500 million. An additional issuance of €200 million worth of bonds has been done on April 9, 2015, with the same due date and the same interest, at 100.25% of the nominal value. They include a covenant restricting the additional indebtedness if the EBITDA after some adjustments is lower than 2 times the gross interest costs, and restrictions on the debt similar to the ones of the syndicated credit loan. They are listed on the Irish Stock Exchange (Global Exchange Market). The costs related to the bond issue are expensed in P&L over the life time of the bonds. The 2022 bonds benefit from guarantees from some group affiliates; the entities providing these guarantees are the same as those that guarantee the 2016 bonds due December 2016. Moreover, these guarantees will automatically disappear as soon as the 2016 bonds will be fully reimbursed.

Credit facility Faurecia has renewed by anticipation its credit facility implemented in December 2011 and expiring in December 2016, which has enabled the Group to benefit from more favourable conditions than the previous credit facility, as well for its cost than for its covenants. The new credit facility, signed on December 15, 2014 is composed of one 5 years tranche for an amount of €1,200 million. As of December 31, 2015 this credit facility was not drawn. This new credit facility include only one covenant, concerning compliance with consolidated financial ratios (instead of two in the previous credit facility): the ratio Net debt*/EBITDA** has to be below 2.50; the compliance with this ratio is a condition to the availability of this credit facility. As of December 31, 2015, the Group complied with this ratio. * Net debt = published consolidated net debt. ** Operating income plus depreciation, amortization and funding of provisions for impairment of property, plant and equipment and intangible assets, corresponding to the past twelve months. Furthermore, this credit facility includes some restrictive clauses on asset disposals (disposal representing over 25% of the Group’s total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and on the debt level of some subsidiaries. The credit facility benefits from guarantees from some Group affiliates, which are the same affiliates granting the 2016 bonds. These guarantees will disappear automatically as soon as the 2016 bonds will be fully reimbursed.

OCEANE 2018 On September 18, 2012 Faurecia issued €250 million worth of OCEANE bonds convertible into or exchangeable for new or existing shares, due January 1, 2018. The bonds mature on January 1, 2018 and bear annual interest of 3.25% payable on January 1 each year, as from January 1, 2013. Each bond has a nominal value of €19.48. Subject to certain conditions, Faurecia may redeem the bonds early, at any time beginning on January 15, 2016, at a price equal to their par value plus accrued interest, provided that all of the outstanding bonds are redeemed. The bonds can be converted by their holders at any time as from their date of issue. The criteria relating to their compulsory early redemption include a clause of change of control, but they do not include an ownership clause relating to PSA. On December 7, 2015, Faurecia announced its intention to reimburse at par value on January 15, 2016 the 2018 OCEANE bonds convertible. Following the announcement of such operation, 94.5% of the OCEANE bonds have been converted as of December 31, 2015, and the nominal of remaining bonds in life at this date amounted €13.7 million. As of January 15, 2016, almost the entire amount has been converted and the residual nominal of €0.2 million has been reimbursed. As of December 31, 2015, 94.5% of the OCEANE debt component has been reclassified in equity. In accordance with IAS 39, the fair value of the OCEANE bonds is split into two components: (i) a liability component calculated based on prevailing market interest rates for similar bonds with no conversion option and (ii) an equity component corresponding to the conversion option, calculated based on the difference between the fair value of the OCEANE bonds and the liability component. These two components were recognized at the bond issue date in respective amounts of €198.3 million and €46.5 million. As of December 31, 2015 the liability component was €12.9 million.

F-53 Faurecia ANNUAL RESULTS 2015 63 Consolidated financial statements 2 Notes to the consolidated financial statements

The Group’s global contractual maturity schedule as of December 31, 2015 breaks down as follows:

Carrying Amount Remaining contractal maturities 0-3 3-6 6-12 1-5 >5 (in € millions) Assets Liabilities Total months months months years years Other non-current financial assets 69.4 69.4 69.4 Loans and receivables 36.5 36.5 36.5 Trade accounts receivables 1,696.9 1,696.9 1,678.9 18.0 Cash and non cash equivalents 932.5 932.5 932.5 Interests on: Syndicated credit facility 0.0 0.0 Bonds (3.0) (199.1) (33.9) (33.9) (109.4) (21.8) OCEANE (0.4) (0.4) (0.4) Other long term borrowings (4.7) (4.7) (1.9) (0.3) (2.5) Obligations under finance leases (ST portion) (7.1) (7.1) (6.6) (0.3) (0.2) Other current financial liabilities (398.0) (398.0) (275.7) (45.2) (77.1) Trade accounts payable (3,449.7) (3,449.7) (3,400.8) (16.5) (32.4) Bonds (excluding interest) 2018 OCEANE (12.9) (13.7) (13.7) ORA (0.8) (0.8) (0.2) (0.2) (0.4) 2016 Bonds (490.1) (490.0) (490.0) 2022 Bonds (691.6) (700.0) (700.0) Bank borrowings Syndicated credit facility 0.0 0.0 Other (246.3) (246.3) (235.5) (10.8) Other borrowings (1.6) (1.6) (1.6) Obligations under finance leases (LT portion) (24.0) (24.0) (16.9) (7.1) Interest rate derivatives (2.0) (2.0) (0.2) (0.2) (0.4) (1.2) cc o/w cash flow hedges (2.0) (2.0) (0.2) (0.2) (0.4) (1.2) cc o/w derivatives not qualifying for hedge accounting under IFRS Currency hedges 8.5 (7.6) 0.9 3.0 (2.0) (0.1) 0.0 cc o/w fair value hedges 7.9 (2.6) 5.3 5.3 cc o/w cash flow hedges 0.4 (5.0) (4.6) (2.5) (2.0) (0.1) cc o/w derivatives not qualifying for hedge accounting under IFRS 0.2 0.0 0.2 0.2

Total 2,743.8 (5,339.8) (2,801.2) (1,085.1) (80.7) (637.0) (258.7) (739.7)

64 Faurecia ANNUAL RESULTS 2015 F-54 Consolidated financial statements Notes to the consolidated financial statements 2

26.4 Analysis of borrowings

As of December 31, 2015, the floating rate portion was 28.1% of borrowings before taking into account the impact of hedging. Derivatives have been set up to partially hedge interest payable on variable rate borrowings against increases in interest rates (see Note 30.2).

(in € millions) Dec. 31, 2015 Variable rate borrowings 534.7 28.1% Fixed rate borrowings 1,369.8 71.9%

Total 1,904.5 100.0%

Borrowings, taking into account exchange rate swaps, break down by repayment currency as follows:

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Euros 1,469.1 77.2% 1,815.2 75.3% US Dollars 397.1 20.8% 447.1 18.5% Other currencies 38.3 2.0% 150.1 6.2%

Total 1,904.5 100.0% 2,412.4 100.0%

In 2015, the weighted average interest rate on gross outstanding borrowings was 5.12%.

F-55 Faurecia ANNUAL RESULTS 2015 65 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 27 Accrued taxes and payroll costs

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Accrued payroll costs 276.2 286.5 Payroll taxes 142.4 147.4 Employee profit-sharing 22.4 19.3 Other accrued taxes and payroll costs 98.0 126.4

Total 539.0 579.6

Note 28 Sundry payables

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Due to suppliers of non-current assets 112.6 76.2 Prepaid income 15.3 17.1 Current taxes 46.0 52.1 Other 56.8 63.1 Currency derivatives for operations 5.0 6.4

Total 235.7 214.9

66 Faurecia ANNUAL RESULTS 2015 F-56 Consolidated financial statements Notes to the consolidated financial statements 2

Note 29 Financial instruments

29.1 Financial instruments recorded in the balance sheet

Dec. 31, 2015 Breakdown by category of instrument (1) Financial assets/ Financial liabilities assets/ Financial Financial Carrying at fair liabilities liabilities liabilities Balance amount not value at fair measured measured sheet defined as through value Available- at at carrying financial profit or through for-sale Loans and amortized amortized (In € millions) amount instruments loss (2) equity (2) assets receivables cost cost Other equity interests 15.6 15.6 15.6 Other non-current financial assets 69.4 69.4 69.4 Trade accounts receivables 1,696.9 1,696.9 1,696.9 Other operating receivables 253.9 1.7 252.2 253.9 Other receivables and prepaid expenses 316.5 41.5 275.0 275.0 Currency derivatives 6.8 6.4 0.4 6.8 Interest rate derivatives 0.0 0.0 Cash and cash equivalents 932.5 932.5 932.5 Financial assets 3,291.6 41.5 940.6 0.4 15.6 2,293.5 0.0 3,250.1 Long-term debt* 966.2 1.6 964.6 965.4 Short-term debt 918.9 918.9 978.4 Prepayments from customers 125.9 125.9 Trade payables 3,449.7 3,449.7 Accrued taxes and payroll costs 539.0 539.0 Sundry payables 235.7 15.3 2.6 7.0 210.8 Of which Currency derivatives 7.6 2.6 5.0 Interest rate derivatives 2.0 2.0

Financial liabilities 6,235.4 16.9 2.6 7.0 0.0 4,325.4 1,883.5 1,943.8 (1) No financial instruments were transferred between categories during the year. (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. * The fair value of the OCEANE 2018 was established on the base of the end of year valuation (Dec. 31, 2015) of €46.0 at €32.3 million. In the balance sheet, OCEANE are recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The fair value of the bonds, excluding accrued interest, was established on the base of the end of year valuation (Dec. 31, 2015): for the 2016 bonds quoted 108.296% of par, at €530.7 million and for the 2022 bonds quoted 98.916% of par, at €692.4 million.

F-57 Faurecia ANNUAL RESULTS 2015 67 Consolidated financial statements 2 Notes to the consolidated financial statements

Dec. 31, 2014 Breakdown by category of instrument (1) Financial assets/ Financial liabilities assets/ Financial Financial Carrying at fair liabilities liabilities liabilities Balance amount not value at fair measured measured sheet defined as through value Available- at at carrying financial profit or through for-sale Loans and amortized amortized (In € millions) amount instruments loss (2) equity (2) assets receivables cost cost Other equity interests 14.6 14.6 14.6 Other non-current financial assets 62.7 62.7 62.7 Trade accounts receivables 1,677.0 1,677.0 1,677.0 Other operating receivables 275.9 0.3 275.9 276.2 Other receivables and prepaid expenses 229.3 57.8 171.5 171.5 Currency derivatives 8.2 7.6 0.3 7.9 Interest rate derivatives 0.0 0,0 Cash and cash equivalents 1,016.9 1,016.9 1016.9 Financial assets 3,284.6 57.8 1,024.8 0.3 14.6 2,187.1 0.0 3,226.8 Long-term debt* 1,029.0 2.4 1,026.6 1,247.7 Short-term debt 1,377.9 1,377.9 1,384.0 Prepayments from customers 98.4 98.4 98.4 Trade payables 3,311.5 3,311.5 3,311.5 Accrued taxes and payroll costs 586.0 586.0 586.0 Sundry payables 214.9 17.1 4.5 7.4 185.9 197.8 Of which Currency derivatives 10.9 4.5 6.4 10.9 Interest rate derivatives 1.0 1.0 1.0 Financial liabilities 6,617.7 19.5 4.5 7.4 0.0 4,181.8 2,404.5 6,837.3 (1) No financial instruments were transferred between categories during the year. (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. * The fair value of the OCEANE 2018 was established on the base of the end of year valuation (Dec. 31, 2014) of €28.8 at €369.6 million. In the balance sheet, OCEANE are recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The fair value of the bonds, excluding accrued interest, was established on the base of the end of year valuation (Dec. 31, 2014): for the 2016 bonds quoted 113.964% of par, at €558.4 million and for the 2019 bonds quoted 108.923% of par, at €272.3 million.

The main measurement methods applied are as follows: ccitems accounted for at fair value through profit or loss, as well as hedging instruments, are measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank; ccfinancial assets are primarily recognized at amortized cost calculated using the effective interest rate method; ccthe fair value of trade receivables and payables related to manufacturing and sales operations corresponds to their carrying value in view of their very short maturities.

68 Faurecia ANNUAL RESULTS 2015 F-58 Consolidated financial statements Notes to the consolidated financial statements 2

The impact of financial instruments on income:

2015 Breakdown by category of instrument Financial Fair value assets Payables Impact through available Loans and at cost Instruments (in € millions) Income income for sale receivables amortized derivatives Translation differences on commercial transactions (7.7) (8.8) 1.1 Income on loans, cash investments and marketable securities 12.1 12.1 Finance costs (173.6) (173.6) Other financial income and expenses (45.2) (45.0) (0.2) Net income (expense) (214.4) 3.3 0.0 (45.0) (173.6) 0.9

2014 Breakdown by category of instrument Financial Fair value assets Payables Impact through available Loans and at cost Instruments (in € millions) Income income for sale receivables amortized derivatives Translation differences on commercial transactions (2.2) (2.2) Income on loans, cash investments and marketable securities 7.9 7.9 Finance costs (186.6) (186.6) Other financial income and expenses (60.0) (70.1) 10.1 Net income (expense) (240.9) 7.9 0.0 (70.1) (186.6) 7.9

As of December 31, 2015, movements in provisions for impairment break down as follows by category of financial asset:

Change in scope of Balance as Reversals IFRS 5 consolidation Balance as of Jan. 1st, (surplus reclassifica- and other of Dec. 31, (in € millions) 2015 Additions Utilizations provisions) tions changes 2015 Doubtful accounts (25.3) (13.4) 18.6 0.0 1.1 (0.2) (19.2) Shares in non-consolidated companies (3.3) 0.0 1.5 0.0 0.0 0.0 (1.8) Non-current financial assets (24.6) (9.7) 5.4 0.0 1.3 (0.4) (28.0) Other receivables (9.5) (2.8) 0.0 0.0 0.4 (6.5) (18.4)

Total (62.7) (25.9) 25.5 0.0 2.8 (7.1) (67.4)

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 (prices quoted in active markets) for short-term cash investments and Level 2 (measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank based on market data) for currency and interest rate instruments.

F-59 Faurecia ANNUAL RESULTS 2015 69 Consolidated financial statements 2 Notes to the consolidated financial statements

Note 30 Hedging of currency and interest rate risks

30.1 Transactions in foreign currency and hedgings

Transactions in foreign currency are converted at the exchange rate prevailing on the transaction date. Receivables and payables are converted at the year-end exchange rate. Resulting gain or loss is recorded in the income statement as operating income or expenses for operating receivables and payables, and under “Other financial income and expense” for other receivables and payables. Faurecia uses derivative instruments traded on organized markets or purchased over-the-counter from first-rate counterparties to hedge currency and interest rate risks. They are recorded at fair value in the balance sheet.

30.2 Hedging of currency risks

Currency risks relating to the commercial transactions of the Group’s subsidiaries are managed centrally by Faurecia using forward purchase and sale contracts and options as well as foreign currency financing. 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. Currency risks on forecast transactions are hedged on the basis of estimated cash flows determined in forecasts validated by General Management; these forecasts are updated on a regular basis. The related derivatives are classified as cash flow hedges when there is a hedging relationship that satisfies the IAS 39 criteria. Subsidiaries with a functional currency different from the euro are granted inter-company loans in their operating currencies. Although these loans are refinanced in euros and eliminated in consolidation, they contribute to the Group’s currency risk exposure and are therefore hedged through swaps. The effective portion of changes in the fair value of instruments used to hedge future revenues is recorded in equity and taken to operating income when the hedged revenues are received. Changes in the fair value of instruments used to hedge trade receivables and payables are recorded as operating income or expense. The portion of the change in fair value of these hedges that is ineffective (time value of the hedges) is recorded under “Other financial income and expense” together with changes in the fair value of instruments used to hedge other receivables and payables.

As of December 31, 2015

Currency exposure (in € millions) USD CZK CAD RUB GBP PLN MXN ZAR Trade receivables (net of payables) 1.0 (6.5) 0.0 0.0 0.0 (13.1) 0.0 11.1 Financial assets (net of liabilities)* 375.9 0.0 (11.2) 11.7 (53.7) 0.0 0.0 26.6 Forecast transactions** 43.2 (56.3) (9.1) 37.6 1.2 (135.1) (57.1) (18.8) Net position before hedging 420.1 (62.8) (20.3) 49.3 (52.5) (148.2) (57.1) 18.9 Currency hedges (418.7) 58.0 21.9 (40.5) 53.7 140.9 52.3 (26.6) Net position after hedging 1.4 (4.9) 1.6 8.7 1.2 (7.3) (4.8) (7.7) * Including inter-company financing. ** Commercial exposure anticipated over the next 6 months.

70 Faurecia ANNUAL RESULTS 2015 F-60 Consolidated financial statements Notes to the consolidated financial statements 2

As of December 31, 2014

Currency exposure (in € millions) USD CZK CAD RUB GBP PLN ZAR Trade receivables (net of payables) 17.2 0.0 0.0 0.0 (1.7) (16.9) (0.3) Financial assets (net of liabilities)* 357.1 0.0 115.6 (3.0) (68.6) 0.0 34.5 Forecast transactions** 41.4 (59.3) (9.6) 43.0 20.4 (108.1) (0.8) Net position before hedging 415.7 (59.3) 106.0 40.0 (49.9) (125.0) 33.4 Currency hedges (415.6) 50.7 (109.5) (2.1) 50.4 117.4 (37.8) Net position after hedging 0.1 (8.6) (3.6) 37.9 0.5 (7.6) (4.3) * Including inter-company financing. ** Commercial exposure anticipated over the next 6 months.

Hedging instruments are recognized in the balance sheet at fair value. Said value is determined based on measurements confirmed by banking counterparts.

Information on hedged notional amounts

Carrying amount Maturities

(in € millions) Notional 1 to 5 As of December 31, 2015 Assets Liabilities amount* < 1 year years > 5 years Fair value hedges - forward currency contracts 1.1 0.0 29.0 29.0 0.0 0.0 - inter-company loans in foreign currencies swapped for euros 6.8 (2.6) 555.2 555.2 0.0 0.0 - cross-currency swaps 0.0 0.0 0.0 0.0 0.0 0.0 Cash flow hedges - forward currency contracts 0.4 (5.0) 327.3 327.3 0.0 0.0 Not eligible for hedge accounting 0.2 0.0 41.9 41.9 0.0 0.0 8.5 (7.6)

* Notional amounts based on absolute values.

Carrying amount Maturities

(in € millions) Notional 1 to 5 As of December 31, 2014 Assets Liabilities amount* < 1 year years > 5 years Fair value hedges - forward currency contracts 0.0 0.0 2.5 2.5 0.0 0.0 - inter-company loans in foreign currencies swapped for euros 5.6 (4.5) 753.8 753.8 0.0 0.0 - cross-currency swaps 2.3 0.0 17.4 9.1 8.3 0.0 Cash flow hedges - forward currency contracts 0.2 (6.4) 281.5 281.5 0.0 0.0 Not eligible for hedge accounting 0.1 0.0 2.1 2.1 0.0 0.0 8.2 (10.9)

* Notional amounts based on absolute values.

F-61 Faurecia ANNUAL RESULTS 2015 71 Consolidated financial statements 2 Notes to the consolidated financial statements

The sensitivity of Group income and equity as of December 31, 2015 to a fluctuation in exchange rates against the euro is as follows for the main currencies to which the Group is exposed:

Currency (in € millions) USD CZK CAD RUB GBP PLN ZAR As of December 31, 2015 1.09 27.02 1.51 80.67 0.73 4.26 16.95 Currency fluctuation scenario (depreciation of currency/EUR) 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Exchange rate after currency depreciation 1.14 28.37 1.59 84.71 0.77 4.48 17.80

Impact on pre-tax income (in € millions) (0.73) 0.32 0.56 1.33 0.13 0.59 (0.62)

Impact on equity (in € millions) 1.81 (2.76) 0.03 0.00 0.00 (6.67) 0.00

These impacts reflect (i) the effect on the income statement of currency fluctuations on the year-end valuation of assets and liabilities recognized on the balance sheet, net of the impact of the change in the intrinsic value of hedging instruments (both those qualifying and not qualifying as fair value hedges) and (ii) the effect on equity of the change in the intrinsic value of hedging instruments for derivatives qualifying as cash flow hedges.

30.3 Interest-rate hedges

Faurecia manages the hedging of interest rate risks on a central basis. Said management is implemented 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. Changes in the fair value of interest rate hedges are recorded directly in “Other financial income and expense” when the hedging relationship cannot be demonstrated under IAS 39, or where the Group has elected not to apply hedge accounting principles. 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.

More than 5 Under 1 year 1 to 2 years 2 to 5 years years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec. 31, 2015 rate Rate rate Rate rate Rate rate Rate rate Rate Financial assets 942,0 942,0 Financial liabilities (516,7) (412,1) (36,2) (21,8) (90,3) (100,8) (726,6) 0,0 (1 369,8) (534,7) Net position before hedging (516,7) 529,9 (36,2) (21,8) (90,3) (100,8) (726,6) 0,0 (1 369,8) 407,3 Interest rate hedges 0,0 0,0 (50,0) 50,0 (400,0) 400,0 0,0 0,0 (450,0) 450,0 Net position after hedging (516,7) 529,9 (86,2) 28,2 (490,3) 299,2 (726,6) 0,0 (1 819,8) 857,3

More than 5 Under 1 year 1 to 2 years 2 to 5 years years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec. 31, 2014 rate Rate rate Rate rate Rate rate Rate rate Rate Financial assets 1 016,9 1 016,9 Financial liabilities (258,6) (1 106,4) (565,8) (77,3) (306,1) (68,1) (26,5) (3,6) (1 157,0) (1 255,4) Net position before hedging (258,6) (89,5) (565,8) (77,3) (306,1) (68,1) (26,5) (3,6) (1 157,0) (238,5) Interest rate hedges (470,0) 470,0 0,0 0,0 0,0 0,0 0,0 0,0 (470,0) 470,0 Net position after hedging (728,6) 380,5 (565,8) (77,3) (306,1) (68,1) (26,5) (3,6) (1 627,0) 231,5

72 Faurecia ANNUAL RESULTS 2015 F-62 Consolidated financial statements Notes to the consolidated financial statements 2

The main components of the fixed rate debt are: ccthe bonds due December 2016 issued in November 2011 and February 2012 for a total amount of €490 million; ccthe bonds due December 2022 issued in March and April 2015 for a total amount of €700 million. Approximately half of the gross borrowings (syndicated credit loan, short term loans, commercial paper) are at variable or renewable rates. The aim of the Group’s interest rate hedging policy is to reduce the impact of changes in short-term rates on earnings. The hedges comprise mainly euro-denominated interest rate swaps. In order to benefit from historically low interest rates, 2- and 3-year maturity hedges have been set up during the first half of 2015. These hedges cover a part of the interest on variable rate borrowings, due in 2016 and 2017, against a rise in rates. Interest rate hedging instruments are recognized in the balance sheet at fair market value. Such value is determined based on measurements of market data, confirmed by banking counterparties. The notional amounts of the Group’s interest rate hedges break down as follows:

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2015 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 0.0 0.0 0.0 0.0 Variable-rate rate/fixed rate swaps 0.0 (2.0) 0.0 450.0 0.0 Accrued premiums payable 0.0 0.0 0.0 0.0 0.0 0.0 (2.0) 0.0 450.0 0.0

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2014 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 0.0 0.0 0.0 0.0 Variable-rate rate/ fixed rate swaps 0.0 (1.0) 470.0 0.0 0.0 Accrued premiums payable 0.0 0.0 0.0 0.0 0.0 0.0 (1.0) 470.0 0.0 0.0

A part of the Group borrowings being at variable rates as stated in Note 26.4, a rise in short-term rates would therefore have an impact on financial expense. The sensitivity tests performed, assuming a 100 bp increase in average interest rates compared to the rate curve as of December 31, 2015 show that the effect on financial expense (before taxes) would not be significant, taking into account the profile of the Group’s borrowings and derivatives in place as of December 31, 2015.

30.4 Counterpart risk on derivatives

Faurecia’s counterparty risk connection with its derivatives is not significant as the majority of its derivatives are arranged with banks with strong ratings that form part of its banking pool. The consideration of derivatives compensation agreements existing with counterparts, is summarized as follows:

(d) Related amounts not set off in the balance sheet (not fullfilingIAS 32 (a) (b) (c) = (a) - (b) compensation criteria) (e) = (c) - (d) Gross Amounts Net amounts Financial assets as of Gross amount compensated presented in December 31, 2015 value (before (accoprding to the balance Financial Collaterals (in € millions) compensation) IAS 32) sheet instruments received Net amount Derivatives 7.99 0.00 7.99 11.28 0.00 (3.29) Other financial instruments 0.00 0.00 0.00 0.00 0.00 0.00

Total 7.99 0.00 7.99 11.28 0.00 (3.29)

F-63 Faurecia ANNUAL RESULTS 2015 73 Consolidated financial statements 2 Notes to the consolidated financial statements

(d) Related amounts not set off in the balance sheet (not fullfiling IAS32 (a) (b) (c) = (a) - (b) compensation criteria) (e) = (c) - (d) Gross Amounts Net amounts Financial liabilities as of Gross amount compensated presented in December 31, 2014 value (before (accoprding to the balance Financial Collaterals (in € millions) compensation) IAS 32) sheet instruments received Net amount Derivatives 9.54 0.00 9.54 11.28 0.00 (1.73) Other financial instruments 0.00 0.00 0.00 0.00 0.00 0.00

Total 9.54 0.00 9.54 11.28 0.00 (1.73)

Note 31 Net assets held for sale and discontinued activities

Non-current assets or disposal groups are held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable. These assets (or disposal groups) are presented separately on a line “assets held for sale” in the consolidated balance sheet when they are significant. The asset (or disposal group) is being measured on initial recognition at the lower of its carrying amount and fair value less costs to sell. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the consolidated balance sheet. An operation considered as held for sale is defined as a component of the Group, for which either a sale is ongoing, or being classified as assets or a disposal group as held for sale, and representing a business or a geographical area significant for the group, or a business acquired only to be sold. The contribution of discontinued activities is made of:

(in € millions) 2015 2014 Sales 1,921.5 1,952.3 Cost of sales (1,751.2) (1,784.5) Research and development costs (18.7) (20.7) Selling and administrative expenses (69.0) (68.5) Operating income (loss) 82.6 78.6 Other non operating income 1.1 0.0 Other non operating expense (0.1) (6.7) Income from loans, cash investments and marketable securities 0.2 0.1 Finance costs (3.8) (4.5) Other financial income and expense (0.4) (0.5) Income (loss) before tax of fully consolidated companies 79.6 67.0 Current taxes (24.7) (27.5) Deferred taxes 7.1 7.2 Net income (loss) of fully consolidated companies 62.0 46.7 Share of net income of associates (1.2) (3.6) Net income of discontinued operations 60.8 43.1 Attributable to owners of the parent 60.8 43.1 Attributable to minority interests 0.0 0.0

74 Faurecia ANNUAL RESULTS 2015 F-64 Consolidated financial statements Notes to the consolidated financial statements 2

In the same way, the lines “assets held for sale” and “Liabilities linked to assets held for sale” in the consolidated balance sheet can be analysed as follows:

Assets

(in € millions) Dec. 31, 2015 Goodwill 125.4 Intangible assets 28.7 Property, plant and equipment 244.7 Investments in associates 0.2 Other equity interests 0.0 Other non-current financial assets 1.0 Other non-current assets 0.9 Deferred tax assets 11.1 Total non-current assets 412.0 Inventories, net 123.1 Trade accounts receivables 38.0 Other operating receivables 15.9 Other receivables 21.7 Other current financial assets 0.0 Cash and cash equivalents 2.7 Total current assets 201.4

Total assets 613.4

Liabilities

(in € millions) Dec. 31, 2015 Long-term provisions 18.1 Non-current financial liabilities 3.6 Other non-current liabilities 0.0 Deferred tax liabilities 11.2 Total non-current liabilities 32.9 Short-term provisions 7.4 Current financial liabilities 15.8 Prepayments from customers 11.6 Trade payables 230.9 Accrued taxes and payroll costs 62.5 Sundry payables 14.7 Total current liabilities 342.9

Total liabilities 375.8

F-65 Faurecia ANNUAL RESULTS 2015 75 Consolidated financial statements 2 Notes to the consolidated financial statements

Finally, the lines “Operating cash flows from discontinued activities”, “Investing cash flows from discontinued activities” and “Financing cash flows from discontinued activities” in the consolidated cash flow statement are made of:

Full Year (in € millions) Full Year 2015 2014 restated I- discounted operating ACTIVITIES Operating Income (Loss) 82.6 78.6 Depreciations and amortizations of assets 56.3 49.9 EBITDA 138.9 128.5 Operating short-term and long term provisions (1.7) 4.5 Capital (gains) losses on disposals of operating assets (0.5) 0.0 Paid restructuring (1.2) (5.3) Paid finance costs net of income (3.4) (4.6) Other income and expenses paid 0.8 (5.0) Paid taxes (24.1) (27.0) Dividends from associates 0.0 0.0 Change in working capital requirement 24.7 53.6 Change in inventories (29.3) 57.6 Change in trade accounts receivables 62.1 2.7 Change in trade payables 5.5 (32.0) Change in other operating receivables and payables (6.7) 31.4 Change in other receivables and payables (excl. Tax) (6.9) (6.1)

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES OF DISCONTINUED ACTIVITIES 133.5 144.6

II- INVESTING ACTIVITIES FROM DISCONTINUED ACTIVITIES Additionals to property, plant and equipment (54.4) (44.5) Additionals intangible assets (0.4) (0.5) Capitalized development costs (12.6) (7.5) Acquisitions / Sales of investments and business (net of cash and cash equivalents) 0.0 0.0 Proceeds from disposal of property, plant and equipment 3.4 1.2 Proceed from disposal of financial assets 0.0 0.0 Change in investment-related receivables and payables (3.2) (1.4) Other changes 2.2 (2.8)

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES FROM DISCONTINUED ACTIVITIES (65.0) (55.5)

CASH PROVIDED (USED) BY OPERATING AND INVESTING ACTIVITIES (I)+(II) FROM DISCONTINUED ACTIVITIES 68.5 89.1 III- FINANCING ACTIVITIES FROM DISCONTINUED ACTIVITIES Issuance of debt securities and increase in other financial liabilities (33.4) (25.8) Repayment of debt and other financial liabilities (4.8) (2.6)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES FROM DISCONTINUED ACTIVITIES (38.2) (28.4)

76 Faurecia ANNUAL RESULTS 2015 F-66 Consolidated financial statements Notes to the consolidated financial statements 2

Note 32 Commitments given and contingent liabilities

Commitments given regarding continued operations

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Future minimum lease payments under operating leases 433.6 487.7 Debt collateral: - mortgages 5.6 6.3 Other debt guarantees 65.7 66.0 Firm orders for property, plant and equipment and intangible assets 105.2 98.1 Other 2.2 1.9

Total 612.3 660.0

Commitments given regarding disccontinued operations

(in € millions) Dec. 31, 2015 Future minimum lease payments under operating leases 79.8 Debt collateral: - mortgages 0.0 Other debt guarantees 11.5 Firm orders for property, plant and equipment and intangible assets 10.6 Other 0.0

Total 101.9

Future minimum lease payments under operating leases break down as follows:

(in € millions) Dec. 31, 2015 Dec. 31, 2014 N+1 107.7 95.3 N+2 86.8 76.0 N+3 73.7 63.5 N+4 60.8 55.4 N+5 and above 184.4 197.5

Total 513.4 487.7

F-67 Faurecia ANNUAL RESULTS 2015 77 Consolidated financial statements 2 Notes to the consolidated financial statements

Expiry dates of mortgages and guarantees:

As of (in € millions) Dec. 31, 2015 - less than a year 58.8 - 1 to 5 years 15.4 - more than 5 years 8.6

TOTAL 82.8

Note 33 Related party transactions

33.1 Transactions with PSA Peugeot Citroën

The Faurecia group is managed independently and transactions with the PSA Peugeot Citroën group are conducted at arm’s length terms. These transactions (including with companies accounted for by the equity method by the PSA Peugeot Citroën group) are recognized as follows in the Group’s consolidated financial statements:

(in € millions) Dec. 31, 2015 Dec. 31, 2014 Sales 2,178.8 1,976.1 of which discontinued operations 269.7 243.2 Purchases of products, services and materials 17.4 14.8 Receivables* 438.8 430.4 of which discontinued operations 40.8 0.0 Trade Payables 24.5 23.6 of which discontinued operations 3.2 0.0

* Before no-recourse sales of receivables amounting to: 175.5 167.2

33.2 Management compensation

Total compensation for 2015 awarded to the members of the Board of Directors and the Group Executive Committee serving in this capacity as at December 31, 2015 amounted to €9,258,730, including directors’ fees of €413,200, compared with the year-earlier figures of €7,379,663 and €396,359 respectively. No Faurecia stock subscription options were awarded to management in 2015.

78 Faurecia ANNUAL RESULTS 2015 F-68 Consolidated financial statements Notes to the consolidated financial statements 2

Note 34 Fees paid to the Statutory Auditors

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

(in € millions) 2015 2014 2015 2014 2015 2014 2015 2014 Audit Statutory and contracutual audits 3.8 3.1 95.0% 100.0% 4.8 4.4 88.9% 100.0% Issuer 0.5 0.4 12.5% 12.9% 0.7 0.5 13.0% 11.4% Fully consolidated companies 3.3 2.7 82.5% 87.1% 4.1 3.9 75.9% 88.6% Other services relating directly to the auditor’s duties 0.2 0.0 5.0% 0.0% 0.6 0.0 11.1% 0.0% Issuer 0.2 0.0 5.0% 0.0% 0.6 0.0 11.1% 0.0% Fully consolidated companies 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% Sub-total 4.0 3.1 100.0% 100.0% 5.4 4.4 100.0% 100.0% Other services provided by the network to fully consolidated companies (legal and tax advisory services) Issuer 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% 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 4.0 3.1 100.0% 100.0% 5.4 4.4 100.0% 100.0%

Note 35 Information on the consolidating company

The consolidated accounts of the Faurecia group are included in the consolidated financial statements of its parent, the PSA Peugeot Citroën group, 75 avenue de la Grande-Armée, 75116 Paris, France. As of December 31, 2015, Peugeot S.A. held 46.62% of the capital and 63.22% of the voting rights of Faurecia S.A.

Note 36 Dividends

The Board of Directors has decided to propose at the next Shareholders’ Meeting a dividend of €0.65 per share.

F-69 Faurecia ANNUAL RESULTS 2015 79 Consolidated financial statements 2 Consolidated Companies as of Dec. 31, 2015

Consolidated Companies as of Dec. 31, 2015

Interest of the parent Country company (%) Stake (%) (1) I - Fully Consolidated Companies Faurecia France Holding Holding South Africa Faurecia Exhaust Systems South Africa, Ltd South Africa 100 100 Faurecia Interior Systems South Africa (Pty), Ltd South Africa 100 100 Faurecia Interior Systems Pretoria (Pty), Ltd South Africa 100 100 Faurecia Emission Control Technologies South Africa (CapeTown) (Pty), Ltd South Africa 100 100 Germany Faurecia Autositze GmbH Germany 100 100 Faurecia Kunststoffe Automobilsysteme GmbH Germany 100 100 Faurecia Abgastechnik GmbH Germany 100 100 Faurecia Angell - Demmel GmbH Germany 100 100 Faurecia Automotive GmbH Germany 100 100 Faurecia Innenraum Systeme GmbH Germany 100 100 Faurecia Emissions Control Technologies, Germany GmbH Germany 100 100 Faurecia Emissions Control Technologies, Novaferra GmbH Germany 100 100 Faurecia Emissions Control Technologies, Finnentrop GmbH Germany 100 100 Faurecia Exteriors GmbH Germany 100 100 Argentina Faurecia Sistemas De Escape Argentina S.A. Argentina 100 100 Faurecia Argentina S.A. Argentina 100 100 Faurecia Exteriors Argentina Argentina 100 100 Belgium Faurecia Automotive Belgium Belgium 100 100 Faurecia Industrie N.V. Belgium 100 100 Faurecia Automotive Exteriors Belgium Belgium 100 100 Automotive Exteriors Belgium Belgium 100 100 Brazil Faurecia Automotive do Brasil Ltda Brazil 100 100 Faurecia Emissions Control Technologies do Brasil S.A. Brazil 100 100 Canada Faurecia Automotive Seating Canada, Ltd Canada 100 100 Faurecia Emissions Control Technologies Canada, Ltd Canada 100 100 China Faurecia Exhaust Systems Changchun Co., Ltd (ex- CLEC) China 51 100 Changchun Faurecia Xuyang Automotive Seat Co., Ltd (CFXAS) China 60 100

(1) Cumulated percentages of interest for fully consolidated companies.

80 Faurecia ANNUAL RESULTS 2015 F-70 Consolidated financial statements Consolidated Companies as of Dec. 31, 2015 2

Interest of the parent Country company (%) Stake (%) (1) Faurecia - GSK (Wuhan) Automotive Seating Co., Ltd China 51 100 Faurecia (Wuxi) Seating Components Co., Ltd China 100 100 Faurecia Tongda Exhaust Systems Wuhan Co., Ltd (ex- TEEC) China 50 100 Faurecia Honghu Exhaust Systems Shanghai, Co., Ltd (ex- SHEESC) China 66 100 Faurecia (Changchun) Automotive Systems Co., Ltd China 100 100 Faurecia Emissions Control Technologies Development (Shanghai) Co., Ltd China 100 100 Faurecia (Wuhan) Automotive Seating Co., Ltd China 100 100 Faurecia (Shanghai) Automotive Systems Co., Ltd China 100 100 Faurecia (Qingdao) Exhaust Systems Co., Ltd China 100 100 Faurecia (Wuhu) Exhaust Systems Co., Ltd China 100 100 Faurecia (China) Holding Co., Ltd China 100 100 Faurecia (Guangzhou) Automotive Systems Co., Ltd China 100 100 Faurecia Emissions Control Technologies (Shanghai) Co., Ltd China 66 100 Faurecia Emissions Control Technologies (Chongqing) Co., Ltd China 72,5 100 Faurecia Emissions Control Technologies (Yantaï) Co., Ltd China 100 100 Faurecia (Chengdu) Emission Control Technologies Co., Ltd China 51 100 Faurecia (Nanjing) Automotive Systems Co., Ltd China 100 100 Faurecia (Shenyang) Automotive Systems Co., Ltd China 100 100 Faurecia (Wuhan) Automotive Components Systems Co., Ltd China 100 100 Changchun Faurecia Xuyang Interior Systems Co., Ltd China 60 100 Chongqing Guangneng Faurecia Interior Systems Co., Ltd China 50 100 Chengdu Faurecia Limin Automotive Systems Co., Ltd China 79,19 100 Faurecia (Yancheng) Automotive Systems Co., Ltd China 100 100 Faurecia NHK (Xiangyang) Automotive Seating Co., Ltd China 51 100 Faurecia Emissions Control Technologies (Beijing) Co., Ltd China 100 100 Faurecia Emissions Control Technologies (Nanchang) Co., Ltd China 51 100 Faurecia Emissions Control Technologies (Ningbo) Co., Ltd China 91 100 Faurecia Emissions Control Technologies (Foshan) Co., Ltd China 51 100 Foshan Faurecia Xuyang Interior Systems Co., Ltd China 60 100 Faurecia PowerGreen Emissions Control Technologies (Shanghaï) Co., Ltd China 91 100 Faurecia Emissions Control Technologies (Ningbo Hangzhou Bay New District) Co., Ltd China 66 100 Shanghai Faurecia Automotive Seating Co., Ltd China 55 100 Changsha Faurecia Emissions Control Technologies Co., Ltd China 100 100 Dongfeng Faurecia Automotive Interior Systems Co., Ltd China 50 100 South Korea Faurecia Emissions Control Systems Korea, Ltd (ex-Daeki) South Korea 100 100 Faurecia Trim Korea, Ltd South Korea 100 100 Faurecia Shin Sung Co., Ltd South Korea 60 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-71 Faurecia ANNUAL RESULTS 2015 81 Consolidated financial statements 2 Consolidated Companies as of Dec. 31, 2015

Interest of the parent Country company (%) Stake (%) (1) Faurecia Jit and Sequencing Korea South Korea 100 100 Faurecia Automotive Seating Korea, Ltd South Korea 100 100 Spain Asientos de Castilla Leon, S.A. Spain 100 100 Asientos del Norte, S.A. Spain 100 100 Faurecia Asientos Para Automovil España, S.A. Spain 100 100 Faurecia Sistemas De Escape España, SA Spain 100 100 Tecnoconfort Spain 50 100 Asientos de Galicia, S.L. Spain 100 100 Faurecia Automotive España, S.L. Spain 100 100 Faurecia Interior System España, S.A. Spain 100 100 Faurecia Interior System SALC España, S.L. Spain 100 100 Valencia Modulos de Puertas, S.L. Spain 100 100 Faurecia Emissions Control Technologies, Pamplona, S.L. Spain 100 100 Faurecia Automotive Exteriors España, S.A. (ex-Plastal Spain S.A.) Spain 100 100 Incalpas, S.L. Spain 100 100 USA Faurecia Emissions Control Systems NA, LLC USA 100 100 Faurecia Automotive Seating, LLC USA 100 100 Faurecia USA Holdings, Inc. USA 100 100 Faurecia Emissions Control Technologies, USA, LLC USA 100 100 Faurecia Interior Systems, Inc. USA 100 100 Faurecia Madison Automotive Seating, Inc. USA 100 100 Faurecia Interiors Louisville, LLC USA 100 100 Faurecia Interior Systems Saline, LLC USA 100 100 Faurecia Mexico Holdings, LLC USA 100 100 FNK North America, Inc. USA 100 100 Faurecia North America, Inc. USA 100 100 France Faurecia Sièges d’Automobile France 100 100 Faurecia Industries France 100 100 ECSA - Études Et Construction de Sièges pour l’Automobile France 100 100 Siebret France 100 100 Siedoubs France 100 100 Sielest France 100 100 Siemar France 100 100 Faurecia Seatting Flers France 100 100 Faurecia Investments France 100 100 Trecia France 100 100 Faurecia Automotive Holdings France 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

82 Faurecia ANNUAL RESULTS 2015 F-72 Consolidated financial statements Consolidated Companies as of Dec. 31, 2015 2

Interest of the parent Country company (%) Stake (%) (1) Faurecia Automotive Industrie France 100 100 Faurecia Intérieur Industrie France 100 100 Automotive Sandouville France 100 100 Faurecia Systèmes d’Échappement France 100 100 Faurecia Services Groupe France 100 100 Faurecia Exhaust International France 100 100 Faurecia Bloc Avant France 100 100 Faurecia - Metalloprodukcia Holding France 70 100 Faurecia ADP Holding France 60 100 Faurecia Interieurs Saint-Quentin France 100 100 Faurecia Interieurs Mornac France 100 100 Faurecia Automotive Composites France 100 100 Faurecia Exteriors International France 100 100 Hambach Automotive Exteriors France 100 100 United Kindgom Faurecia Automotive Seating UK, Ltd United Kindgom 100 100 Faurecia Midlands, Ltd United Kindgom 100 100 SAI Automotive Fradley, Ltd United Kindgom 100 100 SAI Automotive Washington, Ltd United Kindgom 100 100 Faurecia Emissions Control Technologies UK, Ltd United Kindgom 100 100 Hungary Faurecia Emissions Control Technologies, Hungary Kft Hungary 100 100 India Faurecia Automotive Seating India Private, Ltd India 100 100 Faurecia Emissions Control Technologies India Private, Ltd India 74 100 Faurecia Interior Systems India Private, Ltd India 100 100 Faurecia Emissions Control Technologies Technical Center India Private, Ltd India 100 100 Iran Faurecia Azin Pars Company Iran 51 100 Italy Faurecia Emissions Control Technologies, Italy SRL Italy 100 100 Japan Faurecia Japan K.K. Japan 100 100 Faurecia Howa Interiors Co., Ltd Japan 50 100 Luxembourg Faurecia AST Luxembourg S.A. (ex-SAI Automotive SILUX SA) Luxembourg 100 100 Malaysia Faurecia HICOM Emissions Control Technologies (M) Malaysia 65 100 Morocco Faurecia Équipements Automobiles Maroc Morocco 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-73 Faurecia ANNUAL RESULTS 2015 83 Consolidated financial statements 2 Consolidated Companies as of Dec. 31, 2015

Interest of the parent Country company (%) Stake (%) (1) Mexico Faurecia Sistemas Automotrices de Mexico, S.A. de C.V. Mexico 100 100 Servicios Corporativos de Personal Especializado, S.A. de C.V. Mexico 100 100 Exhaust Services Mexicana, S.A. de C.V. Mexico 100 100 ET Mexico Holdings II, S. de R.L. de C.V. Mexico 100 100 Faurecia Howa Interior Mexico, S.A. de C.V. Mexico 51 100 Netherlands Faurecia Automotive Seating B.V. Netherlands 100 100 ET Dutch Holdings B.V. Netherlands 100 100 Faurecia Emissions Control Technologies Netherlands B.V. Netherlands 100 100 Faurecia Netherlands Holding B.V. Netherlands 100 100 Poland Faurecia Automotive Polska S.A. Poland 100 100 Faurecia Walbrzych S.A. Poland 100 100 Faurecia Grojec R&D Center S.A. Poland 100 100 Faurecia Legnica S.A. Poland 100 100 Faurecia Gorzow S.A. Poland 100 100 Portugal Faurecia - Assentos de Automovel, Lda Portugal 100 100 SASAL Portugal 100 100 Faurecia - SIstemas De Escape Portugal, Lda Portugal 100 100 EDA - Estofagem de Assentos, Lda Portugal 100 100 Faurecia Sistemas de Interior de Portugal, Componentes Para Automoveis S.A. Portugal 100 100 Czech Republic Faurecia Exhaust Systems, S.R.O. Czech Republic 100 100 Faurecia Automotive Czech Rebublic, S.R.O. Czech Republic 100 100 Faurecia Interior Systems Bohemia, S.R.O. Czech Republic 100 100 Faurecia Components Pisek, S.R.O. Czech Republic 100 100 Faurecia Interiors Pardubice, S.R.O. Czech Republic 100 100 Faurecia Emissions Control Technologies, Mlada Boleslav, S.R.O. Czech Republic 100 100 Faurecia Plzen Czech Republic 100 100 Romania Faurecia Seating Talmaciu S.R.L. Romania 100 100 Euro Auto Plastic Systems S.R.L. Romania 50 100 Russian Federation OOO Faurecia ADP Russian Federation 60 100 OOO Faurecia Metalloprodukcia Exhaust Systems Russian Federation 70 100 OOO Faurecia Automotive Development Russian Federation 100 100 OOO Faurecia Automotive Exteriors Bumpers Russian Federation 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

84 Faurecia ANNUAL RESULTS 2015 F-74 Consolidated financial statements Consolidated Companies as of Dec. 31, 2015 2

Interest of the parent Country company (%) Stake (%) (1) Slovakia Faurecia Slovakia, S.R.O. Slovakia 100 100 Sweden Faurecia Interior Systems Sweden AB Sweden 100 100 Thailand Faurecia Interior Systems (Thailand) Co., Ltd Thailand 100 100 Faurecia Emissions Control Technologies, Thailand Co., Ltd Thailand 100 100 Faurecia & Summit Interior Systems (Thailand) Co., Ltd Thailand 50 100 Tunisia Société Tunisienne d’Équipements d’Automobile Tunisia 100 100 Faurecia Informatique Tunisie Tunisia 100 100 Turkey Faurecia Polifleks Otomotiv Sanayi Ve Ticaret Anonim Sirketi Turkey 100 100 Uruguay Faurecia Automotive Del Uruguay, S.A. Uruguay 100 100 II-COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD Germany SAS Autosystemtechnik GmbH und Co., KG Germany 50 50 Brazil FMM Pernambuco Componentes Automotivos Ltda Brazil 35 35 China Changchun Xuyang Faurecia Acoustics & Soft Trim Co., Ltd China 40 40 Zhejiang Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Changchun Huaxiang Faurecia Automotive Plastic Components Co., Ltd China 50 50 Xiangtan Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Lanzhou Limin Automotive Parts Co., Ltd China 50 50 Jinan Jidao Auto Parts Co., Ltd China 50 50 CSM Faurecia Automotive Parts Co., Ltd China 50 50 Changchun Faurecia Xuyang Automotive Components Technologies R&D Co., Ltd China 45 45 Dongfeng Faurecia Automotive Exterior Co., Ltd China 50 50 Dongfeng Faurecia (Wuhan) Automotive Parts Sales Co., Ltd China 50 50 Wuhan Hongtai Changpeng Automotive Components Co., Ltd China 49 49 Republic of Korea Kwang Jin Faurecia Co., Ltd Republic of Korea 50 50 Denmark Amminex Emissions Systems APS Denmark 42 42 Spain Componentes de Vehiculos de Galicia, S.A. Spain 50 50 Copo Iberica, S.A. Spain 50 50

(1) Cumulated percentages of interest for fully consolidated companies.

F-75 Faurecia ANNUAL RESULTS 2015 85 Consolidated financial statements 2 Consolidated Companies as of Dec. 31, 2015

Interest of the parent Country company (%) Stake (%) (1) Industrias Cousin Frères, S.L. Spain 50 50 USA Detroit Manufacturing Systems, LLC USA 45 45 DMS leverage lender, LLC USA 45 45 France Automotive Performance Materials (APM) France 50 50 India NHK F. Krishna India Automotive Seating Private, Ltd India 19 19 Japan Faurecia - NHK Co., Ltd Japan 49,99 49,99 Portugal Vanpro Assentos, Lda Portugal 50 50 Turkey Teknik Malzeme Ticaret Ve Sanayi AS Turkey 50 50

(1) Cumulated percentages of interest for fully consolidated companies.

86 Faurecia ANNUAL RESULTS 2015 F-76 Consolidated ﬁ nancial statements 9 Statutory Auditors’ report on the consolidated ﬁ nancial statements

9.7. Statutory Auditors’ report on the consolidated ﬁ nancial statements

This is a free translation into English of the Statutory Auditors’ report on the consolidated financial statements issued in French and it is provided solely for the convenience of English-speaking users. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant 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 balances, transactions or disclosures. This report also includes information relating to the specific verification of information given in the Group’s management report. 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 compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2014, on: c the audit of the accompanying consolidated financial statements of Faurecia; 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 standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group at December 31, 2014 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

II. Justiﬁ cation of our assessments

In accordance with the requirements of Article L. 823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: c your Company performs impairment tests on goodwill at each reporting date and also assesses whether fixed assets show any indication of impairment, based on the methods described in Notes 1-2, 1-5, 10, 11 and 12 to the consolidated financial statements. We have reviewed the methods used to carry out these impairment tests as well as the corresponding assumptions applied by your Company; c Notes 1-16 and 8 to the consolidated financial statements concerning deferred taxes specify that deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which they can be utilized. Our work consisted in verifying that this method had been correctly applied and reviewing the assumptions supporting the probability of recovery for these deferred tax assets; c as part of our assessment of the accounting principles used by your Company, we verified the methods used to capitalize and amortize development costs. We also verified the recoverable amount of these assets and the appropriateness of the disclosures provided in Notes 1-3, 1-5 and 11 to the consolidated financial statements. 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.

F-77 Faurecia REGISTRATION DOCUMENT 2014 209 9 Consolidated ﬁ nancial statements Statutory Auditors’ report on the consolidated ﬁ nancial statements

III. Speciﬁ c veriﬁ cation

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

Neuilly-sur-Seine and Paris-La Défense, February 17, 2015 The Statutory Auditors French original signed by

PricewaterhouseCoopers Audit ERNST & YOUNG Audit Éric Bertier Denis Thibon

210 Faurecia REGISTRATION DOCUMENT 2014 F-78 2 Consolidated ﬁ nancial statements

CONTENTS

2.1. CONSOLIDATED STATEMENT 2.4. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 17 OF CHANGES IN EQUITY 21

2.2. CONSOLIDATED BALANCE SHEET 18 2.5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22 2.3. CONSOLIDATED CASH FLOW STATEMENT 20

F-79 Faurecia ANNUAL RESULTS 2014 15 2 Consolidated ﬁ nancial statements

16 Faurecia ANNUAL RESULTS 2014 F-80 Consolidated ﬁ nancial statements Consolidated statement of comprehensive income 2

2.1. Consolidated statement of comprehensive income

(in € millions) Notes 2014 2013 2012 SALES 4 18,828.9 18,028.6 17,364.5 Cost of sales 5 (17,271.8) (16,636.1) (16,038.7) Research and development costs 5 (235.5) (254.0) (239.6) Selling and administrative expenses 5 (648.3) (600.2) (569.9) OPERATING INCOME (LOSS) 673.3 538.3 516.3 Other non operating income 6 5.1 4.8 15.5 Other non operating expense 6 (91.6) (111.6) (102.7) Income from loans, cash investments and marketable securities 8.0 9.0 10.2 Finance costs (191.1) (196.9) (175.4) Other ﬁ nancial income and expense 7 (60.5) (46.4) (31.9) INCOME (LOSS) BEFORE TAX OF FULLY CONSOLIDATED COMPANIES 343.2 197.2 232.0 Current taxes 8 (161.2) (132.0) (96.9) Deferred taxes 8 46.1 67.3 29.5 NET INCOME (LOSS) OF FULLY CONSOLIDATED COMPANIES 228.1 132.5 164.6 Share of net income of associates 13 0.8 14.0 23.6 NET INCOME OF CONTINUED OPERATIONS 228.9 146.5 188.2 NET INCOME OF DISCONTINUED OPERATIONS 0.0 (3.1) (2.6) CONSOLIDATED NET INCOME (LOSS) 228.9 143.4 185.6 Attributable to owners of the parent 165.7 87.6 143.5 Attributable to minority interests 63.2 55.8 42.1

Basic earnings (loss) per share (in €) 9 1.34 0.79 1.30

Diluted earnings (loss) per share (in €) 9 1.34 0.79 1.26

Basic earnings (loss) of continued operations per share (in €) 9 1.34 0.82 1.32

Diluted earnings (loss) of continued operations per share (in €) 9 1.34 0.82 1.28

OTHER COMPREHENSIVE INCOME

(in € millions) 2014 2013 2012 CONSOLIDATED NET INCOME (LOSS) 228.9 143.4 185.6 Amounts to be potentially reclassifi ed to profi t or loss 125.1 (40.5) (4.3) Gains (losses) arising on fair value adjustments to cash fl ow hedges (5.3) 5.2 10.8 of which recognized in equity (1.5) (5.1) (4.0) of which transferred to net income (loss) for the period (3.8) 10.3 14.8 Exchange diff erences on translation of foreign operations 130.4 (45.7) (15.1) Amounts not to be reclassifi ed to profi t or loss (55.5) 18.9 (43.1) Actuarial gain/(loss) on post employment benefi t obligations (55.5) 18.9 (43.1) TOTAL COMPREHENSIVE INCOME (EXPENSE) FOR THE PERIOD 298.5 121.8 138.2 Attributable to owners of the parent 221.1 68.3 99.5 Attributable to minority interests 77.4 53.5 38.7

F-81 Faurecia ANNUAL RESULTS 2014 17 Consolidated ﬁ nancial statements 2 Consolidated balance sheet

2.2. Consolidated balance sheet

ASSETS

(in € millions) Notes Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Goodwill 10 1,317.3 1,297.1 1,300.0 Intangible assets 11 850.5 686.2 588.1 Property, plant and equipment 12 2,229.7 2,027.9 1,972.2 Investments in associates 13 94.7 88.7 85.2 Other equity interests 14 14.6 13.9 13.4 Other non-current ﬁ nancial assets 15 62.7 49.4 54.2 Other non-current assets 16 26.6 18.9 18.1 Deferred tax assets 8 220.7 161.8 95.1 TOTAL NON-CURRENT ASSETS 4,816.8 4,343.9 4,126.3 Inventories, net 17 1,076.6 1,123.4 1,096.2 Trade accounts receivables 18 1,677.0 1,680.7 1,702.8 Other operating receivables 19 275.9 288.1 357.8 Other receivables 20 229.3 184.2 150.0 Other current ﬁ nancial assets 30 7.9 8.7 0.6 Cash and cash equivalents 21 1,016.9 701.8 628.0 TOTAL CURRENT ASSETS 4,283.6 3,986.9 3,935.4 Assets held for sale 0.0 0.0 8.7

TOTAL ASSETS 9,100.4 8,330.8 8,070.4

18 Faurecia ANNUAL RESULTS 2014 F-82 Consolidated ﬁ nancial statements Consolidated balance sheet 2

LIABILITIES

(in € millions) Notes Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 EQUITY Capital 22 867.5 858.1 775.8 Additional paid-in capital 430.9 410.4 279.1 Treasury stock (1.7) (1.4) (1.6) Retained earnings 109.2 118.3 (47.2) Translation adjustments 145.0 28.8 72.3 Net income (loss) for the period attributable to owners of the parent 165.7 87.6 143.5 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENTS 1,716.6 1,501.8 1,221.9 Minority interests 23 159.9 140.5 132.6 TOTAL SHAREHOLDERS’ EQUITY 1,876.5 1,642.3 1,354.5 Long-term provisions 24 369.4 283.5 300.8 Non-current ﬁ nancial liabilities 26 1,029.0 1,308.8 1,671.1 Other non-current liabilities 1.5 0.6 0.2 Deferred tax liabilities 8 9.6 19.6 14.0 TOTAL NON-CURRENT LIABILITIES 1,409.5 1,612.5 1,986.1 Short-term provisions 24 220.2 223.2 321.2 Current ﬁ nancial liabilities 26 1,383.4 920.8 764.6 Prepayments from customers 98.4 169.4 170.3 Trade payables 3,311.5 3,053.1 2,754.0 Accrued taxes and payroll costs 27 586.0 517.2 519.1 Sundry payables 28 214.9 192.3 154.4 TOTAL CURRENT LIABILITIES 5,814.4 5,076.0 4,683.6 Liabilities linked to assets held for sale 0.0 0.0 46.2

TOTAL LIABILITIES 9,100.4 8,330.8 8,070.4

F-83 Faurecia ANNUAL RESULTS 2014 19 Consolidated ﬁ nancial statements 2 Consolidated cash ﬂ ow statement

2.3. Consolidated cash ﬂ ow statement

Full Year Full Year Full Year (in € millions) Notes 2014 2013 2012 I- OPERATING ACTIVITIES Operating Income (Loss) 673.3 538.3 513.7 Depreciations and amortizations of assets 555.6 532.0 495.5 EBITDA 1,228.9 1,070.3 1,009.2 Operating short-term and long term provisions 25.9 (47.2) (65.5) Capital (gains) losses on disposals of operating assets 3.2 2.7 (0.5) Paid restructuring (95.5) (122.6) (53.9) Paid fi nance costs net of income (180.2) (187.5) (163.6) Other income and expenses paid (79.3) (38.6) (3.5) Paid taxes (154.9) (134.3) (104.5) Dividends from associates 26.1 20.2 25.0 Change in working capital requirement 263.2 364.4 (372.1) Change in inventories 77.9 (79.4) (208.9) Change in trade accounts receivables 87.8 (44.0) (91.2) Change in trade payables 120.2 395.8 (22.6) Change in other operating receivables and payables (4.8) 74.4 (18.1) Change in other receivables and payables (excl. Tax) (17.9) 17.6 (31.2) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 1,037.4 927.4 270.5 II- INVESTING ACTIVITIES Additionals to property, plant and equipment 12 (519.2) (518.0) (557.3) Additionals intangible assets 11 (1.8) (4.6) (2.9) Capitalized development costs 11 (321.6) (265.0) (266.7) Acquisitions/Sales of investments and business (net of cash and cash equivalents) (33.3) (12.3) (71.2) Proceeds from disposal of property, plant and equipment 13.6 5.9 13.0 Proceed from disposal of fi nancial assets 0.0 0.0 0.7 Change in investment-related receivables and payables 7.6 (2.1) 7.6 Other changes (15.3 ) (26.8) (26.0) CASH FLOWS PROVIDED BY INVESTING ACTIVITIES (870.0) (822.9) (902.8) CASH PROVIDED (USED) BY OPERATING AND INVESTING ACTIVITIES (I)+(II) 167.4 104.5 (632.3) III- FINANCING ACTIVITIES Issuance of shares by Faurecia and fully-consolidated companies (net of costs) 5.4 11.0 9.0 Option component of convertible bonds 0.0 0.0 52.5 Dividends paid to owners of the parent company (7.2) 0.0 (38.6) Dividends paid to minority interests in consolidated subsidiaries (49.8) (47.9) (27.0) Other fi nancial assets and liabilities 0.0 0.0 0.0 Issuance of debt securities and increase in other fi nancial liabilities 296.2 473.0 850.5 Repayment of debt and other fi nancial liabilities (138.4) (398.4) (244.3) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 106.2 37.7 602.1 IV- OTHER CHANGES IN CASH AND CASH EQUIVALENTS Impact of exchange rate changes on cash and cash equivalents 41.5 (27.7) (6.9) Net fl ows from discontinued operations 0.0 (40.7) 35.0 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 315.1 73.8 (2.1) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR 701.8 628.0 630.1 CASH AND CASH EQUIVALENTS AT END OF YEAR 1,016.9 701.8 628.0

20 Faurecia ANNUAL RESULTS 2014 F-84 Consolidated ﬁ nancial statements Consolidated statement of changes in equity 2

2.4. Consolidated statement of changes in equity

Valuation adjustments Retained Actuarial earnings gain/(loss) Equity Addi- and net Trans- on post attributable tional income lation Cash employment to owners Number of Capital paid-in Treasury (loss) for adjus- ﬂ ow beneﬁ t of the Mino rity (in € millions) shares (3) stock capital Stock the period tments hedges obligations parent inte rests Total Shareholders’ equity as of Jan. 1st, 2012 before appropriation of net income (loss) 110,368,345 772.6 282.4 (1.7) 19.3 83.8 (17.1) (27.5) 1,111.8 113.6 1,225.4 Net income (loss) 143.5 143.5 42.1 185.6 Other comprehensive income (11.7) 10.8 (43.1) (44.0) (3.4) (47.4) Total income (expense) recognized in equity 143.5 (11.7) 10.8 (43.1) 99.5 38.7 138.2 Capital increase 465,400 3.3 (3.3) 0.0 8.7 8.7 2011 dividends (38.6) (38.6) (27.0) (65.6) Measurement of stock options (2.3) (2.3) (2.3) Purchases and sales of treasury stock 0.1 0.1 0.1 Option component of convertible bonds 52.5 52.5 52.5 Changes in scope of consolidation (1.1) (1.1) (1.4) (2.5) Shareholders’ equity as of Dec. 31, 2012 before appropriation of net income (loss) 110,833,745 775.9 279.1 (1.6) 173.3 72.1 (6.3) (70.6) 1,221.9 132.6 1,354.5 Net income (loss) 87.6 87.6 55.8 143.4 Other comprehensive income (43.4) 5.2 18.9 (19.3) (2.3) (21.6) Total income (expense) recognized in equity 87.6 (43.4) 5.2 18.9 68.3 53.5 121.8 Capital increase (1) 11,754,390 82.2 131.3 213.5 10.3 223.8 2012 dividends 0.0 0.0 (48.9) (48.9) Measurement of stock options 2.1 2.1 2.1 Purchases and sales of treasury stock 0.2 0.0 0.2 0.2 Option component of convertible bonds 0.0 0.0 0.0 Changes in scope of consolidation (4.2) (4.2) (7.0) (11.2) Shareholders’ equity as of Dec. 31, 2013 before appropriation of net income (loss) 122,588,135 858.1 410.4 (1.4) 258.8 28.7 (1.1) (51.7) 1,501.8 140.5 1,642.3 Net income (loss) 165.7 165.7 63.2 228.9 Other comprehensive income 116.2 (5.3) (55.5) 55.4 14.2 69.6 Total income(expense) recognized in equity 165.7 116.2 (5.3) (55.5) 221.1 77.4 298.5 Capital increase (2) 1,337,075 9.4 20.5 29.9 1.8 31.7 2013 dividends (36.8) (36.8) (47.4) (84.2) Measurement of stock options and shares grant 0.1 0.1 0.1 Purchases and sales of treasury stock (0.3) 6.0 5.7 5.7 Option component of convertible bonds 0.0 0.0 Changes in scope of consolidation and other (5.3) 0.1 (5.2) (12.4) (17.6) Shareholders’ equity as of Dec. 31, 2014 before appropriation of net income (loss) 123,925,210 867.5 430.9 (1.7) 388.5 145.0 (6.4) (107.2) 1,716.6 159.9 1,876.5 (1) Capital increase arising from the conversion of bonds for the group part. (2) Capital increase mainly arising from the payment of dividends in shares for the group part. (3) Of which 46,872 of treasury stock as of 12/31/2011, 41,979 as of 12/31/2012, 44,162 as of 12/31/2013 and 36,266 as of 12/31/2014 (cf. Note 22.3).

F-85 Faurecia ANNUAL RESULTS 2014 21 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

2.5. Notes to the consolidated ﬁ nancial statements

CONTENTS

NOTE 1 Summary of signifi cant accounting policies 23 NOTE 19 Other operating receivables 48 NOTE 2 Changes in scope of consolidation 30 NOTE 20 Other receivables 49 NOTE 3 Events after the balance sheet date 30 NOTE 21 Cash and cash equivalents 49 NOTE 4 Information by operating segment 30 NOTE 22 Shareholders’ equity 49 NOTE 5 Analysis of operating expenses 35 NOTE 23 Minority interests 51 NOTE 6 Other non operating income and expense 37 NOTE 24 Long and short term provisions 52 NOTE 7 Other fi nancial income and expense 38 NOTE 25 Provisions for pensions and other post employment benefi ts 54 NOTE 8 Corporate income tax 38 NOTE 26 Net debt 59 NOTE 9 Earnings per share 40 NOTE 27 Accrued taxes and payroll costs 64 NOTE 10 Goodwill 41 NOTE 28 Sundry payables 64 NOTE 11 Intangible assets 42 NOTE 29 Financial instruments 65 NOTE 12 Property, plant and equipment 43 NOTE 30 Hedging of currency and interest rate risks 69 NOTE 13 Investments in associates 44 NOTE 31 Commitments given and contingent liabilities 75 NOTE 14 Other equity interests 46 NOTE 32 Related party transactions 76 NOTE 15 Other non current fi nancial assets 47 NOTE 33 Fees paid to the Statutory Auditors 77 NOTE 16 Other non current assets 47 NOTE 34 Information on the consolidating company 77 NOTE 17 Inventories and work in progress 47 NOTE 35 Dividends 77 NOTE 18 Trade accounts receivables 48

Faurecia S.A. and its subsidiaries (“Faurecia”) form one of the world’s leading automotive equipment suppliers in four vehicle businesses: Automotive Seating, Emissions Control Technologies, Interior Systems and Automotive Exteriors. Faurecia’s registered office is located in Nanterre, in the Hauts-de-Seine region of France. The Company is listed on the Eurolist market of Euronext Paris. The consolidated financial statements were approved by Faurecia’s Board of Directors on February 11, 2014. The accounts were prepared on a going concern basis.

22 Faurecia ANNUAL RESULTS 2014 F-86 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of the Faurecia group have been prepared in accordance with International Financial Reporting Standards (IFRS) published by the IASB, as adopted by the European Union and available on the European Commission website: http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm These standards include International Financial Reporting Standards and International Accounting Standards (IAS), as well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations. The standards used to prepare the 2014 consolidated financial statements and comparative data for 2013 and 2012 are those published in the Official Journal of the European Union (OJEU) as of December 31, 2014, whose application was mandatory at that date. The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented. Since January 1, 2014 Faurecia has applied the standard IFRS 10, IFRS 11, IFRS 12 and the amendments and revisions to the existing standards IAS 27, IAS28, IAS 32, IAS36 and ISA39; these amendments did not have any material impact on the consolidated financial statements as from December 31, 2014. Moreover, Faurecia has not applied by anticipation the standards, amendments or interpretations: c adopted by the European Union but which application is due after December 31, 2014 (IFRIC21) c not yet adopted by the European Union as of December 31, 2014 (IFRS9 and its amendments, IFRS14, IFRS15 and amendments on IAS16, IAS19, IAS38 and IFRS11). The application of IFRIC 21 is due as of January 1st, 2015; its anticipated application as of January 1st, 2014 would have had no impact on the full year but would have generated a transfer of €8,4 million from the second half year 2014 to the first half year:

First-half Second-half First-half IFRIC 21 2014 Second-half IFRIC 21 2014 IFRIC 21 2014 (in € millions) 2014 impact pro forma 2014 impact pro forma 2014 impact pro forma Operating income 310.6 (8.4) 302.2 362.7 9.1 371.8 673.3 0.7 674 in % of sales 3.3% 3.2% 3.8% 3.9% 3.6% 3.6%

Since January 1st, 2013 Faurecia has applied the amendments to the existing standard IAS19; the application of these amendments being retrospective, the previously published 2012 financial statements have been modified accordingly. The impacts have been presented in the 2013 financial statements.

1.1 Consolidation principles

Companies over which the Group exercises significant influence and which are at least 20%-owned are consolidated where one or more of the following criteria are met: annual sales of over €20 million, total assets of over €20 million, and/or debt of over €5 million. Non-consolidated companies are not material, either individually or in the aggregate. Subsidiaries controlled by the Group are fully consolidated. Control is presumed to exist where the Group holds more than 50% of a company’s voting rights, and may also arise as a result of shareholders’ agreements. Subsidiaries are fully consolidated as of the date on which control is transferred to the Group. They are no longer consolidated as of the date that control ceases. Companies over which the Group exercises significant influence but not control -generally through a shareholding representing between 20% and 50% of the voting rights- are accounted for by the equity method. The Faurecia group’s financial statements are presented in euros. The functional currency of foreign subsidiaries is generally their local currency. The assets and liabilities of these companies are translated into euros at the year-end exchange rate and income statement items are translated at the average exchange rate for the year. The resulting currency translation adjustments are recorded in equity. Certain companies located outside the euro- or the US dollar zone and which carry out the majority of their transactions in euros or US dollars may, however, use euros or US dollars as their functional currency. All material inter-company transactions are eliminated in consolidation, including inter-company gains.

F-87 Faurecia ANNUAL RESULTS 2014 23 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

The accounting policies of subsidiaries and companies accounted for by the equity method are not significantly different from those applied by the Group.

1.2 Goodwill

In case of a business combination, the aggregate value of the acquisition is allocated to the identifiable assets acquired and liabilities assumed based on their fair value determined at their acquisition date. A goodwill is recognized when the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree exceed the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. In accordance with IAS 36, goodwill is not amortized but is tested for impairment at least once a year and more often if there is an indication that it may be impaired. For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs). A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The CGU to which goodwill is allocated represents the lowest level within the operating segment at which goodwill is monitored for internal management purposes. The Group has identified the following CGUs: c Automotive Seating; c Emissions Control Technologies; c Automotive Interiors; c Automotive Exteriors. The carrying amount of assets and liabilities thus grouped is compared to the higher of its market value and value in use, which is equal to the present value of the net future cash flows expected, and their net market value including costs of disposal.

1.3 Intangible assets

A – RESEARCH AND DEVELOPMENT EXPENDITURE The Faurecia group incurs certain development costs in connection with producing and delivering modules for specific customer orders which are not considered as sold to the customer, especially when paid for by the customer on delivery of each part. In accordance with IAS 38, these development costs are recorded as an intangible asset where the company concerned can demonstrate: c its intention to complete the project as well as the availability of adequate technical and financial resources to do so; c how the customer contract will generate probable future economic benefits and the company’s ability to measure these reliably; c its ability to measure reliably the expenditure attributable to the contracts concerned (costs to completion). These capitalized costs are amortized to match the quantities of parts delivered to the customer, over a period not exceeding five years except under exceptional circumstances. Research costs, and development costs that do not meet the above criteria, are expensed as incurred.

B – OTHER INTANGIBLE ASSETS Other intangible assets include development and purchase costs relating to software used within the Group – which are amortized on a straight-line basis over a period of between one and three years – as well as patents and licenses.

1.4 Property, plant and equipment

Property, plant and equipment are stated at acquisition cost, or production cost in the case of assets produced by the Group for its own use, less accumulated depreciation.

24 Faurecia ANNUAL RESULTS 2014 F-88 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

Maintenance and repair costs are expensed as incurred, except when they increase productivity or prolong the useful life of an asset, in which case they are capitalized. In accordance with the amended version of IAS 23, borrowing costs on qualifying assets arising subsequent to January 1, 2009 are included in the cost of the assets concerned. Property, plant and equipment are depreciated by the straight-line method over the estimated useful lives of the assets, as follows:

Buildings 20 to 30 years Leasehold improvements, ﬁ xtures and ﬁ ttings 10 to 20 years Machinery, tooling and furniture 3 to 10 years

1.5 Cash-generating units and impairment tests

1.6 Financial assets and liabilities (excluding derivatives)

A – DEFINITIONS In accordance with IAS 39, the Group classifies its financial assets in the following categories: loans and receivables, available-for- sale financial assets, and financial assets at fair value through profit or loss. They are recorded on the following balance sheet items: “Other equity interests” (Note 14), “Other non-current financial assets” (Note 15), “Trade account receivables” (Note 18), “Other operating receivables” (Note 19), “Other receivables” (Note 20) and “Cash and cash equivalents” (Note 21). The Group does not use the IAS 39 categories of “Held-to-maturity investments” or “Financial assets held for trading”. The Group’s financial liabilities fall within the IAS 39 categories of (i) financial liabilities at fair value through profit or loss, and (ii) other financial liabilities measured at amortized cost.

F-89 Faurecia ANNUAL RESULTS 2014 25 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

They are recorded on the following balance sheet items: “current financial liabilities” and “non current financial liabilities” (Note 26), “Accrued taxes and payroll costs” (Note 27) and “Other payables” (Note 28). Financial assets and liabilities are broken down into current and non-current components for maturities at the balance sheet date: under or over a year.

B – RECOGNITION AND MEASUREMENT OF FINANCIAL ASSETS

(a) Equity interests Equity interests correspond to the Group’s interests in the capital of non-consolidated companies. They are subject to impairment testing based on the most appropriate financial analysis criteria. An impairment loss is recognized where appropriate. The criteria generally applied are the Group’s equity in the underlying net assets and the earnings outlook of the company concerned.

(b) Loans and other ﬁ nancial assets Loans and other financial assets are initially stated at fair value and then at amortized cost, calculated using the effective interest method. Provisions are booked on a case-by-case basis where there is a risk of non-recovery.

(c) Cash and cash equivalents Cash and cash equivalents include current account balances and units in money market funds that are readily convertible to a known amount of cash and are not subject to a significant risk of impairment in the event of changes in interest rates. They are measured at fair value and variances are booked through P&L.

C – RECOGNITION AND MEASUREMENT OF FINANCIAL LIABILITIES The Group’s financial liabilities are generally measured at amortized cost using the effective interest method.

1.7 Inventories and work-in-progress

Inventories of raw materials and supplies are stated at cost, determined by the FIFO method (First-In, First-Out). Finished and semi-finished products, as well as work-in-progress, are stated at production cost, determined by the FIFO method. Production cost includes the cost of materials and supplies as well as direct and indirect production costs, excluding overhead not linked to production and borrowing costs. Work-in-progress includes the costs of internally-manufactured specific tooling or development work which is sold to customers, i.e. where the related risks and rewards are transferred. These costs are recognized in the income statement over the period in which the corresponding sales are made, as each technical stage is validated by the customer, or when the tooling is delivered if the contract does not provide for specific technical stages. Provisions are booked for inventories for which the probable realizable value is lower than cost.

1.8 Foreign currency transactions

1.9 Derivatives

Faurecia uses derivative instruments traded on organized markets or purchased over-the-counter from first-rate counterparties to hedge currency and interest rate risks. They are recorded at fair value in the balance sheet.

26 Faurecia ANNUAL RESULTS 2014 F-90 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

CURRENCY HEDGES The effective portion of changes in the fair value of instruments used to hedge future revenues is recorded in equity and taken to operating income when the hedged revenues are received. Changes in the fair value of instruments used to hedge trade receivables and payables are recorded as operating income or expense. The portion of the change in fair value of these hedges that is ineffective (time value of the hedges) is recorded under “Other financial income and expense” together with changes in the fair value of instruments used to hedge other receivables and payables.

INTEREST RATE HEDGES Changes in the fair value of interest rate hedges are recorded directly in “Other financial income and expense” when the hedging relationship cannot be demonstrated under IAS 39, or where the Group has elected not to apply hedge accounting principles.

1.10 Minority interests

This item corresponds to minority shareholders’ interests in the equity of consolidated subsidiaries.

1.11 Provisions for pensions and other post-employment beneﬁ ts

Group employees may receive, in addition to their pensions in conformity with the applicable regulations in the countries where are located the Group companies employing them, additional benefits or retirement indemnities (Note 25). The Group offers these benefits through either defined benefits or defined contribution regimes. The valuation and accounting methodologies followed by the Group are the following: c for defined contribution plans, costs are recognized as expenses based on contributions; c the liability for defined benefit plans is determined on an actuarial basis using the projected unit credit method, according the agreements effective in each concerned Group company. The valuation takes into account the probability of employees staying with the Group up to retirement age and expected future salary levels as well as other economical assumptions (such as the inflation rate, the discount rate) for each concerned zone or country. These assumptions are described in Note 25.2. Benefit obligations are partially funded by contributions to external funds. In cases where the funds are permanently allocated to the benefit plan concerned, their value is deducted from the related liability. An excess of plan assets is only recognized in the balance sheet when it represents future benefits effectively available for the Group. Periodic pension and other employee benefit costs are recognized as operating expenses over the benefit vesting period. Actuarial gains and losses on defined benefits plan are recognized in other comprehensive income. In case of a change in regime, past service costs are fully recognized as operating expenses, the benefits being fully acquired or not. The expected rate of return of defined benefits plan assets is equal to the discount rate used to value the obligation. This return is recorded in “Other financial income and expense”. The other post employment benefits mainly cover seniority bonuses as well as health care benefits. The obligation is valued using similar methodology, assumptions and frequency as the ones used for post employment benefits.

F-91 Faurecia ANNUAL RESULTS 2014 27 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

1.12 Stock option, share grant and free shares plans

Stock options, share grant and free shares plans are attributed to managers of Group companies. Options granted after 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 & Scholes option pricing model. The fair value of stock options is recognized in payroll costs on a straight-line basis over the vesting period (the period between the grant date and the vesting date), with a corresponding adjustment to equity. Free shares are measured at fair value by reference to the market price of Faurecia’s shares at the grant date, less (i) an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and (ii) an amount reflecting the cost of the shares being subject to a lock-up period. The fair value is recognized in payroll costs on a straight-line basis over the vesting period, with a corresponding adjustment to equity.

1.13 Restructuring and reorganization provisions

1.14 Sales recognition

1.15 Operating income

Operating income is the Faurecia group’s principal performance indicator. It corresponds to net income of fully consolidated companies before: c other operating income and expense, corresponding to material, unusual and non-recurring items including reorganization expenses and early retirement costs, the impact of exceptional events such as the discontinuation of a business, the closure or sale of an industrial site, disposals of non-operating buildings, impairment losses and reversals recorded for property, plant and equipment or intangible assets, as well as other material and unusual losses; c income on loans, cash investments and marketable securities; c finance costs; c other financial income and expense, which include the impact of discounting the pension benefit obligation and the return on related plan assets, the ineffective portion of interest rate and currency hedges, changes in value of interest rate and currency instruments for which the hedging relationship does not satisfy the criteria set forth in relationship cannot be demonstrated under IAS 39, and gains and losses on sales of shares in subsidiaries; c taxes.

1.16 Deferred tax

28 Faurecia ANNUAL RESULTS 2014 F-92 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

Where appropriate, a deferred taxes liability is booked to cover taxes payable on the distribution of retained earnings of subsidiaries and associates which are not considered as having been permanently reinvested and for which the Group is not in a position to control the date when the timing difference will reverse.

1.17 Use of estimates

The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions when measuring certain assets, liabilities, income, expenses and obligations. These estimates and assumptions are primarily used when calculating the impairment of property, plant and equipment, intangible assets and goodwill, as well as for measuring pension and other employee benefit obligations. They are based on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates and assumptions. The results of the sensitivity tests carried out on the carrying amounts of goodwill and provisions for pensions and other employee benefits are provided in Notes 10 and 25, respectively. In addition, Note 11 “Intangible Assets” describes the main assumptions used for measuring intangible assets.

1.18 Earnings per share

1.19 Discontinued operations and assets held for sale

Non-current assets or disposal groups are held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable. These assets (or disposal groups) are presented separately on a line “assets held for sale” in the consolidated balance sheet when they are significant.The asset (or disposal group) is being measured on initial recognition at the lower of its carrying amount and fair value less costs to sell. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the consolidated balance sheet. An operation considered as held for sale is defined as a component of the Group, for which either a sale is ongoing, or being classified as assets or a disposal group as held for sale, and representing a business or a geographical area significant for the group, or a business acquired only to be sold. The results and cash flows of discontinued operations or held for sale are presented separately in the statement of financial position for all prior periods presented in the financial statements. Assets and liabilities as held for sale are presented without any restatement from the prior year.

F-93 Faurecia ANNUAL RESULTS 2014 29 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 2 CHANGES IN SCOPE OF CONSOLIDATION

2.1 Change in scope of consolidation in 2014

In the Interior Systems business, Faurecia Howa Interior Systems, held at 51% by Faurecia, has been created in Mexico and is fully consolidated since July 2014. Faurecia Magneti Marelli Pernanbuco Componentes Automotivos Ltda in Brazil, held at 35% by Faurecia, is consolidated by equity method from November 2014. In the Automotive Seating business, Shanghai Faurecia Automotive Seating Company Limited, held at 55% by Faurecia, has been created in China and is fully consolidated since April 2014. In Spain, Industrias Cousins Frères, previously fully consolidated, is consolidated by equity method since July 2014, following a change in the Company’s governance. The position taken for Faurecia Azin Pars (Iran) in 2013 (cf. 2.2) has been maintained in 2014. In the Emissions Control Technologies business, Changsha Faurecia Emissions Control Technologies Company Limited has been created in China and is fully consolidated since July 2014.

2.2 Reminder of change in scope of consolidation introduced in 2013

In the Interior Systems business, Faurecia Summit Interior Systems, held at 50% by Faurecia, has been created in Thailand and is fully consolidated since March 2013. Foshan Faurecia Xuyang Interior Systems Company Limited, held at 60% by Faurecia, has been created in China and is fully consolidated since June 2013. CSM Faurecia Automotive Parts Company Limited, held at 50% by Faurecia, has been created in China and is consolidated by equity method from July 2013. In the Automotive Seating business, Changchun Faurecia Xuyang Automotive Components Technologies R&D Company Limited, held at 45% by Faurecia, has been created in China and is consolidated by equity method since June 2013. Faurecia Azin Pars, held at 51% by Faurecia, was producing seats in Iran for the Renault group. Considering the restrictions on export to Iran, imposed by the US authorities, the production has been stopped and no operating margin has been recognized during the second semester of 2013. Due to the uncertainty on the restart of activity in Iran, the assets related to this subsidiary have been impaired as of December 31st, 2013 for an amount of €8,1 million (see Note 6). In the Emissions Control Technologies business, Faurecia Emissions Control Technologies (Foshan) Company Limited, held at 51% by Faurecia, has been created in China and is consolidated by equity method since August 2013. Faurecia Emissions Control Technologies Ningbo Hangzhou Bay, held at 66% by Faurecia, has been created in China and is consolidated since December 2013.

NOTE 3 EVENTS AFTER THE BALANCE SHEET DATE

No significant post-balance sheet events have occurred.

NOTE 4 INFORMATION BY OPERATING SEGMENT

For internal reporting purposes the Group is structured into the following four business units based on the type of products and services provided: c Automotive Seating (design of vehicle seats, manufacture of seating frames and adjustment mechanisms, and assembly of complete seating units); c Emissions Control Technologies (design and manufacture of exhaust systems); c Interior Systems (design and manufacture of instrument panels, door panels and modules, and acoustic components); c Automotive Exteriors (design and manufacture of front ends and safety modules). These business units are managed on an independent basis in terms of reviewing their individual performance and allocating resources. The tables below show reconciliation between the indicators used to measure the performance of each segment – notably operating income – and the consolidated financial statements. Borrowings, other operating income and expense, financial income and expense, and taxes are monitored at Group level and are not allocated to the various segments.

30 Faurecia ANNUAL RESULTS 2014 F-94 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

4.1 Key ﬁ gures by operating segment

2014

Emissions Automotive Control Interior Automotive (in € millions) Seating Technologies Systems Exteriors Other Total Sales 5,318.9 6,749.6 4,737.0 2,069.7 337.3 19,212.5 Inter-segment eliminations (9.8) (2.2) (27.7) (6.6) (337.3) (383.6) Consolidated sales 5,309.1 6,747.4 4,709.3 2,063.1 0.0 18,828.9 Operating income (loss) before allocation of costs 238.6 260.8 134.1 55.7 (15.9) 673.3 Allocation of costs (4.5) (4.2) (5.2) (2.0) 15.9 0.0 Operating income 234.1 256.6 128.9 53.7 0.0 673.3 Other non-operating income 5.1 Other non-operating expense (91.6) Finance costs, net (183.1) Other ﬁ nancial income and expense (60.5) Corporate income tax (115.1) Share of net income of associates 0.8 Net income of continued operations 228.9 Net income of discontinued operations 0.0 NET INCOME (LOSS) 228.9 Segment assets 2,721.3 2,250.2 1,859.9 675.7 85.5 7,592.6 Property, plant and equipment, net 551.9 639.0 755.1 258.8 24.9 2,229.7 Other segment assets 2,169.4 1,611.2 1,104.8 416.9 60.6 5,362.9 Investments in associates 94.7 Other equity interests 14.6 Short and long-term ﬁ nancial assets 1,107.6 Tax assets (current and deferred) 290.9 Assets held for sale 0.0 TOTAL ASSETS 9,100.4 Segment liabilities 1,475.4 1,553.5 1,140.9 418.5 161.5 4,749.8 Borrowings 2,412.4 Tax liabilities (current and deferred) 61.7 Liabilities linked to assets held for sale 0.0 Equity and minority interests 1,876.5 TOTAL LIABILITIES 9,100.4 Capital expenditure 152.6 139.5 158.7 45.5 22.9 519.2 Depreciation of items of property, plant and equipment (97.1) (88.5) (128.2) (42.4) (3.5) (359.7) Impairment of property, plant and equipment (4.3) (0.1) 3.3 (0.7) (1.8) Headcounts 34,799 21,445 32,817 8,057 2,163 99,281

F-95 Faurecia ANNUAL RESULTS 2014 31 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

2013

Emissions Automotive Control Interior Automotive (in € millions) Seating Technologies Systems Exterior Other Total Sales 5,231.0 6,351.4 4,593.2 1,904.8 314.2 18,394.6 Inter-segment eliminations (12.1) (0.9) (33.2) (5.6) (314.2) (366.0) Consolidated sales 5,218.9 6,350.5 4,560.0 1,899.2 0.0 18,028.6 Operating income (loss) before allocation of costs 218.5 200.0 85.2 38.4 (3.8) 538.3 Allocation of costs (1.1) (1.0) (1.2) (0.5) 3.8 0.0 Operating income 217.4 199.0 84.0 37.9 0.0 538.3 Other non-operating income 4.8 Other non-operating expense (111.6) Finance costs, net (187.9) Other ﬁ nancial income and expense (46.4) Corporate income tax (64.7) Share of net income of associates 14.0 Net income of continued operations 146.5 Net income of discontinued operations (3.1) NET INCOME (LOSS) 143.4 Segment assets Property, plant and equipment, net 482.4 568.4 702.6 258.6 15.9 2,027.9 Other segment assets 2,059.2 1,523.4 1,148.3 489.7 (31.0) 5,189.6 Total segment assets 2,541.6 2,091.8 1,850.9 748.3 (15.1) 7,217.5 Investments in associates 88.7 Other equity interests 13.9 Short and long-term ﬁ nancial assets 780.4 Tax assets (current and deferred) 230.3 Assets held for sale 0.0 TOTAL ASSETS 8,330.8 Segment liabilities 1,393.2 1,353.3 1,097.4 424.0 126.9 4,394.8 Borrowings 2,229.6 Tax liabilities (current and deferred) 64.1 Liabilities linked to assets held for sale 0.0 Equity and minority interests 1,642.3 TOTAL LIABILITIES 8,330.8 Capital expenditure 117.9 126.4 187.1 60.9 25.7 518.0 Depreciation of items of property, plant and equipment (95.3) (80.1) (121.5) (41.8) (3.1) (341.8) Impairment of property, plant and equipment (6.2) 0.0 (1.6) (0.7) 0.0 (8.5) Headcounts 33,565 21,124 32,831 7,927 1,972 97,419

32 Faurecia ANNUAL RESULTS 2014 F-96 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

2012

Emissions Automotive Control Interior Automotive (in € millions) Seating Technologies Systems Exterior Other Total Sales 5,166.2 6,086.2 4,385.3 1,787.4 324.5 17,749.6 Inter-segment eliminations (10.3) (6.7) (32.6) (11.0) (324.5) (385.1) Consolidated sales 5,155.9 6,079.5 4,352.7 1,776.4 0.0 17,364.5 Operating income (loss) before allocation of costs 193.1 148.5 132.4 43.4 (1.2) 516.2 Allocation of costs (0.4) (0.3) (0.3) (0.1) 1.2 0.1 Operating income 192.7 148.2 132.1 43.3 0.0 516.3 Other non-operating income 15.5 Other non-operating expense (102.7) Finance costs, net (165.2) Other ﬁ nancial income and expense (31.9) Corporate income tax (67.4) Share of net income of associates 23.6 Net income of continued operations 188.2 Net income of discontinued operations (2.6) NET INCOME (LOSS) 185.6 Segment assets Property, plant and equipment, net 478.6 553.3 657.4 260.5 22.4 1,972.2 Other segment assets 1,853.2 1,483.4 1,285.5 465.4 50.4 5,137.9 Total segment assets 2,331.8 2,036.7 1,942.9 725.9 72.8 7,110.1 Investments in associates 85.2 Other equity interests 13.4 Short and long-term ﬁ nancial assets 703.3 Tax assets (current and deferred) 149.7 Assets held for sale 8.7 TOTAL ASSETS 8,070.4 Segment liabilities 1,275.3 1,237.6 1,125.7 413.9 133.8 4,186.3 Borrowings 2,435.7 Tax liabilities (current and deferred) 47.7 Liabilities linked to assets held for sale 46.2 Equity and minority interests 1,354.5 TOTAL LIABILITIES 8,070.4 Capital expenditure 113.1 152.7 179.6 88.8 23.1 557.3 Depreciation of items of property, plant and equipment (95.0) (76.2) (111.8) (38.4) (1.4) (322.8) Impairment of property, plant and equipment (4.1) 0.0 0.0 0.0 (4.1) Headcounts 33,586 20,374 30,892 7,267 1,799 93,918

F-97 Faurecia ANNUAL RESULTS 2014 33 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

Sales by operating segment break down as follows:

(in € millions) 2014 % 2013 % 2012 % Automotive Seating 5,309.1 28 5,218.9 29 5,155.9 30 Emissions Control Technologies 6,747.4 36 6,350.5 35 6,079.5 35 Interior Systems 4,709.3 25 4,560.0 25 4,352.7 25 Automotive Exteriors 2,063.1 11 1,899.2 11 1,776.4 10

TOTAL 18,828.9 100 18,028.6 100 17,364.5 100

4.2 Sales by major customer

Sales* by major customer break down as follows:

(in € millions) 2014 % 2013 % 2012 % VW group 3,645.1 19 3,556.7 20 3,523.1 20 Ford group 2,452.2 13 2,352.4 13 2,079.9 12 PSA Peugeot Citroën 2,219.3 12 2,263.4 13 2,263.2 13 Renault-Nissan 1,612.4 9 1,470.4 8 1,509.5 9 Daimler 1,427.2 8 1,256.3 7 1,001.3 6 GM 1,414.7 8 1,309.4 7 1,356.7 8 BMW 915.7 5 1,070.8 6 1,106.6 6 Others 5,142.3 27 4,749.2 26 4,524.2 26

TOTAL 18,828.9 100 18,028.6 100 17,364.5 100

* The presentation of sales invoiced may differ from the one of sales by end customer when products are transferred to intermediary assembly companies.

4.3 Key ﬁ gures by geographic region

Sales are broken down by destination region. Other items are presented by the region where the companies involved operate.

2014

Other European North South Other (in € millions) France Germany countries America America Asia countries Total Sales 1,902.1 3,969.8 4,509.4 4,536.2 689.9 3,048.7 172.6 18,828.9 Net property, plant and equipment 293.8 253.3 650.5 534.7 159.4 318.0 20.0 2,229.7 Capital expenditure 73.7 54.4 160.0 123.0 21.3 83.8 2.9 519.2 Number of employees as of December 31 13,619 11,527 31,859 20,361 5,208 15,082 1,625 99,281

34 Faurecia ANNUAL RESULTS 2014 F-98 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

2013

Other European North South Other (in € millions) France Germany countries America America Asia countries Total Sales 1,812.4 3,709.3 4,181.6 4,705.6 871.7 2,596.8 151.2 18,028.6 Net property, plant and equipment 290.4 256.6 612.6 437.2 158.2 252.5 20.4 2,027.9 Capital expenditure 79.2 51.2 113.9 132.2 57.0 81.1 3.4 518.0 Number of employees as of December 31 13,847 12,029 29,177 20,984 6,154 13,557 1,671 97,419

2012

Other European North South Other (in € millions) France Germany countries America America Asia countries Total Sales 2,005.8 3,694.7 3,910.9 4,575.3 791.9 2,204.2 181.7 17,364.5 Net property, plant and equipment 316.6 257.2 595.8 400.6 152.3 221.2 28.5 1,972.2 Capital expenditure 72.5 55.0 152.3 104.7 87.2 82.6 3.0 557.3 Number of employees as of December 31 13,860 12,848 26,739 21,426 5,801 11,301 1,943 93,918

NOTE 5 ANALYSIS OF OPERATING EXPENSES

5.1 Analysis of operating expenses by function

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Cost of sales (17,271.8) (16,636.1) (16,038.7) Research and development costs (235.5) (254.0) (239.6) Selling and administrative expenses (648.3) (600.2) (569.9)

TOTAL (18,155.6) (17,490.3) (16,848.2)

5.2 Analysis of operating expenses by nature

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Purchases consumed (12,711.8) (12,383.6) (11,983.4) External costs (1,776.4) (1,682.9) (1,629.0) Personnel costs (3,383.2) (3,239.8) (3,182.9) Taxes other than on income (48.6) (48.7) (59.7) Other income and expenses* 349.2 353.7 442.5 Depreciation, amortization and provisions for impairment in value of non-current assets (559.0) (532.0) (495.7) Charges to and reversals of provisions (25.8) 43.0 60.0

TOTAL (18,155.6) (17,490.3) (16,848.2)

* Including production taken into inventory or capitalized 288.0 319.2 427.6

The CICE (tax credit for competitivity and employment) has been allocated to personnel costs; it amounts to €14.9 million in 2014 (€10.5 million in 2013). F-99 Faurecia ANNUAL RESULTS 2014 35 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

5.3 Personnel costs

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Wages and salaries* (2,694.6) (2,574.7) (2,512.2) Payroll taxes (688.6) (665.1) (670.7)

TOTAL (3,383.2) (3,239.8) (3,182.9)

* Of which temporary employee costs (280.5) (253.6) (256.2)

Details of expenses relating to the Group’s stock option and free shares plans and pension costs are provided in Notes 22.2 and 25, respectively.

5.4 Research and development costs

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Research and development costs, gross (955.9) (916.5) (943.0) - amounts billed to customers and changes in inventories 581.6 575.3 595.9 - capitalized development costs 317.0 258.4 263.9 - amortization of capitalized development costs (175.8) (171.5) (158.9) - charges to and reversals of provisions for impairment of capitalized development costs (2.4) 0.3 2.5 NET EXPENSE (235.5) (254.0) (239.6)

After review of commercial practices, an additional €20 million of 2014 development costs were considered eligible to be capitalised. Sales which were previously billed as product sales in 2013 have now been integrated as sales of R&D in 2014, for an amount of €37.6 million, this amount hence reduces the net R&D cost.

5.5 Depreciation, amortization and provisions for impairment in value of non-current assets

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Amortization of capitalized development costs (175.8) (171.5) (158.9) Amortization of items of property, plant and equipment (25.0) (24.2) (21.4) Depreciation of speciﬁ c tooling 1.5 0.5 4.1 Depreciation and impairment of other items of property, plant and equipment (357.3) (337.1) (322.0) Provisions for impairment of capitalized development costs (2.4) 0.3 2.5

TOTAL (559.0) (532.0) (495.7)

36 Faurecia ANNUAL RESULTS 2014 F-100 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 6 OTHER NON OPERATING INCOME AND EXPENSE

Other non-operating income and expense are analyzed as follows:

OTHER NON-OPERATING INCOME

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Release of provision for impairment of assets 3.4 0.0 0.0 Badwill from acquisitions* 0.0 0.0 15.5 Losses on disposals of assets 0.8 0.0 0.0 Other 0.9 4.8 0.0

TOTAL 5.1 4.8 15.5

* This item includes the badwill from the acquisition of Saline in 2012.

OTHER NON-OPERATING EXPENSE

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Reorganization expenses* (76.7) (91.3) (83.7) Losses on disposal of assets 0.0 (0.1) (0.3) Other** (14.9) (20.2) (18.7)

TOTAL (91.6) (111.6) (102.7)

* As of December 31,2014, this item includes restructuring costs in the amount of €71,2 million and provisions for impairment in value of non-current assets in the amount of €5,5 million, versus respectively, €84.3 million and €7.0 million in 2013 and €79.4 million and €4.3 million in 2012. ** This item includes exceptional depreciation linked to the stop of activities in Iran for €8,1 million.

RESTRUCTURING Reorganization costs (€76.7 million) include redundancy and site relocation payments for 1,781 people and breakdown by country as follows:

Millions of euros Employees France 17.7 379 Germany 29.3 290 Spain 3.5 83 Other 26.2 1.029

TOTAL 76.7 1,781

F-101 Faurecia ANNUAL RESULTS 2014 37 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 7 OTHER FINANCIAL INCOME AND EXPENSE

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Impact of discounting pension beneﬁ t obligations (9.1) (8.6) (10.1) Changes in the ineff ective portion of currency hedges 0.1 (0.2) 0.6 Changes in fair value of currency hedged relating to debt (5.4) 10.1 0.6 Changes in fair value of interest rate hedges 0.0 0.2 1.4 Translation diff erences on borrowings (15.3) (25.3) (10.0) Gains on sales of securities 0.0 0.0 0.0 Other (30.8) (22.6) (14.4)

TOTAL (60.5) (46.4) (31.9)

NOTE 8 CORPORATE INCOME TAX

Corporate income tax can be analyzed as follows:

(in € millions) Full-year 2014 Full-year 2013 Full-year 2012 Current taxes - Current corporate income tax (161.2) (132.0) (96.9) Deferred taxes - Deferred taxes for the period 46.1 67.3 29.5

TOTAL (115.1) (64.7) (67.4)

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) Full-year 2014 Full-year 2013 Full-year 2012 Pre-tax income of consolidated companies 343.2 197.2 232.0 Tax at 38% (2014 and 2013) and 36.1% (2012) (130.4) (74.9) (83.8) Eff ect of rate changes on deferred taxes recognized on the balance sheet (1.5) (10.4) (13.4) Eff ect of local rate diff erences* 63.2 37.3 26.5 Tax credits 24.6 8.5 11.6 Change in unrecognized deferred tax (40.1) (33.4) 16.9 Permanent diff erences & others (30.9) 8.2 (25.2) Corporate tax recognized (115.1) (64.7) (67.4)

* The effect of local rate differences is mainly coming from chinese entities.

38 Faurecia ANNUAL RESULTS 2014 F-102 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

8.2 Analysis of tax assets and liabilities

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Current taxes - Assets 70.2 68.5 54.6 - Liabilities (52.1) (44.5) (33.7) 18.1 24.0 20.9 Deferred taxes - Assets* 220.7 161.8 95.1 - Liabilities (9.6) (19.6) (14.0) 211.1 142.2 81.1

* Of which tax assets on tax losses. 165.5 131.1 89.8

Changes in deferred taxes recorded on the balance sheet break down as follows:

(in € millions) 2014 2013 2012 Net amount at the beginning of the year 142.2 81.1 62.8 - Deferred taxes carried to income for the period 46.1 67.3 29.5 - Deferred taxes recognized directly in equity 9.8 0.1 0.0 - Eff ect of currency uctuationsﬂ and other movements 13.0 (6.3) (11.2) - Impairment of tax asset carryforwards 0.0 0.0 0.0 Net amount at the end of the year 211.1 142.2 81.1

8.3 Impairment of tax asset carryforwards

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 N+1 6.9 8.7 7.5 N+2 9.6 13.0 12.1 N+3 10.6 17.4 15.2 N+4 12.4 9.9 8.0 N+5 and above 104.6 121.1 137.4 Unlimited 639.2 619.1 550.7

TOTAL 783.3 789.2 730.9

These impaired deferred income tax assets on loss carry forwards are originated mainly from France.

F-103 Faurecia ANNUAL RESULTS 2014 39 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 9 EARNINGS PER SHARE

Full-year 2014 Full-year 2013 Full-year 2012 Number of shares outstanding at year end (1) 123,925,210 122,588,135 110,833,745 Adjust ments: - treasury stock (36,266) (44,162) (41,979) - weighted impact of share issue prorated (641,063) (11,713,275) (222,527) Weighted average number of shares before dilution 123,247,881 110,830,698 110,569,239 Weighted impact of dilutive instruments: - stock options (2) 1,788 0 0 - free shares attributed 0 241,800 291,200 - bonds with conversion option (3) 204,880 0 2,599,982 Weighted average number of shares after dilution 123,454,549 111,072,498 113,460,421 (1) Changes in the number of shares outstanding as of December 31 are analysed as follows: As of December 31, 2012: Number of Faurecia shares outstanding 110,833,745 Capital increase (bonds converted and attribution of performance shares) 11,754,390 As of December 31, 2013: Number of Faurecia shares outstanding 122,588,135 Capital increase (dividend paid by shares and stock options) 1,337,075 As of December 31, 2014: Number of Faurecia shares outstanding 123,925,210 (2) As of December 31, 2014, 931,025 stock options were outstanding and exercisable, compared with 1,113,600 as of December 31, 2013 and 1,126,725 as of December 31, 2012. Taking into account the average Faurecia share price for 2014, only the stock option plan 18 has a dilutive impact. (3) Bonds with conversion option have a dilutive effect when the net interest per share deriving from the conversion is less than the basic earnings per share. As of December 31, 2014 these bonds have a dilutive impact.

Earnings per share

Earnings per share break down as follows:

Year 2014 Year 2013 Year 2012

Net Income (Loss) (in € millions) 165.7 87.6 143.5 Basic earnings (loss) per share 1.34 0.79 1.30 After dilution 1.34 0.79 1.26

Net Income (Loss) of continued operations (in € millions) 165.7 90.7 146.1 Basic earnings (loss) per share 1.34 0.82 1.32 After dilution 1.34 0.82 1.28

40 Faurecia ANNUAL RESULTS 2014 F-104 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 10 GOODWILL

(in € millions) Gross Impairment Net Net carrying amount as of January 1st, 2012 1,771.2 (510.6) 1,260.6 Acquisitions 40.2 0.0 40.2 Translation adjustments and other movements (0.9) 0.1 (0.8) Net carrying amount as of December 31, 2012 1,810.5 (510.5) 1,300.0 Acquisitions 4.1 0.0 4.1 Translation adjustments and other movements (7.7) 0.7 (7.0) Net carrying amount as of December 31, 2013 1,806.9 (509.8) 1,297.1 Acquisitions 0.0 0.0 0.0 Translation adjustments and other movements 20.3 (0.1) 20.2 Net carrying amount as of December 31, 2014 1,827.2 (509.9) 1,317.3

Breakdown of the net amount of goodwill by operating segment:

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Automotive Seating 793.5 793.5 792.4 Emissions Control Technologies 352.8 332.6 339.3 Interior Systems 45.6 45.6 45.6 Automotive Exteriors 125.4 125.4 122.7

TOTAL 1,317.3 1,297.1 1,300.0

In accordance with the accounting policies described in Notes 1.2 and 1.5, the carrying amount of each CGU to which goodwill has been allocated has been compared to the higher of the CGU’s value in use and its market value net of selling costs. Value in use corresponds to the present value of net future cash flows expected to be derived from the CGU’s in question. The cash flow forecasts used to calculate value in use were based on the Group’s 2015-2018 strategic plan which was drafted in mid- 2014 and adjusted at the end of the year based on the latest assumptions in the 2015 budget. The volume assumptions used in the 2015-2018 strategic plan are based on external information sources. The main assumption affecting value in use is the level of operating income used to calculate future cash flows and particularly the terminal value. The operating margin assumption for 2018 is 5.5% for the Group as a whole. Projected cash flows for the last year of the Strategic Business Plan (2018) have been projected to infinity by applying a growth rate determined based on analysts’ trend forecasts for the automotive market. The growth rate applied for the year-end 2013 test was 1.5%. Faurecia called on an independent expert to calculate the weighted average cost of capital used to discount future cash flows. The market parameters used in the expert’s calculation were based on a sample of 26 companies operating in the automotive supplier sector (8 in Europe, 9 in the United States and 9 in Asia). Taking into account these parameters and a market risk premium of 6% to 7%, the weighted average cost of capital used to discount future cash flows was set at 9.5% (on the basis of a range of values provided by the independent expert) in 2014 (9.5% in 2013). This rate was applied for the impairment tests carried out on all of the Group’s CGU’s. They all bear the same specific risks relating to the automotive supplier sector and the CGU’S multinational operation does not justify using geographically different discount rates. The tests performed at year-end 2014 did not show any indication of further impairment in goodwill.

F-105 Faurecia ANNUAL RESULTS 2014 41 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

The table below shows the sensitivity of the impairment test results to changes in the assumptions used as of December 31, 2014 to determine the value in use of the CGU’s to which the Group’s goodwill is allocated:

Test income Operating (value in use Cash ﬂ ow Growth rate Income for Combination - net carrying discount rate to inﬁ nity terminal value of the Sensitivity (in € millions) value) +0.5pt -0.5pt -0.5pt 3 factors Automotive Seating 1,855 (219) (179) (246) (590) Emissions Control Technologies 1,692 (177) (144) (259) (528) Interior Systems 616 (102) (83) (152) (307) Automotive Exteriors 424 (50) (41) (56) (134)

NOTE 11 INTANGIBLE ASSETS

Intangible assets break down as follows:

Development Software (in € millions) costs and other Total NET AS OF JANUARY 1ST, 2012 415.1 49.1 464.2 Additions 266.7 2.9 269.6 Funding of amortization provisions (158.9) (21.4) (180.3) Funding of provisions 2.5 0.0 2.5 Translation adjustments and other 9.4 22.7 32.1 NET AS OF DECEMBER 31, 2012 534.8 53.3 588.1 Additions 265.0 4.6 269.6 Funding of amortization provisions (171.5) (24.2) (195.7) Funding of provisions 0.3 0.0 0.3 Translation adjustments and other (0.5) 24.4 23.9 NET AS OF DECEMBER 31, 2013 628.1 58.1 686.2 Additions 321.6 1.8 323.4 Funding of amortization provisions (175.8) (25.0) (200.8) Funding of provisions (2.4) 0.0 (2.4) Translation adjustments and other 26.9 17.2 44.1 NET AS OF DECEMBER 31, 2014 798.4 52.1 850.5

42 Faurecia ANNUAL RESULTS 2014 F-106 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 12 PROPERTY, PLANT AND EQUIPMENT

Other property, plant and equipment and Plant, property, plant tooling and Speciﬁ c and equipment (in € millions) Land Buildings equipment tooling in progress Total NET AS OF JANUARY 1ST, 2012 85.0 425.0 866.3 30.8 326.3 1,733.4 Additions (including own work capital) (1) 2.9 17.5 133.8 27.2 375.9 557.3 Disposals (3.1) (31.7) (102.5) (8.4) (28.1) (173.8) Funding of depreciation, amortization and impairment provisions (0.5) (49.1) (232.1) (16.6) (24.5) (322.8) Non-recurring impairment losses 0.0 (0.5) (3.3) 0.0 (0.3) (4.1) Depreciation written off on disposals 1.0 29.6 97.7 7.8 27.5 163.6 Currency translation adjustments (0.4) (4.2) (11.2) (0.1) (6.9) (22.8) Entry into scope of consolidation & other movements 1.0 72.5 243.6 (1.5) (274.2) 41.4 NET AS OF DECEMBER 31, 2012 85.9 459.1 992.3 39.2 395.7 1,972.2 Additions (including own work capital) (1) 0.7 10.3 90.7 41.1 375.2 518.0 Disposals (0.1) (16.1) (178.8) (1.5) (23.9) (220.4) Funding of depreciation, amortization and impairment provisions (0.4) (50.6) (247.1) (16.9) (26.8) (341.8) Non-recurring impairment losses (0.8) (0.6) (6.4) 0.0 (0.7) (8.5) Depreciation written off on disposals 0.0 18.2 177.7 1.2 22.5 219.6 Currency translation adjustments (1.8) (17.8) (41.6) (1.0) (17.1) (79.3) Entry into scope of consolidation & other movements (0.3) 55.7 296.1 (2.5) (380.9) (31.9) NET AS OF DECEMBER 31, 2013 83.2 458.2 1,082.9 59.6 344.0 2,027.9 Additions (including own work capital) (1) 0.4 11.9 47.2 41.0 418.7 519.2 Disposals (4.7) (30.4) (244.2) (2.0) (34.5) (315.8) Funding of depreciation, amortization and impairment provisions (0.4) (51.6) (256.5) (21.3) (29.9) (359.7) Non-recurring impairment losses 0.0 2.7 (4.5) 0.0 0.0 (1.8) Depreciation written off on disposals 2.3 28.9 240.4 2.0 33.4 307.0 Currency translation adjustments 1.2 4.9 52.2 2.1 13.1 73.5 Entry into scope of consolidation & other movements 1.0 57.7 356.4 (3.2) (432.5) (20.6) NET AS OF DECEMBER 31, 2014 83.0 482.3 1,273.9 78.2 312.3 2,229.7 (1) Including assets held under finance leases in 2012 13.0 in 2013 11.8 in 2014 4.5

F-107 Faurecia ANNUAL RESULTS 2014 43 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

Dec. 31, Dec. 31, 2014 Dec. 31, 2013 2012

(in € millions) Gross Depreciation Net Gross Net Net Land 93.2 (10.2) 83.0 93.7 83.2 85.9 Buildings 1,174.7 (692.4) 482.3 1,141.6 458.2 459.1 Plant, tooling and technical equipment 3,680.4 (2,406.5) 1,273.9 3,465.0 1,082.9 992.3 Speciﬁ c tooling 229.9 (151.7) 78.2 192.5 59.6 39.2 Other property, plant and equipment and property, plant and equipment in progress 569.1 (256.8) 312.3 600.8 344.0 395.7

TOTAL 5,747.3 (3,517.6) 2,229.7 5,493.6 2,027.9 1,972.2

Including assets subject to lease ﬁ nancing 100.0 (61.7) 38.3 104.6 91.7 73.4

Property, plant and equipment are often dedicated to client programs. Their utilization rates are not monitored centrally or systematically.

NOTE 13 INVESTMENTS IN ASSOCIATES

AS OF DECEMBER 31, 2014

Group Dividends Group Group share share of received by share of of total (in € millions) % interest* equity** the Group sales assets Teknik Malzeme 50 5.0 0.0 29.4 19.8 Amminex Emissions Systems APS 42 8.5 0.0 0.0 11.9 Changchun Huaxiang Faurecia Automotive Plastic Components Co., Ltd 50 1.2 0.0 42.3 31.3 Changchun Xuyang Faurecia Acoustics & Soft Trim Co., Ltd 40 5.4 0.0 12.1 14.7 Detroit Manufacturing Systems LLC 45 0.0 0.0 233.6 36.9 DMS leverage lender (LLC) 45 3.0 0.0 0.0 5.1 Dongguan CSM Faurecia Automotive Parts Co., Ltd 50 4.9 0.0 8.6 17.2 FMM Pernambuco Componentes Automotivos Ltda 35 3.4 0.0 0.0 28.8 Others - 14.2 (11.1) 223.8 94.9 SAS Groupe 50 49.1 (15.0) 1,599.2 261.8

TOTAL 94.7 (26.1) 2,149.0 522.4

There is no joint operation in the sense of IFRS 11 within the companies consolidated by equity method.

44 Faurecia ANNUAL RESULTS 2014 F-108 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

13.1 Change in investments in associates

(in € millions) 2014 2013 2012 Group share of equity at beginning of period 88.7 85.2 71.0 Dividends (26.1) (20.3) (25.0) Share of net income of associates 0.8 14.0 23.6 Change in scope of consolidation 22.8 (1.0) 17.1 Capital increase 6.2 11.6 0.0 Currency translation adjustments 2.3 (0.8) (1.5) Group share of equity at end of period 94.7 88.7 85.2

13.2 Group share of ﬁ nancial items of associates

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Fixed assets 121.5 95.8 89.7 Current assets 325.2 283.5 306.1 Cash and cash equivalents 75.7 76.9 68.6

TOTAL ASSETS 522.4 456.2 464.4

Equity 81.1 83.7 78.3 Borrowings 27.9 41.2 41.8 Other non-current liabilities 46.2 14.5 14.8 Non-current ﬁ nancial liabilities 367.2 316.8 329.5

TOTAL EQUITY AND LIABILITIES 522.4 456.2 464.4

F-109 Faurecia ANNUAL RESULTS 2014 45 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

13.3 Information on signiﬁ cant associates

SAS is a joint venture with Continental Automotive GmbH which manufactures full cockpit modules with electronics and circuitry built into the instrument panels. Its headquarters is located in Germany, w ith subsidiaries mainly in France, Slovakia, United Kingdom, Spain, Mexico, Turkey and Czech Republic. The additional information on this entity are detailed herebelow:

BALANCE SHEET

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Fixed assets 72.6 63.9 61.0 Current assets 352.3 366.8 375.6 Cash and cash equivalents 98.6 110.0 98.4

TOTAL ASSETS 523.5 540.7 535.0

Equity 98.2 92.3 88.7 Borrowings 0.0 0.0 2.5 Other non-current liabilities 23.0 28.2 28.2 Non-current ﬁ nancial liabilities 402.3 420.2 415.6

TOTAL EQUITY AND LIABILITIES 523.5 540.7 535.0

P&L

(in € millions) 2014 2013 2012 Sales 3,198.5 3,000.6 3,423.1 Operating margin 49.5 68.0 75.9 Net result 35.5 44.1 54.1

The other associates, in joint control or significant influence, taken individually, are not considered as significant as for sales nor for total assets.

NOTE 14 OTHER EQUITY INTERESTS

Dec. 31, Dec. 31, Dec. 31, 2014 2013 2012 % of share (in € millions) capital Gross Net Net Net Changchun Xuyang Industrial Group 19 12.8 12.8 11.6 11.8 Other - 5.1 1.8 2.3 1.6

TOTAL 17.9 14.6 13.9 13.4

46 Faurecia ANNUAL RESULTS 2014 F-110 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 15 OTHER NON CURRENT FINANCIAL ASSETS

Dec. 31, Dec. 31, Dec. 31, 2014 2013 2012

(in € millions) Gross Provisions Net Net Net Loans with maturity longer than one year 46.9 (13.0) 33.9 29.0 29.0 Other 40.4 (11.6) 28.8 20.4 25.2

TOTAL 87.3 (24.6) 62.7 49.4 54.2

NOTE 16 OTHER NON CURRENT ASSETS

This line includes:

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Pension plan surpluses 6.8 1.6 0.5 Guarantee deposits and other 19.8 17.3 17.6

TOTAL 26.6 18.9 18.1

NOTE 17 INVENTORIES AND WORK IN PROGRESS

Dec. 31, Dec. 31, Dec. 31, 2014 2013 2012

(in € millions) Gross Provisions Net Net Net Raw materials and supplies 460.2 (47.7) 412.5 407.4 377.0 Engineering, tooling and prototypes 393.5 (14.5) 379.0 459.5 457.4 Work-in-progress for production 19.0 (0.4) 18.6 25.2 32.4 Semi-ﬁ nished and ﬁ nished products 316.3 (49.8) 266.5 231.3 229.4

TOTAL 1,189.0 (112.4) 1,076.6 1,123.4 1,096.2

F-111 Faurecia ANNUAL RESULTS 2014 47 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 18 TRADE ACCOUNTS RECEIVABLES

Under trade receivables sale programs, the Group can sell a portion of the receivables of a number of its French, German and other subsidiaries to a group of financial institutions, transferring substantially all of the risks and rewards relating to the receivables sold to the financial institutions concerned. The following table shows the amount of receivables sold with maturities beyond December 31, 2014, for which substantially all the risks and rewards have been transferred, and which have therefore been derecognized as well as the financing under these programs – corresponding to the cash received as consideration for the receivables sold:

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Financing 850.6 565.5 435.8 Guarantee reserve deducted from borrowings (33.9) (16.0) (15.9) Cash received as consideration for receivables sold 816.7 549.5 419.9 Receivables sold and derecognized (742.2) (385.4) (313.0)

Individually impaired trade receivables are as follows:

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Gross total trade receivables 1,702.3 1,702.5 1,720.3 Provision for impairment of receivables (25.3) (21.8) (17.5) TOTAL TRADE ACCOUNTS RECEIVABLE, NET 1,677.0 1,680.7 1,702.8

Given the high quality of Group counterparties, late payments do not represent a material risk. They generally arise from administrative issues. Late payments as of December 31, 2014 were €126.5 million, breaking down as follows: c €67 .7 million less than one month past due; c €17.1 million one to two months past due; c €7.0 million two to three months past due; c €13.9 million three to six months past due; c €20.8 million more than six months past due.

NOTE 19 OTHER OPERATING RECEIVABLES

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Down payments 86.7 135.6 173.3 Currency derivatives for operations 0.3 3.2 3.0 Other receivables (1) 188.9 149.3 181.5

TOTAL 275.9 288.1 357.8

(1) Including the following amounts for VAT and other tax receivables 181.1 161.3 176.5

48 Faurecia ANNUAL RESULTS 2014 F-112 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 20 OTHER RECEIVABLES

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Short-term portion of loans 13.5 6.1 6.2 Prepaid expenses 86.9 57.8 30.0 Current taxes 70.2 68.5 54.6 Other sundry payables 58.7 51.8 59.2

TOTAL 229.3 184.2 150.0

In 2014, the receivables on Crédit d’Impôt pour la Compétitivité et l’Emploi (CICE) and Crédit d’Impôt Recherche (CIR) have been sold respectively for amounts of €14.9 million and 30.5 million.

NOTE 21 CASH AND CASH EQUIVALENTS

As of December 31, 2014, cash and cash equivalents amounted to €1,016.9 million including current account balances in the amount of €728 million (versus €608,4 million as of December 31, 2013 and €613 million as of December 31, 2012) and short-term investments in the amount of €288.9 million (versus €93,4 million as of December 31, 2013 and €15 million as of December 31, 2012). The carrying amount of marketable securities is almost identical to market value as they are held on a very short term basis.

NOTE 22 SHAREHOLDERS’ EQUITY

22.1 Capital

As of December 31, 2014, Faurecia’s capital stock totaled €867,476,470 divided into 123,925,210 fully paid-in shares with a par value of €7 each. The Group’s capital is not subject to any external restrictions. Shares which have been registered in the name of the same holder for at least two years carry double voting rights. As of December 31, 2014, Peugeot S.A. held 51.14% of Faurecia’s capital and 67.35% of the voting rights.

22.2 Employee stock options and share grants

A – STOCK SUBSCRIPTION OPTIONS Faurecia has a policy of issuing stock options to the executives of Group companies. As of December 31, 2014, a total of 931,025 stock options were outstanding. The exercise of these options would result in increasing: c the capital stock by €6.5 million; c additional paid-in capital by €32.3 million.

F-113 Faurecia ANNUAL RESULTS 2014 49 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

Details of the stock subscription option plans as of December 31, 2014 are set out in the table below:

Date of Start of Board exercise Adjusted meeting Including period number of Adjusted granted to options Adjusted number of senior Last outstanding Date of Shareholders’ exercise options executive exercise Options Options as of Dec. Meeting price (in €) granted management date exercised cancelled 31, 2014 04/19/2005 04/18/2009 05/25/2004 54.45 321,750 142,740 04/18/2015 0 131,625 190,125 04/13/2006 04/12/2010 05/23/2005 45.20 340,800 168,000 04/12/2016 0 144,600 196,200 04/16/2007 04/17/2011 05/23/2005 44.69 346,200 172,800 04/17/2017 0 95,400 250,800 04/10/2008 04/10/2012 05/29/2007 28.38 357,000 174,000 0410//2016 13,300 49,800 293,900

TOTAL 931,025

Movements in the aggregate number of options under all of the plans in force were as follows:

2014 2013 2012 Total at beginning of the period 1,113,600 1,126,725 1,475,348 Options granted 0 0 0 Options exercised (13,300) 0 0 Options cancelled and expired (169,275) (13,125) (348,623)

TOTAL AT THE END OF THE PERIOD 931,025 1,113,600 1,126,725

In accordance with IFRS 2, the four plans issued since April 19, 2005 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:

04/19/2005 plan 04/13/2006 plan 04/16/2007 plan 04/10/2008 plan Option exercise price (as of the grant date)* €54.45 €45.20 €44.69 €28.38 Share price as of the grant date €62.05 €53.15 €56.15 €33.10 Option vesting period 4 years 4 years 4 years 4 years Expected share dividend 2% 1.5% 0.00% 0.00% Zero coupon rate 2.93% 3.50% 4.41% 3.86% Expected share price volatility 40% 30% 30% 30%

* Adjusted following the capital increase.

The fair value of the option is amortized over the vesting period, with a corresponding adjustment to equity. The plans have not generated any expense in 2014, same as in 2013.

50 Faurecia ANNUAL RESULTS 2014 F-114 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

B – FREE SHARES ATTRIBUTED In 2010 Faurecia implemented a share grant plan for executives of Group companies. These shares are subject to service and performance conditions. The fair value of this plan has been measured by reference to the market price of Faurecia’s shares at the grant date, less an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and an amount reflecting the cost of the shares being subject to a lock-up period. The corresponding expense will be deferred and recognized over the share vesting period. The amount recognized for the period is an expense of €6 million, compared to €2.1 million in 2013. Details of the share grant plans as of December 31, 2014 are set out in the table below:

Maximum number of free shares that can be granted* for Date of Shareholders’ Date of Board reaching the exceeding the Meeting meeting objective objective Performance condition 2014 pretax income target as stated in strategic plan when granted and earning per share of Faurecia compared to a reference group May 26, 2011 July 23, 2012 682,000 886,600 of companies 2015 pretax income target as stated in strategic plan when granted and earning per share of Faurecia compared to a reference group May 30, 2013 July 24, 2013 852,000 1,107,600 of companies 2016 pretax income target as stated in strategic plan when granted and earning per share of Faurecia compared to a reference group May 30, 2013 July 28, 2014 718,350 933,855 of companies

* Net of free shares granted cancelled.

Following the achievement of the performance condition for the first plan (Board meeting 06/23/2010), 478,400 shares have been attributed in previous years and 226,200 in 2014.

22.3 Treasury stock

As of December 31, 2014, Faurecia held 36,266 shares of treasury stock. The cost of the shares held in treasury stock as of December 31, 2014 totaled €1.7 million, representing an average cost of €47.63 per share.

NOTE 23 MINORITY INTERESTS

Changes in minority interests were as follows:

(in € millions) 2014 2013 2012 Balance as of January 1st 140.5 132.6 113.6 Increase in minority shareholder interests 1.8 10.3 8.7 Other changes in scope of consolidation (12.4) (7.0) (1.4) Minority interests in net income for the year 63.2 55.8 42.1 Dividends allocated to minority interests (47.4) (48.9) (27.0) Translation adjustments 14.2 (2.3) (3.4) BALANCE AS OF DECEMBER 31 159.9 140.5 132.6

The minority interests, taken individually, are not considered as significant in comparison to the total net equity.

F-115 Faurecia ANNUAL RESULTS 2014 51 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 24 LONG AND SHORT TERM PROVISIONS

24.1 Long-term provisions

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Provisions for pensions and other employee obligations - Pension plan beneﬁ t obligations 200.2 149.6 160.0 - Retirement indemnities obligations 115.2 90.2 91.3 - Long-service awards 27.1 22.9 22.8 - Healthcare costs 26.9 20.6 25.6 369.4 283.3 299.7 Provisions for early retirement costs 0.0 0.2 1.1 TOTAL LONG-TERM PROVISIONS 369.4 283.5 300.8

Long term provisions evolution :

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Balance of provisions at beginning of the period 283.5 300.8 260.7 Changes in scope of consolidation 0.0 0.0 3.4 Other movements 11.5 (2.2) (7.9) Funding (or reversal) of provision 28.2 22.8 25.0 Expenses charged to the provision (10.7) (10.8) (15.5) Payments to external funds (8.4) (8.2) (8.0) Restatement diff erences 65.3 (18.9) 43.1 BALANCE OF PROVISIONS AT THE END OF THE PERIOD 369.4 283.5 300.8

24.2 Short-term provisions

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Restructuring 87.4 113.1 153.0 Risks on contracts and customer warranties 67.0 55.5 86.7 Litigation 12.6 21.2 27.6 Other 53.2 33.4 53.9

TOTAL SHORT-TERM PROVISIONS 220.2 223.2 321.2

52 Faurecia ANNUAL RESULTS 2014 F-116 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

Changes in these provisions in 2014 were as follows:

Change in scope of Balance as consolidation Balance as of Jan. 1st, Expenses Sub-total and other of Dec. 31, (in € millions) 2014 Additions charged Reversal* changes changes 2014 Restructuring 113.1 63.5 (77.1) (11.3) (24.9) (0.8) 87.4 Risks on contracts and customer warranties 55.5 41.5 (27.9) (5.6) 8.0 3.5 67.0 Litigation 21.2 3.5 (3.1) (9.0) (8.6) 0.0 12.6 Other provisions 33.4 22.0 (6.2) (5.1) 10.7 9.1 53.2

TOTAL 223.2 130.5 (114.3) (31.0) (14.8) 11.8 220.2

* Surplus provisions.

LITIGATION In the normal course of business, the Group may be involved in disputes with its customers, suppliers, tax authorities in France or abroad, or other third parties. These disputes are being accrued for, and these accruals are presented in the line litigation of the above schedule. The Group considers that the residual risks and impact of these proceedings are not material. Since 2010, Faurecia Systèmes d’Échappement was subject to a claim concerning electrostatic filtration brought before the courts as a result of its unsuccessful cooperation with a service provider. On June 24, 2011, the Tribunal de Grande Instance of Paris (district court of first instance) rendered a judgment favorable to Faurecia and on April 19, 2013, the Paris Cour d’Appel (appeal court), with clear and detailed reasoning, upheld the judgment of June 24, 2011. In addition, on December 19, 2013, the opposing party had commenced new proceedings against Faurecia at the Paris Tribunal Correctionnel (Criminal Court of first instance). By decision of February 19, 2014, the Criminal Court noted various irregularities in the form of citation of the opposing party and declared it void from the very filing. The corresponding accrual has been reversed. On March 25, 2014, the European Commission and the Department of Justice of the United States of America and on November 27, 2014, the Competition Commission of South Africa, initiated an enquiry covering certain suppliers of emission control systems on the basis for suspicions of anti-competitive practices in this segment. Faurecia is one of the companies covered by these enquiries. These enquiries are ongoing. In the event anti-competitive practices are proven, possible sanctions include fines, criminal charges or civil damages. Faurecia is at present unable to predict the consequences of such inquiries including the level of fines or sanctions that could be imposed. There are no other claims or litigation in progress or pending that are likely to have a material on the Group’s consolidated financial position.

F-117 Faurecia ANNUAL RESULTS 2014 53 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 25 PROVISIONS FOR PENSIONS AND OTHER POST EMPLOYMENT BENEFITS

25.1 Beneﬁ t obligations

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Present value of projected obligations - Pension plan beneﬁ t obligations 322.6 261.1 266.1 - Retirement indemnities obligations 122.9 98.6 99.7 - Long-service awards 27.1 22.9 22.8 - Healthcare costs 26.9 20.6 25.6 TOTAL 499.5 403.2 414.2 Value of plan assets : - Provisions booked in the accounts 369.4 283.3 299.7 - External funds (market value) (1) 136.9 121.5 115 - Plan surplus (2) (6.8) (1.6) (0.5)

TOTAL 499.5 403.2 414.2

(1) External funds mainly cover pension plan benefit obligations for €128,7 million in 2014. (2) Pension plan surpluses are included in “Other non-current assets”.

25.2 Pension beneﬁ t obligations

A – DESCRIPTION OF THE PLANS In addition to the pension benefits provided under local legislation in the various countries where Group companies are located, Group employees are entitled to supplementary pension benefits and retirement bonuses. In France the supplementary pension scheme comprises: c a defined contribution plan financed entirely by Faurecia whose contribution rate varies depending on salary tranches A or B applies; c a defined benefit plan for all managerial employees granting a rent relating to salary tranche C. In the USA, the three defined benefit pension plans are all closed to new participants, respectively since 1996, 2002 and 2011. The first plan covers 891 participants, the second one 417 and the third one 1,207. In Germany, the main defined benefit pension plan still open covers 5,396 participants. The benefit granted is based on the number of years of service, starting after 15 years of presence.

B – ASSUMPTIONS USED The Group’s obligations under these plans are determined on an actuarial basis, using the following assumptions: c retirement age between 62 and 65 for employees in France; c staff turnover assumptions based on the economic conditions specific to each country and/or Group company; c mortality assumptions specific to each country; c estimated future salary levels until retirement age, based on inflation assumptions and forecasts of individual salary increases for each country; c the expected long-term return on external funds; c discount and inflation rates (or differential) based on local conditions.

54 Faurecia ANNUAL RESULTS 2014 F-118 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

The main actuarial assumptions used in the past three years to measure the pension liability are as follows:

(in %) Euro Zone United Kingdom United States DISCOUNT RATE 2014 1.85% 3.60% 3.95% 2013 3.25% 4.45% 4.61% 2012 3.00% 4.22% 3.79% INFLATION RATE 2014 1.80% 3.00% 2.00% 2013 1.80% 3.15% 2.00% 2012 1.80% 2.65% 2.00%

Note : the iboxx AA rate has been used as reference to determine the discount rate of the euro zone. The average duration of the various plans is as follows :

(in number of years) Euro Zone United Kingdom United States Average duration 16.5 25.5 10.1

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

2014 2013 2012

(in %) Equities Bonds Other Equities Bonds Other Equities Bonds France 16% 79% 5% 15% 75% 10% 13% 87% United Kingdom 50% 50% 0% 63% 36% 1% 59% 41% United States 53% 33% 14% 55% 23% 22% 59% 41%

Fair value of equities and bonds belongs to level 1 category in 2014.

D – PROVISIONS FOR PENSION LIABILITIES RECOGNIZED ON THE BALANCE SHEET

2014 2013 2012

(in € millions) France Abroad* Total France Abroad Total France Abroad Total Balance of provisions at beginning of the period 115.2 123.0 238.2 113.3 137.5 250.8 86.3 99.9 186.2 Eff ect of changes in scope of consolidation (provision net of plan surpluses) 0.0 0.0 0.0 0.0 0.0 0.0 3.2 0.0 3.2 Additions 8.0 13.0 21.0 8.5 10.6 19.1 9.2 10.2 19.4 Expenses charged to the provision (2.4) (5.0) (7.4) (1.7) (4.2) (5.9) (2.3) (7.4) (9.7) Payments to external funds (3.0) (5.4) (8.4) (4.3) (3.9) (8.2) (3.0) (5.0) (8.0) Restatement diff erences 26.7 35.0 61.7 (0.6) (15.2) (15.8) 19.9 35.4 55.3 Other movements (0.0) 3.5 3.5 0.0 (1.8) (1.8) 0.0 4.4 4.4 BALANCE OF PROVISIONS AT THE END OF THE PERIOD 144.5 164.1 308.6 115.2 123.0 238.2 113.3 137.5 250.8

* The provision for €164,1 million on Dec. 31, 2014 relates mainly to Germany (€122,4 million).

F-119 Faurecia ANNUAL RESULTS 2014 55 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

E – CHANGES IN PENSION LIABILITIES

Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012

(in € millions) France Abroad Total France Abroad Total France Abroad Total PROJECTED BENEFIT OBLIGATION At beginning of the period 129.3 230.4 359.7 130.1 235.7 365.8 102.6 188.1 290.7 Service costs 7.2 9.2 16.4 7.3 8.3 15.6 5.8 5.8 11.6 Annual restatement 4.3 9.3 13.6 4.1 8.1 12.2 4.9 8.9 13.8 Beneﬁ ts paid (6.4) (11.3) (17.7) (9.6) (8.8) (18.4) (5.0) (12.8) (17.8) Restatement diff erences 26.3 38.1 64.4 (0.4) (7.1) (7.5) 19.3 40.4 59.7 Other movements (including translation adjustment) 0.0 12.5 12.5 0.0 (4.1) (4.1) 3.2 5.4 8.6 Curtailments and settlements (3.0) (0.4) (3.4) (2.2) (1.7) (3.9) (0.7) (0.1) (0.8) Eff ect of closures and plan amendments 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 AT THE END OF THE PERIOD 157.7 287.8 445.5 129.3 230.4 359.7 130.1 235.7 365.8 VALUE OF PLAN ASSETS At beginning of the period 14.1 107.4 121.5 16.8 98.2 115.0 16.3 88.2 104.5 Projected return on plan assets 0.5 5.1 5.6 0.6 4.0 4.6 0.8 4.4 5.2 Restatement diff erences (0.4) 3.1 2.7 0.1 8.1 8.2 (0.6) 5.0 4.4 Other movements (including translation adjustment) 0.0 9.0 9.0 0.0 (2.3) (2.3) 0.0 1.0 1.0 Employer contributions 3.0 5.4 8.4 4.3 3.9 8.2 3.0 5.0 8.0 Beneﬁ ts paid (4.0) (6.3) (10.3) (7.7) (4.5) (12.2) (2.7) (5.4) (8.1) Curtailments and settlements 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Eff ect of closures and plan amendments 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 AT THE END OF THE PERIOD 13.2 123.7 136.9 14.1 107.4 121.5 16.8 98.2 115.0 BALANCE OF PROVISIONS AT THE END OF THE PERIOD 144.5 164.1 308.6 115.2 123.0 238.2 113.3 137.5 250.8

Actuarial differences can be analysed as follows:

Dec. 31, 2014

(in € millions) France Abroad Total Detail of estimation diff erences of the period: - diff erences linked to nancialﬁ assumptions (25.2) (48.3) (73.5) - diff erence linked to demographic assumptions (1.1) 10.2 9.1 - other diff erences (0.4) 3.1 2.7

TOTAL (26.7) (35.0) (61.7)

56 Faurecia ANNUAL RESULTS 2014 F-120 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

F – PERIODIC PENSION COST Period pension cost is recognized: c in operating income for the portion relating to service cost; c in “Other financial income and expenses” for restatement of vested rights and the projected return on external funds. Period pension cost break down as follows:

2014 2013 2012

(in € millions) France Abroad Total France Abroad Total France Abroad Total Service costs (7.2) (9.2) (16.4) (7.3) (8.2) (15.5) (5.7) (5.8) (11.5) Restatement of projected beneﬁ ts (4.3) (9.3) (13.6) (4.0) (8.1) (12.1) (4.9) (8.9) (13.8) Change in top-up scheme 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Projected return on plan assets 0.5 5.1 5.6 0.6 4.0 4.6 0.7 4.4 5.1 Curtailment and settlements 3.0 0.4 3.4 2.2 1.7 3.9 0.7 0.1 0.8

TOTAL (8.0) (13.0) (21.0) (8.5) (10.6) (19.1) (9.2) (10.2) (19.4)

In France, pension liability increased by €28.4 million at year-end compared to 2013. This increase breaks down as follows: c +€11.5 million relating to service cost and interest cost for 2014; c -€6.4 million relating to lump-sum retirement bonuses and rights to capital for supplementary pension schemes; c -€3 million relating to headcount reduction plans in 2014; c +€26.3 million resulting from actuarial gains and losses, including €25.2 million relating to the discount rate, +€1.1 million relating to experience.

G – RETIREMENT PENSION LIABILITIES: SENSITIVITY TO CHANGES IN THE DISCOUNT RATE IN MAIN PERIMETERS The impact of a 0.25 percentage point increase in the discount rate and in the inflation rate for the projected benefit obligation is as follows:

Discount rate Inﬂ ation rate (in %) +0.25pp +0.25pp France (2.9%) +3.0% Germany (4.9%) +1.2%

F-121 Faurecia ANNUAL RESULTS 2014 57 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

25.3 Long-service awards

As of Dec. 31, As of Dec. 31, As of Dec. 31, (in € millions) 2014 2013 2012 French companies 7.8 7.2 7.5 Foreign companies 19.3 15.7 15.3

TOTAL 27.1 22.9 22.8

25.4 Healthcare costs

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:

As of Dec. 31, As of Dec. 31, As of Dec. 31, (in € millions) 2014 2013 2012 Foreign companies 26.9 20.6 25.6

TOTAL 26.9 20.6 25.6

A 0,25 percentage point increase in the discount rate and a 1 percentage point increase in healthcare cost trend would cause the following changes in the Group projected benefit obligation:

Discount rate Healthcare cost (in %) +0,25pp trend rate +1pp Projected beneﬁ t obligation (3.1%) +13.8%

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

As of Dec. 31, As of Dec. 31, As of Dec. 31, (in € millions) 2014 2013 2012 Service cost (0.1) (0.1) (0.1) Interest cost* (1.1) (1.1) (1.2) Curtailment 0.0 0.0 0.0

TOTAL (1.2) (1.2) (1.3)

* Interest cost is recorded under “Other financial income and expenses”.

58 Faurecia ANNUAL RESULTS 2014 F-122 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 26 NET DEBT

26.1 Detailed breakdown

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Bonds 709.3 949.8 1,140.0 Bank borrowings 288.9 321.2 490.5 Other borrowings 2.4 3.0 4.2 Obligations under ﬁ nance lease 28.4 31.1 29.3 Non-current derivatives 0.0 3.7 7.1 SUB-TOTAL NON-CURRENT FINANCIAL LIABILITIES 1,029.0 1,308.8 1,671.1 Current portion of long term debt 409.9 148.2 74.2 Short-term borrowings (1) 968.0 772.6 684.1 Current derivatives 5.5 0.0 6.3 SUB-TOTAL CURRENT FINANCIAL LIABILITIES 1,383.4 920.8 764.6

TOTAL 2,412.4 2,229.6 2,435.7

Derivatives classiﬁ ed under non-current and current assets (7.9) (8.7) (0.6) Cash and cash equivalents (1,016.9) (701.8) (628.0) NET DEBT 1,387.6 1,519.1 1,807.1 Net cash and cash equivalent 1,016.9 701.8 628.0

(1) Including bank overdrafts 107.9 115.2 163.6

26.2 Maturities of long-term debt

2020 and (in € millions) 2016 2017 2018 2019 beyond Total Bonds 491.7 0.0 217.6 0.0 0.0 709.3 Bank borrowings 155.5 77.4 28.4 11.1 16.5 288.9 Other borrowings 1.5 0.4 0.2 0.3 0.0 2.4 Obligation under ﬁ nance leases 15.2 1.9 1.6 1.7 8.0 28.4 TOTAL AS OF DEC. 31, 2014 663.9 79.7 247.8 13.1 24.5 1,029.0

F-123 Faurecia ANNUAL RESULTS 2014 59 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

26.3 Financing

The main components of Faurecia financing are described herebelow:

2016 BONDS On November 9, 2011 Faurecia issued €350 million worth of bonds, due December 15, 2016. The bonds bear annual interest of 9.375% payable on June 15 and December 15 each year, as from June 15, 2012; they have been issued at 99.479% of the nominal value. An additional €140 million has been issued on February 21, 2012 with the same due date and same interest rate, at 107.5% of the nominal value; they are listed on the Luxembourg stock exchange. They include a covenant restricting the additional indebtedness if the EBITDA after some adjustments is lower than 2.5 times the gross interest costs, and restrictions on the debt similar to the ones of the syndicated credit facility . The costs related to the bond issue are expensed in P&L over the life time of the bonds. The 2016 bonds benefit from guarantees from some Group affiliates.

2019 BONDS On May 3, 2012 Faurecia issued €250 million worth of bonds, due June 15, 2019. The bonds bear annual interest of 8.75% payable on June 15 and December 15 each year, as from June 15, 2012; they have been issued at 99.974% of the nominal value and are listed on the Luxembourg stock exchange. They include the same covenants as the bonds due December 2016. They do not benefit from guarantees from Group affiliates. The costs related to the bond issue are expensed in P&L over the life time of the bonds. Faurecia has announced its intention to use its early redemption option on these bonds in June 2015, for a price of 106.5625% of the par value. The corresponding premium has been accrued for as at December 31, 2014 in finance costs for an amount of €16.4 million and the nominal value of the debt reclassed in current financial liabilities.

CREDIT FACILITY Faurecia has renewed per anticipation its credit facility implemented in December 2011 and expiring in December 2016, which has enabled the Group to benefit from more favourable conditions than the previous credit facility, as well for its cost than for its covenants. The new credit facility, signed on December 15, 2014 is composed of one 5 years tranche for an amount of €1,200 million. As of December 31, 2014 this credit facility was not drawn; therefore the undrawn portion of this credit facility was € 1,200 million. This new credit facility include only one covenant, concerning compliance with consolidated financial ratios (instead of two in the previous credit facility ): the ratio Net debt*/EBITDA** has to be below 2.50; the compliance with this ratio is a condition to the availability of this credit facility. As of December 31, 2014, the Group complied with this ratio. * Net debt = published consolidated net debt. ** Operating income plus depreciation, amortization and funding of provisions for impairment of property, plant and equipment and intangible assets, corresponding to the past twelve months.

Furthermore, this credit facility includes some restrictive clauses on asset disposals (disposal representing over 25% of the Group’s total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and on the debt level of some subsidiaries. The credit facility benefits from guarantees from some Group affiliates, which are the same affiliates granting the 2016 bonds. These guarantees will disappear automatically as soon as the 2016 bonds will be fully reimbursed.

60 Faurecia ANNUAL RESULTS 2014 F-124 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

OCEANE 2018 On September 18, 2012 Faurecia issued €250 million worth of OCEANE bonds convertible into or exchangeable for new or existing shares, due January 1, 2018. The bonds mature on January 1, 2018 and bear annual interest of 3.25% payable on January 1 each year, as from January 1, 2013. Each bond has a nominal value of €19.48. Subject to certain conditions, Faurecia may redeem the bonds early, at any time beginning on January 15, 2016, at a price equal to their par value plus accrued interest, provided that all of the outstanding bonds are redeemed. The bonds can be converted by their holders at any time as from their date of issue. The criteria relating to their compulsory early redemption include a clause of change of control, but they do not include an ownership clause relating to PSA. In accordance with IAS 39, the fair value of the OCEANE bonds is split into two components: (i) a liability component calculated based on prevailing market interest rates for similar bonds with no conversion option and (ii) an equity component corresponding to the conversion option, calculated based on the difference between the fair value of the OCEANE bonds and the liability component. These two components were recognized at the bond issue date in respective amounts of €198.3 million and €46.5 million. As of December 31, 2014 the liability component was €217.6 million.

F-125 Faurecia ANNUAL RESULTS 2014 61 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

The Group’s global contractual maturity schedule as of December 31, 2014 breaks down as follows:

Carrying Amount Remaining contractual maturities 0-3 3-6 6-12 1-5 >5 (in € millions) Assets Liabilities Total months months months years years Other non-current fi nancial assets 62.7 62.7 62.7 Loans and receivables 26.6 26.6 26.6 Trade accounts receivables 1,677.0 1,677.0 1,616.9 9.2 50.9 Cash and non cash equivalents 1,016.9 1,016.9 1,016.9 Interests on other long term borrowings Syndicated credit facility 0.0 0.0 Bonds (2.0) (91.9) 0.0 (23.0) (23.0) (45.9) 2018 OCEANE (8.1) (32.5) (8.1) (24.4) Other (6.1) (16.4) (4.1) (2.3) (3.0) (7.0) Obligations under fi nance leases (ST portion) (11.1) (11.1) (8.9) (0.9) (1.3) Other current fi nancial liabilities (1,350.6) (1,350.6) (806.1) (399.9) (144.6) Trade accounts payable (3,311.5) (3,311.5) (3,276.1) (9.8) (25.6) Bonds (excluding interest) 2018 OCEANE (217.6) (250.0) (250.0) Bonds (491.7) (490.0) (490.0) Bank borrowings Syndicated credit facility 0.0 0.0 Other (288.9) (288.9) (272.5) (16.4) Other borrowings (2.4) (2.4) Obligations under fi nance leases (LT portion) (28.4) (20.4) (8.0) Interest rate derivatives (1.0) (1.0) (1.0) 0.0 0.0 0.0 -o/w cash fl ow hedges (1.0) (1.0) (1.0) -o/w derivatives not qualifying for hedge accounting under IFRS Currency hedges 8.2 (10.9) (2.7) (1.9) (1.5) (0.3) 1.1 -o/w fair value hedges 7.9 (4.5) 3.4 2.3 1.1 -o/w cash fl ow hedges 0.2 (6.4) (6.2) (4.3) (1.5) (0.3) -o/w derivatives not qualifying for hedge accounting under IFRS 0.1 0.1 0.1

TOTAL 2,791.4 (5,730.3) (3,063.4) (1,472.4) (428.2) (146.9) (1,022.2) (24.4)

62 Faurecia ANNUAL RESULTS 2014 F-126 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

26.4 Analysis of borrowings

As of December 31, 2014, the floating rate portion was 52% of borrowings before taking into account the impact of hedging. Derivatives have been set up to partially hedge interest payable on variable rate borrowings against increases in interest rates (see Note 30.2).

(in € millions) Dec. 31, 2014 Variable rate borrowings 1,255.4 52.0% Fixed rate borrowings 1,157.0 48.0%

TOTAL 2,412.4 100.0%

Borrowings, taking into account exchange rate swaps, break down by repayment currency as follows:

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Euros 1,815.2 75.3% 1,686.3 75.6% 1,866.9 76.6% US Dollars 447.1 18.5% 377.9 17.0% 380.0 15.6% Other currencies 150.1 6.2% 165.4 7.4% 188.8 7.8%

TOTAL 2,412.4 100.0% 2,229.6 100.0% 2,435.7 100.0%

In 2014, the weighted average interest rate on gross outstanding borrowings was 5.40 %.

F-127 Faurecia ANNUAL RESULTS 2014 63 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 27 ACCRUED TAXES AND PAYROLL COSTS

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Accrued payroll costs 286.5 269.4 263.6 Payroll taxes 147.4 143.4 143.6 Employee proﬁ t-sharing 19.3 12.2 19.1 Other accrued taxes and payroll costs 132.8 92.2 92.8

TOTAL 586.0 517.2 519.1

NOTE 28 SUNDRY PAYABLES

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Due to suppliers of non-current assets 76.2 65.3 71.2 Prepaid income 17.1 20.2 12.3 Current taxes 52.1 44.5 33.7 Other 63.1 61.0 36.4 Currency derivatives for operations 6.4 1.3 0.8

TOTAL 214.9 192.3 154.4

64 Faurecia ANNUAL RESULTS 2014 F-128 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 29 FINANCIAL INSTRUMENTS

29.1 Financial instruments recorded in the balance sheet

Dec. 31, 2014 Breakdown by category of instrument (1) Financial Financial assets/ assets/ Financial liabilities at liabilities at Loans liabilities fair value fair value Available- and measured at Carrying Fair through proﬁ t through for-sale recei- amortized (In € millions) amount value or loss (2) equity (2) assets vables cost Other equity interests 14.6 14.6 14.6 Other non-current ﬁ nancial assets 62.7 62.7 62.7 Trade accounts receivables 1,677.0 1,677.0 1,677.0 Other operating receivables 275.9 275.9 275.9 Other receivables and prepaid expenses 229.3 229.3 229.3 Currency derivatives 8.2 8.2 7.9 0.3 Interest rate derivatives 0.0 0.0 Cash and cash equivalents 1,016.9 1016.9 1,016.9 FINANCIAL ASSETS 3,284.6 3,284.6 1,024.8 0.3 14.6 2,244.9 0.0 Long-term debt* 1,029.0 1,247.7 1,029.0 Short-term debt 1,377.9 1,384.0 1,377.9 Prepayments from customers 98.4 98.4 98.4 Trade payables 3,311.5 3,311.5 3,311.5 Accrued taxes and payroll costs 586.0 586.0 586.0 Sundry payables 214.9 214.9 214.9 Currency derivatives 10.9 10.9 4.5 6.4 Interest rate derivatives 1.0 1.0 1.0 FINANCIAL LIABILITIES 6,629.6 6,854.4 4.5 7.4 0.0 4,210.8 2,406.9 (1) No financial instruments were transferred between categories during the year. (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. * The fair value of the OCEANE 2018 was established on the base of the end of year valuation (Dec. 31, 2014) of €28.8 at €369.6 million. In the balance sheet, OCEANE are recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The fair value of the bonds, excluding accrued interest, was established on the base of the end of year valuation (Dec. 31, 2014): for the 2016 bonds quoted 113.964% of par, at €558.4 million and for the 2019 bonds quoted 108.923 % of par, at €272.3 million.

F-129 Faurecia ANNUAL RESULTS 2014 65 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

Dec. 31, 2013 Breakdown by category of instrument (1) Financial Financial assets/ assets/ Financial liabilities at liabilities at Loans liabilities fair value fair value Available- and measured at Carrying Fair through proﬁ t through for-sale recei- amortized (In € millions) amount value or loss (2) equity (2) assets vables cost Other equity interests 13.9 13.9 13.9 Other non-current ﬁ nancial assets 49.4 49.4 49.4 Trade accounts receivables 1,680.7 1,680.7 1,680.7 Other operating receivables 288.1 288.1 288.1 Other receivables and prepaid expenses 184.2 184.2 184.2 Currency derivatives 11.9 11.9 8.7 3.2 Interest rate derivatives 0.0 0.0 Cash and cash equivalents 701.8 701.8 701.8 FINANCIAL ASSETS 2,930.0 2,930.0 710.5 3.2 13.9 2,202.4 0.0 Long-term debt* 1,305.1 1,628.2 1,305.1 Short-term debt 920.8 920.8 920.8 Prepayments from customers 169.4 169.4 169.4 Trade payables 3,053.1 3,053.1 3,053.1 Accrued taxes and payroll costs 517.2 517.2 517.2 Sundry payables 192.3 192.3 192.3 Currency derivatives 1.3 1.3 1.3 Interest rate derivatives 3.7 3.7 3.7 FINANCIAL LIABILITIES 6,162.9 6,486.0 0.0 5.0 0.0 3,932.0 2,225.9 (1) No financial instruments were transferred between categories during the year. (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. * The fair value of the OCEANE 2018 was established on the base of the end of year valuation (Dec. 31, 2013) of €31.05 at €398.5 million. In the balance sheet, OCEANE are recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The fair value of the bonds, excluding accrued interest, was established on the base of the end of year valuation (Dec. 31, 2013): for the 2016 bonds quoted 119.375% of par, at €584.9 million and for the 2019 bonds quoted 114.825% of par, at €287.1 million.

66 Faurecia ANNUAL RESULTS 2014 F-130 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

Dec. 31, 2012 Breakdown by category of instrument (1) Financial Financial assets/ assets/ Financial liabilities at liabilities at Loans liabilities fair value fair value Available- and measured at Carrying Fair through proﬁ t through for-sale recei- amortized (In € millions) amount value or loss (2) equity (2) assets vables cost Other equity interests 13.4 13.4 13.4 Other non-current ﬁ nancial assets 54.2 54.2 54.2 Trade accounts receivables 1,702.8 1,702.8 1,702.8 Other operating receivables 357.8 357.8 357.8 Other receivables and prepaid expenses 150.0 150.0 150.0 Currency derivatives 3.5 3.5 1.2 2.3 Interest rate derivatives 0.0 0.0 Cash and cash equivalents 628.0 628.0 628.0 FINANCIAL ASSETS 2,909.7 2,909.7 629.2 2.3 13.4 2,264.8 0.0 Long-term debt* 1,664.0 1,830.1 1,664.0 Short-term debt 758.3 758.3 758.3 Prepayments from customers 170.3 170.3 170.3 Trade payables 2,754.0 2,754.0 2,754.0 Accrued taxes and payroll costs 519.1 519.1 519.1 Sundry payables 154.4 154.4 154.4 Currency derivatives 4.3 4.3 4.3 Interest rate derivatives 9.9 9.9 1.2 8.7 FINANCIAL LIABILITIES 6,034.3 6,200.4 5.5 8.7 0.0 3,597.8 2,422.3 (1) No financial instruments were transferred between categories in 2012. (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. * The fair value of OCEANE was established on the base of the end of year valuation (Dec. 31, 2012) for the OCEANE 2009 of €20.1, at €227.2 million and for the OCEANE 2018 of €18.8, at €241.2 million. In the balance sheet, OCEANE are recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The fair value of the bonds, excluding accrued interest, was established on the base of the end of year valuation (Dec. 31, 2012): for the 2016 bonds quoted 116.5% of par, at €570.9 million and for the 2019 bonds quoted 105.25% of par, at €263.1 million.

The main measurement methods applied are as follows: c items accounted for at fair value through profit or loss, as well as hedging instruments, are measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank; c financial assets are primarily recognized at amortized cost calculated using the effective interest rate method; c the fair value of trade receivables and payables related to manufacturing and sales operations corresponds to their carrying value in view of their very short maturities.

F-131 Faurecia ANNUAL RESULTS 2014 67 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

The impact of financial instruments on income:

2014 Breakdown by category of instrument Financial Fair assets Payables Impact trought available Loans and at cost Instruments (in € millions) Income income for sale receivables amortized derivatives Translation diff erences on commercial transactions 1.8 1.8 Income on loans, cash investments and marketable securities 8.0 8.0 Finance costs (191.1) (191.1) Other ﬁ nancial income and expenses (60.5) (55.2) (5.3) Net income (expense) (241.8) 8.0 0.0 (55.2) (191.1) (3.5)

2013 Breakdown by category of instrument Financial Fair assets Payables Impact trought available Loans and at cost Instruments (in € millions) Income income for sale receivables amortized derivatives Translation diff erences on commercial transactions 2.2 2.2 Income on loans, cash investments and marketable securities 9.0 9.0 Finance costs (196.9) (196.9) Other ﬁ nancial incomes and expenses (46.4) (56.5) 10.1 Net income (expense) (232.1) 9.0 0.0 (56.5) (196.9) 12.3

2012 Breakdown by category of instrument Financial Fair assets Payables Impact trought available Loans and at cost Instruments (in € millions) Income income for sale receivables amortized derivatives Translation diff erences on commercial transactions (2.1) (2.1) Income on loans, cash investments and marketable securities 10.2 10.2 Finance costs (175.4) (175.4) Other ﬁ nancial incomes and expenses (30.5) (33.2) 2.7 Net income (expense) (197.8) 10.2 0.0 (33.2) (175.4) 0.6

68 Faurecia ANNUAL RESULTS 2014 F-132 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

As of December 31, 2014, movements in provisions for impairment break down as follows by category of financial asset:

Change in scope of Balance as Reversals consolidation Balance as of Jan. 1st, (surplus and other of Dec. 31, (in € millions) 2014 Additions Utilizations provisions) changes 2014 Doubtful accounts (21.8) (7.7) 4.5 0.0 (0.3) (25.3) Shares in non-consolidated companies (3.4) 0.0 0.0 0.0 0.1 (3.3) Non-current ﬁ nancial assets (19.2) (3.4) 1.2 0.0 (3.2) (24.6) Other receivables (10.6) (0.3) 0.0 0.0 1.5 (9.4)

TOTAL (55.0) (11.4) 5.7 0.0 (1.9) (62.6)

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 (prices quoted in active markets) for short-term cash investments and Level 2 (measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank) for currency and interest rate instruments.

NOTE 30 HEDGING OF CURRENCY AND INTEREST RATE RISKS

30.1 Hedging of currency risks

AS OF DECEMBER 31, 2014

F-133 Faurecia ANNUAL RESULTS 2014 69 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

AS OF DECEMBER 31, 2013

Currency exposure (in € millions) USD CZK CAD RUB GBP PLN ZAR Trade receivables (net of payables) (1.2) (9.1) 0.0 0.0 (0.4) (11.8) (0.6) Financial assets (net of liabilities)* 304.7 0.0 98.6 9.1 (41.3) 0.0 55.7 Forecast transactions** 91.8 (51.3) (15.4) 42.4 (8.4) (103.5) 13.3 Net position before hedging 395.3 (60.4) 83.2 51.5 (50.1) (115.3) 68.4 Currency hedges (315.9) 28.1 (85.2) (15.8) 41.3 109.1 (56.4) Net position after hedging 79.3 (32.3) (2.0) 35.7 (8.9) (6.2) 12.0 * Including inter-company financing. ** Commercial exposure anticipated over the next 6 months.

AS OF DECEMBER 31, 2012

Currency exposure (in € millions) USD CZK CAD RUB GBP PLN ZAR Trade receivables (net of payables) (0.4) (4.4) 0.0 0.0 (0.3) (17.9) 1.1 Financial assets (net of liabilities)* 354.2 (0.2) 84.2 79.3 (56.4) 0.0 76.0 Forecast transactions** 37.1 (27.0) (19.7) 0.0 (9.2) (54.7) 0.2 Net position before hedging 390.9 (31.6) 64.5 79.3 (65.9) (72.6) 77.3 Currency hedges (347.2) 32.0 (64.9) (79.3) 56.4 52.3 (76.0) Net position after hedging 43.8 0.4 (0.4) 0.0 (9.5) (20.3) 1.3 * Including inter-company financing. ** Commercial exposure anticipated over the next 6 months.

Hedging instruments are recognized in the balance sheet at fair value. Said value is determined based on measurements confirmed by banking counterparts.

Information on hedged notional amounts

Carrying amount Maturities

(in € millions) Notional As of Dec. 31, 2014 Assets Liabilities amount* < 1 year 1 to 5 years > 5 years Fair value hedges - forward currency contracts 0.0 0.0 2.5 2.5 0.0 0.0 - inter-company loans in foreign currencies swapped for euros 5.6 (4.5) 753.8 753.8 0.0 0.0 - cross-currency swaps 2.3 0.0 17.4 9.1 8.3 0.0 Cash ﬂ ow hedges - forward currency contracts 0.2 (6.4) 281.5 281.5 0.0 0.0 Not eligible for hedge accounting 0.1 0.0 2.1 2.1 0.0 0.0 8.2 (10.9)

* Notional amounts based on absolute values.

70 Faurecia ANNUAL RESULTS 2014 F-134 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

Carrying amount Maturities

(in € millions) Notional As of Dec. 31, 2013 Assets Liabilities amount* < 1 year 1 to 5 years > 5 years Fair value hedges - Forward currency contracts 0.0 0.0 0.7 0.7 0.0 0.0 - inter-company loans in foreign currencies swapped for euros 5.8 0.0 664.9 664.9 0.0 0.0 - cross-currency swaps 2.9 0.0 36.3 36.3 0.0 0.0 Cash ﬂ ow hedges - forward currency contracts 3.1 (1.3) 229.6 229.6 0.0 0.0 Not eligible for hedge accounting 0.1 0.0 0.0 0.0 0.0 0.0 11.9 (1.3)

* Notional amounts based on absolute values.

Carrying amount Maturities

(in € millions) Notional As of Dec. 31, 2012 Assets Liabilities amount* < 1 year 1 to 5 years > 5 years Fair value hedges - forward currency contracts 0.0 (0.3) 6.0 6.0 0.0 0.0 - inter-company loans in foreign currencies swapped for euros 0.6 (3.2) 755.9 755.9 0.0 0.0 - cross-currency swaps 0.0 (0.3) 37.9 0.0 37.9 0.0 Cash ﬂ ow hedges - forward currency contracts 2.8 (0.4) 136.0 136.0 0.0 0.0 Not eligible for hedge accounting 0.1 (0.1) 30.5 30.5 0.0 0.0 3.5 (4.3)

* Notional amounts based on absolute values.

The sensitivity of Group income and equity as of December 31, 2014 to a fluctuation in exchange rates against the euro is as follows for the main currencies to which the Group is exposed:

Currency USD CZK CAD RUB GBP PLN ZAR As of Dec. 31, 2014 1.21 27.74 1.41 72.34 0.78 4.27 14.04 Currency ﬂ uctuation scenario (depreciation of currency/EUR) 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Exchange rate after currency depreciation 1.27 29.12 1.48 75.95 0.82 4.49 14.74

Impact on pre-tax income (in € millions) (2.11) 0.00 (5.08) 0.25 0.08 0.79 0.06

Impact on equity (in € millions) 1.69 (2.41) (0.03) 0.00 0.91 (5.64) 0.04

F-135 Faurecia ANNUAL RESULTS 2014 71 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

30.2 Interest-rate hedges

Under 1 year 1 to 2 years 2 to 5 years More than 5 years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec. 31, 2014 rate Rate rate Rate rate Rate rate Rate rate Rate Financial assets 1,016.9 1,016.9 Financial liabilities (258.6) (1,106.4) (565.8) (77.3) (306.1) (68.1) (26.5) (3.6) (1,157.0) (1,255.4) Net position before hedging (258.6) (89.5) (565.8) (77.3) (306.1) (68.1) (26.5) (3.6) (1,157.0) (238.5) Interest rate hedges (470.0) 470.0 0.0 0.0 0.0 0.0 0.0 0.0 (470.0) 470.0 Net position after hedging (728.6) 380.5 (565.8) (77.3) (306.1) (68.1) (26.5) (3.6) (1,627.0) 231.5

Under 1 year 1 to 2 years 2 to 5 years More than 5 years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec.31, 2013 rate Rate rate Rate rate Rate rate Rate rate Rate Financial assets 0.0 701.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 701.8 Financial liabilities (9.1) (921.9) (69.6) (28.3) (754.7) (147.7) (286.4) (11.8) (1,119.8) (1,109.7) Net position before hedging (9.1) (220.1) (69.6) (28.3) (754.7) (147.7) (286.4) (11.8) (1,119.8) (407.9) Interest rate hedges 0.0 0.0 (470.0) 470.0 0.0 0.0 0.0 0.0 (470.0) 470.0 Net position after hedging (9.1) (220.1) (539.6) 441.7 (754.7) (147.7) (286.4) (11.8) (1,589.8) 62.1

Under 1 year 1 to 2 years 2 to 5 years More than 5 years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec.31, 2012 rate Rate rate Rate rate Rate rate Rate rate Rate Financial assets 0.0 628.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 628.0 Financial liabilities 0.0 (786.5) (3.0) (49.2) (687.5) (428.7) (480.8) 0.0 (1,171.3) (1,264.4) Net position before hedging 0.0 (158.5) (3.0) (49.2) (687.5) (428.7) (480.8) 0.0 (1,171.3) (636.4) Interest rate hedges (222.9) 222.9 0.0 0.0 (420.0) 420.0 0.0 0.0 (642.9) 642.9 Net position after hedging (222.9) 64.4 (3.0) (49.2) (1,107.5) (8.7) (480.8) 0.0 (1,814.2) 6.5

The main components of the fixed rate debt are: c the bonds due December 2016 issued in November 2011 and February 2012 for a total amount of €490 million; c the bonds due June 2019 issued in May 2012 for a total amount of €250 million; and c the convertible bonds due January 2018 issued in September 2012 for a total amount of €250 million.

72 Faurecia ANNUAL RESULTS 2014 F-136 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

Around the half of the borrowings (syndicated credit loan, short term loans, commercial paper) being at variable rates or renewable, the aim of the Group’s interest rate hedging policy is to reduce the impact on earnings of changes in short-term rates. The hedges arranged comprise mainly euro denominated interest rate swaps. These hedges cover a major part of the interest on variable rate borrowings, due in the first half year 2015, against a rise in rates. Interest rate hedging instruments are recognized in the balance sheet at fair value. Said value is determined based on measurements confirmed by banking counterparts. The notional amounts of the Group’s interest rate hedges break down as follows:

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2014 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 0.0 0 0 0 Variable-rate rate/ﬁ xed rate swaps 0.0 (1.0) 470 0 0 Accrued premiums payable 0.0 0.0 0 0 0 0.0 (1.0) 470 0 0

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2013 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 0.0000 Variable rate/ﬁ xed rate swaps 0.0 (3.7) 0 470 0 Accrued premiums payables 0.0 0.0000 0.0 (3.7) 0 470 0

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2012 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 0.0000 Variable rate/ﬁ xed rate swaps 0.0 (9.9) 223 420 0 Floor 0.0 0.0 0 0 0 Accrued premiums payables 0.0 0.0 0 0 0 0.0 (9.9) 223 420 0

A part of the Group borrowings being at variable rates as stated in Note 26.4, a rise in short-term rates would therefore have an impact on financial expense. The sensitivity tests performed, assuming a 100 bp increase in average interest rates compared to the rate curve as of December 31, 2014 show that the effect on financial expense (before taxes) would not be significant, taking into account the profile of the Group’s borrowings and derivatives in place as of December 31, 2014.

F-137 Faurecia ANNUAL RESULTS 2014 73 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

30.3 Counterpart risk on derivatives

(d) Related amounts not set off in the balance sheet (not fullﬁ ling IAS 32 (a) (b) (c) = (a) - (b) compensation criteria) (e) = (c) - (d) Gross Amounts Net amounts Financial assets Gross amount compensated presented in as of December 31, 2014 value (before (according the balance Financial Collaterals (in € millions) compensation) to IAS 32) sheet instruments received Net amount Derivatives 8.21 0 8.21 6.47 1.74 Other ﬁ nancial instruments

TOTAL 8.21 0 8.21 6.47 0 1.74

(d) Related amounts not set off in the balance sheet (not fullﬁ ling IAS32 (a) (b) (c) = (a) - (b) compensation criteria) (e) = (c) - (d) Gross Amounts Net amounts Financial liabilities Gross amount compensated presented in as of December 31, 2014 value (before (according the balance Financial Collaterals (in € millions) compensation) to IAS 32) sheet instruments received Net amount Derivatives 11.95 0 11.95 6.47 5.48 Other ﬁ nancial instruments

TOTAL 11.95 0 11.95 6.47 0 5.48

74 Faurecia ANNUAL RESULTS 2014 F-138 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 31 COMMITMENTS GIVEN AND CONTINGENT LIABILITIES

31.1 Commitments given

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Future minimum lease payments under operating leases 487.7 351.5 335.1 Debt collateral : - mortgages 6.3 8.7 14.8 Other debt guarantees 66.0 47.6 46.2 Firm orders for property, plant and equipment and intangible assets 98.1 88.5 122.7 Other 1.9 1.8 3.0

TOTAL 660.0 498.1 521.8

Future minimum lease payments under operating leases break down as follows:

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 N+1 95.3 84.2 79.0 N+2 76.0 61.1 59.8 N+3 63.5 46.4 43.3 N+4 55.4 39.5 34.4 N+5 and above 197.5 120.3 118.6

TOTAL 487.7 351.5 335.1

Expiry dates of mortgages and guarantees:

As of Dec. 31, (in € millions) 2014 - less than a year 52.8 - 1 to 5 years 7.5 - more than 5 years 12.0

TOTAL 72.3

31.2 Contingent liabilities

INDIVIDUAL TRAINING ENTITLEMENT In accordance with the provisions of French Act No. 2004-391 dated May 4, 2004 on professional training, employees of the Group’s French companies are entitled to at least twenty 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 used within six years, it is capped at 120 hours. In 2014, the average utilization rate of this entitlement was 2.3%. The number of unused training hours accumulated at year-end totaled 1,167,052. No provision was recorded in the financial statements for these individual training entitlements as the Group does not have sufficiently reliable historical data to accurately estimate the related contingent liability. The potential impact is not, however, considered to be material.

F-139 Faurecia ANNUAL RESULTS 2014 75 Consolidated ﬁ nancial statements 2 Notes to the consolidated ﬁ nancial statements

NOTE 32 RELATED PARTY TRANSACTIONS

32.1 Transactions with PSA Peugeot Citroën

(in € millions) Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2012 Sales 2,219.3 2,263.4 2,263.2 Purchases of products, services and materials 14.8 16.3 14.2 Receivables* 430.4 426.3 399.9 Trade Payables 23.6 17.9 44.0

* Before no-recourse sales of receivables amounting to: 167.2 160.4 136.2

32.2 Management compensation

Total compensation for 2014 awarded to the members of the Board of Directors and the Group Executive Committee serving in this capacity as at December 31, 2014 amounted to €7,379,663 , including directors’ fees of €396,359, compared with the year-earlier figures of €5,334,190 and €393,600 respectively. No Faurecia stock subscription options were awarded to management in 2014.

76 Faurecia ANNUAL RESULTS 2014 F-140 Consolidated ﬁ nancial statements Notes to the consolidated ﬁ nancial statements 2

NOTE 33 FEES PAID TO THE STATUTORY AUDITORS

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

(in € millions) 2014 2013 2014 2013 2014 2013 2014 2013 AUDIT Statutory and contractual audits 3.1 2.7 100.0% 100.0% 4.4 4.8 100.0% 100.0% Issuer 0.4 0.4 12.9% 14.8% 0.5 0.5 11.4% 10.4% Fully consolidated companies 2.7 2.3 87.1% 85.2% 3.9 4.3 88.6% 89.6% Other services relating directly to the auditor’s duties 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% Issuer 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% Fully consolidated companies 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% SUB-TOTAL 3.1 2.7 100% 100.0% 4.4 4.8 100.0% 100.0% Other services provided by the network to fully consolidated companies (Legal and tax advisory services) Issuer 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% 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 3.1 2.7 100% 100.0% 4.4 4.8 100.0% 100.0%

NOTE 34 INFORMATION ON THE CONSOLIDATING COMPANY

The consolidated accounts of the Faurecia group are included in the consolidated financial statements of its parent, the PSA Peugeot Citroën group, 75 avenue de la Grande-Armée, 75116 Paris, France. As of December 31, 2014, Peugeot S.A. held 51,14% of the capital and 67.35% of the voting rights of Faurecia S.A.

NOTE 35 DIVIDENDS

The Board of Directors has decided to propose at the next Shareholders’ Meeting a dividend of €0.35 per share.

F-141 Faurecia ANNUAL RESULTS 2014 77 Consolidated ﬁ nancial statements 2 Consolidated Companies as of Dec.

Consolidated Companies as of Dec. 31, 2014

Interest of the parent Country company (%) Stake (%) (1) I - FULLY CONSOLIDATED COMPANIES Faurecia France Holding Holding South Africa Faurecia Exhaust Systems South Africa Ltd South Africa 100 100 Faurecia Interior Systems South Africa (Pty) Ltd South Africa 100 100 Faurecia Interior Systems Pretoria (Pty) Ltd South Africa 100 100 Faurecia Emissions Control Technologies SA (CapeTown) (Pty) Ltd South Africa 100 100 Germany Faurecia Autositze GmbH Germany 100 100 Faurecia Kunststoff e Automobilsysteme GmbH Germany 100 100 Faurecia Abgastechnik GmbH Germany 100 100 Faurecia Angell-Demmel GmbH Germany 100 100 Faurecia Automotive GmbH Germany 100 100 Faurecia Innenraum Systeme GmbH Germany 100 100 Faurecia Emissions Control Technologies, Germany GmbH Germany 100 100 Faurecia Emissions Control Technologies, Novaferra GmbH Germany 100 100 Faurecia Emissions Control Technologies, Finnentrop GmbH Germany 100 100 Faurecia Exteriors GmbH Germany 100 100 Argentina Faurecia Sistemas De Escape Argentina SA Argentina 100 100 Faurecia Argentina SA Argentina 100 100 Faurecia Exterior Argentina Argentina 100 100 Belgium Faurecia Automotive Belgium Belgium 100 100 Faurecia Industrie NV Belgium 100 100 Faurecia Autocomponent Exterior Systems Holding Belgium 100 100 Brazil Faurecia Automotive do Brasil Ltda Brazil 100 100 Faurecia Emissions Control Technologies do Brasil Ltda Brazil 100 100 Canada Faurecia Automotive Seating Canada, Ltd Canada 100 100 Faurecia Emissions Control Technologies Canada, Ltd Canada 100 100 China Faurecia Exhaust Systems Changchun Co., Ltd (ex- CLEC) China 51 100 Changchun Faurecia Xuyang Automotive Seat Co., Ltd (CFXAS) China 60 100 Faurecia- GSK (Wuhan) Automotive Seating Co., Ltd China 51 100 Faurecia (Wuxi) Seating Components Co., Ltd China 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

78 Faurecia ANNUAL RESULTS 2014 F-142 Consolidated ﬁ nancial statements Consolidated Companies as of Dec. 2

Interest of the parent Country company (%) Stake (%) (1) Faurecia Tongda Exhaust Systems Wuhan Co., Ltd (ex-TEEC) China 50 100 Faurecia Honghu Exhaust Systems Shanghai, Co., Ltd (ex- SHEESC) China 66 100 Faurecia (Changchun) Automotive Systems Co., Ltd China 100 100 Faurecia Emissions Control Technologies Development (Shanghai) Co., Ltd China 100 100 Faurecia (Wuhan) Automotive Seating Co., Ltd China 100 100 Faurecia (Shanghai) Automotive Systems Co., Ltd China 100 100 Faurecia (Qingdao) Exhaust Systems Co., Ltd China 100 100 Faurecia (Wuhu) Exhaust Systems Co., Ltd China 100 100 Faurecia (China) Holding Co., Ltd China 100 100 Faurecia (Guangzhou) Automotive Systems Co., Ltd China 100 100 Faurecia Emissions Control Technologies (Shanghaï) Co., Ltd China 66 100 Faurecia Emissions Control Technologies (Chongqing) Co., Ltd China 72,5 100 Faurecia Emissions Control Technologies (Yantaï) Co., Ltd China 100 100 Faurecia (CHengdu) Emissions Control Technologies Co., Ltd China 51 100 Faurecia (Nanjing) Automotive Systems Co., Ltd China 100 100 Faurecia (Shenyang) Automotive Systems Co., Ltd China 100 100 Faurecia (Wuhan) Automotive Components Systems Co., Ltd China 100 100 Changchun Faurecia Xuyang Interior Systems Co., Ltd China 60 100 Chongqing Guangneng Faurecia Interior Systems Co., Ltd China 50 100 Chengdu Faurecia Limin Automotive Systems Co., Ltd China 79.19 100 Faurecia (Yancheng) Automotive Systems Co., Ltd China 100 100 Faurecia NHK (Xiangyang) Automotive Seating Co., Ltd China 51 100 Faurecia Emissions Control Technologies (Beijing) Co., Ltd China 100 100 Faurecia Emissions Control Technologies (Nanchang) Co., Ltd China 51 100 Faurecia Emissions Control Technologies (Ningbo) Co., Ltd China 91 100 Faurecia Emissions Control Technologies (Foshan) Co., Ltd China 51 100 Foshan Faurecia Xuyang Interior Systems Co., Ltd China 60 100 Faurecia PowerGreen Emissions Control Technologies Co., Ltd China 91 100 Faurecia Emissions Control Technologies (Ningbo Hangzhou) Co., Ltd China 66 100 Shanghai Faurecia Automotive Seating Co., Ltd China 55 100 Changsha Faurecia Emissions Control Technologies Co., Ltd China 100 100 South Korea Faurecia Emissions Control Systems Korea South Korea 100 100 Faurecia Trim Korea, Ltd South Korea 100 100 Faurecia Shin Sung Co., Ltd South Korea 60 100 Faurecia Jit and Sequencing Korea South Korea 100 100 Faurecia Automotive Seating Korea Ltd South Korea 100 100 Spain Asientos de Castilla Leon, SA Spain 100 100 Asientos del Norte, SA Spain 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-143 Faurecia ANNUAL RESULTS 2014 79 Consolidated ﬁ nancial statements 2 Consolidated Companies as of Dec.

Interest of the parent Country company (%) Stake (%) (1) Faurecia Asientos Para Automovil España, SA Spain 100 100 Faurecia Sistemas De Escape España, SA Spain 100 100 Tecnoconfort Spain 50 100 Asientos de Galicia, SL Spain 100 100 Faurecia Automotive España, SL Spain 100 100 Faurecia Interior System España, SA Spain 100 100 Faurecia Interior System SALC España, SL Spain 100 100 Valencia Modulos de Puertas, SL Spain 100 100 Faurecia Emissions Control Technologies, Pamplona, SL Spain 100 100 Faurecia Automotive Exteriors España, SA (Ex- Plastal Spain SA) Spain 100 100 Incalpas, SL Spain 100 100 USA Faurecia Exhaust Systems, Inc. USA 100 100 Faurecia Automotive Seating, LLC USA 100 100 Faurecia USA Holdings, Inc. USA 100 100 Faurecia Emissions Control Technologies, USA, LLC USA 100 100 Faurecia Interior Systems, Inc. USA 100 100 Faurecia Madison Automotive Seating, Inc. USA 100 100 Faurecia Interiors Louisville, LLC USA 100 100 Faurecia Interior Systems Saline, LLC USA 100 100 Faurecia Interior Systems Holdings, LLC USA 100 100 Faurecia North America Co., Ltd USA 100 100 Faurecia North America Holdings, LLC USA 100 100 France Faurecia Sièges d’Automobile France 100 100 EAK Composants pour l’Automobile (EAK SNC) France 51 100 Faurecia Industries France 100 100 ECSA - Études et Construction de Sièges pour l’Automobile France 100 100 Siebret France 100 100 Siedoubs France 100 100 Sielest France 100 100 Siemar France 100 100 Sienor France 100 100 Sotexo France 100 100 Financière Faurecia France 100 100 Faurecia Investments France 100 100 Trecia France 100 100 Faurecia Automotive Holdings France 100 100 Faurecia Automotive Industrie France 100 100 Faurecia Intérieur Industrie France 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

80 Faurecia ANNUAL RESULTS 2014 F-144 Consolidated ﬁ nancial statements Consolidated Companies as of Dec. 2

Interest of the parent Country company (%) Stake (%) (1) Automotive Sandouville France 100 100 Faurecia Systèmes d’É chappement France 100 100 Faurecia Services Groupe France 100 100 Faurecia Exhaust International France 100 100 Faurecia Bloc Avant France 100 100 Faurecia-Metalloprodukcia Holding France 70 100 Faurecia ADP Holding France 60 100 Faurecia Interieurs Saint-Quentin France 100 100 Faurecia Interieurs Mornac France 100 100 Faurecia Automotive Composites France 100 100 Hennape Quatre France 100 100 Hambach Automotive Exteriors France 100 100 United Kindgom Faurecia Automotive Seating UK Limited United Kindgom 100 100 Faurecia Midlands Limited United Kindgom 100 100 SAI Automotive Fradley Limited United Kindgom 100 100 SAI Automotive Washington Limited United Kindgom 100 100 Faurecia Emissions Control Technologies UK Limited United Kindgom 100 100 Hungary Faurecia Magyarorszag Kipufogo-rendszer Kft Hungary 100 100 Faurecia Emissions Control Technologies, Hungary Kft Hungary 100 100 India Faurecia Automotive Seating India Private Limited India 100 100 Faurecia Emissions Control Technologies India Private Limited India 74 100 Faurecia Interior Systems India Private Limited India 100 100 Faurecia Emissions Control Technologies Center India Private Limited India 100 100 Italy Faurecia Emissions Control Technologies, Italy SRL Italy 100 100 Japan Faurecia Japan KK Japan 100 100 Faurecia Howa Interiors Co., Ltd Japan 50 100 Luxembourg Faurecia AST Luxembourg S.A. (ex-SAI Automotive SILUX SA) Luxembourg 100 100 Malaysia Faurecia HICOM Emissions Control Technologies (M) Malaysia 65 100 Morocco Faurecia Équipements Automobiles Maroc Morocco 100 100 Mexico Faurecia Sistemas Automotrices de Mexico, SA de CV Mexico 100 100 Servicios Corporativos de Personal Especializado, SA de CV Mexico 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-145 Faurecia ANNUAL RESULTS 2014 81 Consolidated ﬁ nancial statements 2 Consolidated Companies as of Dec.

Interest of the parent Country company (%) Stake (%) (1) Exhaust Services Mexicana, SA de CV Mexico 100 100 ET Mexico Holdings II, S de RL de CV Mexico 100 100 Faurecia Howa Interiors de Mexico SA de CV Mexico 51 100 Netherlands Faurecia Automotive Seating BV Netherlands 100 100 ET Dutch Holdings BV Netherlands 100 100 Faurecia Emissions Control Technologies Netherlands BV Netherlands 100 100 Faurecia Netherlands Holding BV Netherlands 100 100 Poland Faurecia Automotive Polska Spolka Akcyjna Poland 100 100 Faurecia Walbrzych Spolka Akcyjna Poland 100 100 Faurecia Grojec R&D Center Spolka Akcyjna Poland 100 100 Faurecia Legnica Spolka Akcyjna Poland 100 100 Faurecia Gorzow Spolka Akcyjna Poland 100 100 Portugal Faurecia - Assentos de Automovel, Lda Portugal 100 100 SASAL Portugal 100 100 Faurecia - SIstemas De Escape Portugal, Lda Portugal 100 100 EDA - Estofagem de Assentos, Lda Portugal 100 100 Faurecia Sistemas de Interior de Portugal. Componentes Para Automoveis SA Portugal 100 100 Czech Republic Faurecia Exhaust Systems, sro Czech Republic 100 100 Faurecia Automotive Czech Rebublic, sro Czech Republic 100 100 Faurecia Interior Systems Bohemia, sro Czech Republic 100 100 Faurecia Components Pisek, sro Czech Republic 100 100 Faurecia Interiors Pardubice, sro Czech Republic 100 100 Faurecia Emissions Control Technologies, Mlada Boleslav, sro Czech Republic 100 100 Faurecia Plzen, sro Czech Republic 100 100 Romania Faurecia Seating Talmaciu SRL Romania 100 100 Euro Auto Plastic Systems SRL Romania 50 100 Russian Federation OOO Faurecia ADP Russian Federation 60 100 OOO Faurecia Metalloprodukcia Exhaust Systems Russian Federation 70 100 OOO Faurecia Automotive Development Russian Federation 100 100 Faurecia Autocomponent Exterior Systems Russian Federation 100 100 Slovakia Faurecia Slovakia, sro Slovakia 100 100 Sweden Faurecia Exhaust Systems AB Sweden 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

82 Faurecia ANNUAL RESULTS 2014 F-146 Consolidated ﬁ nancial statements Consolidated Companies as of Dec. 2

Interest of the parent Country company (%) Stake (%) (1) Faurecia Interior Systems Sweden AB Sweden 100 100 Thailand Faurecia Interior Systems Thailand Co., Ltd Thailand 100 100 Faurecia Emissions Control Technologies, Thaïland Co., Ltd Thailand 100 100 Faurecia & Summit Iinterior Systems Thailand 50 100 Tunisia Société Tunisienne D’Équipements d’Automobile Tunisia 100 100 Faurecia Informatique Tunisie Tunisia 100 100 Turkey Faurecia Poliﬂ eks Otomotiv Sanayi Ve Ticaret Anonim Sirketi Turkey 100 100 Uruguay Faurecia Automotive del Uruguay SA Uruguay 100 100 II-COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD Germany SAS Autosystemtechnik GmbH und Co. KG Germany 50 50 Brazil FMM Pernambuco Componentes Automotivos Ltda Brazil 35 35 China Changchun Xuyang Faurecia Acoustics & Soft Trim Co., Ltd China 40 40 Zhejiang Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Changchun Huaxiang Faurecia Automotive Plastic Components Co., Ltd China 50 50 Xiangtan Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Lanzhou Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Jinan Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 CSM Faurecia Automotive Systems Co., Ltd China 50 50 Changchun Faurecia Xuyang Automotive Components Technologies R&D Co., Ltd China 45 45 South Korea Kwang Jin Faurecia Co., Ltd South Korea 50 50 AD Tech Co., Ltd South Korea 50 50 Denmark Amminex Emissions Technology ApS Denmark 42 42 Spain Componentes de Vehiculos de Galicia, SA Spain 50 50 Copo Iberica, SA Spain 50 50 Industrias Cousin Frères, SL Spain 50 50 USA Detroit Manufacturing Systems, LLC USA 45 45 DMS leverage lender (LLC) USA 45 45 India NHK F. Krishna India Automotive Seating Private, Ltd India 19 19

(1) Cumulated percentages of interest for fully consolidated companies.

F-147 Faurecia ANNUAL RESULTS 2014 83 Consolidated ﬁ nancial statements 2 Consolidated Companies as of Dec.

Interest of the parent Country company (%) Stake (%) (1) Japan Faurecia-NHK Co., Ltd Japan 49,99 49,99 Portugal Vanpro Assentos Lda Portugal 50 50 Turkey Teknik Malzeme Ticaret Ve Sanayi AS Turkey 50 50

(1) Cumulated percentages of interest for fully consolidated companies.

84 Faurecia ANNUAL RESULTS 2014 F-148 Consolidated ﬁ nancial statements 9 Statutory Auditors’ report on the consolidated ﬁ nancial statements

9.7. Statutory Auditors’ report on the consolidated ﬁ nancial statements

This is a free translation into English of the Statutory Auditors’ report on the consolidated financial statements issued in French and it is provided solely for the convenience of English-speaking users. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant 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 balances, transactions or disclosures. This report also includes information relating to the specific verification of information given in the group’s management report. 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 compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2013, on: c the audit of the accompanying consolidated financial statements of Faurecia; 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 standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the group at December 31, 2013 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Without qualifying our opinion, we draw your attention to the Note 1B to the consolidated financial statements which sets out the effects of the application of the amendment to IAS 19 “Employee Benefits”.

II. Justiﬁ cation of our assessments

F-149 Faurecia REGISTRATION DOCUMENT 2013 205 9 Consolidated ﬁ nancial statements Statutory Auditors’ report on the consolidated ﬁ nancial statements

c the Notes 1-16 and 8 to the consolidated financial statements concerning deferred taxes specify that deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which they can be utilized. Our work consisted in verifying that this method had been correctly applied and reviewing the assumptions supporting the probability of recovery for these deferred tax assets; c as part of our assessment of the accounting principles used by your Company, we verified the methods used to capitalize and amortize development costs. We also verified the recoverable amount of these assets and the appropriateness of the disclosures provided in the Notes 1-3, 1-5 and 11 to the consolidated financial statements. 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. Spec iﬁ c veriﬁ cation

As requir ed 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 its consistency with the consolidated financial statements.

Neuilly-sur-Seine and Paris-La Défense, February 13, 2014

The Statutory Auditors French original signed by

PricewaterhouseCoopers Audit ERNST & YOUNG Audit Éric Bertier Denis Thibon

206 Faurecia REGISTRATION DOCUMENT 2013 F-150 Outlook 2 Consolidated financial statements

CONTENTS

2.1 CONSOLIDATED STATEMENT 2.4 CONSOLIDATED STATEMENT OF OF COMPREHENSIVE INCOME 15 CHANGES IN EQUITY 19

2.2 BALANCE SHEET CONSOLIDATED 16 2.5 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 20 2.3 CONSOLIDATED CASH FLOW STATEMENT 18

F-151 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 13 Consolidated financial statements 2 Consolidated statement of comprehensive income

F-152 14 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Consolidated statement of comprehensive income 2

2.1 Consolidated statement of comprehensive income

(in € millions) Notes 2013 2012* 2011* SALES 4 18,028.6 17,364.5 16,190.2 Cost of sales 5 (16,636.1) (16,038.7) (14,806.4) Research and development costs 5 (254.0) (239.6) (222.3) Selling and administrative expenses 5 (600.2) (569.9) (510.6) OPERATING INCOME (LOSS) 538.3 516.3 650.9 Other non operating income 6 4.8 15.5 0.3 Other non operating expense 6 (111.6) (102.7) (58.2) Income from loans, cash investments and marketable securities 9.0 10.2 10.6 Finance costs (196.9) (175.4) (109.1) Others financial income and expense 7 (46.4) (31.9) (19.0) INCOME (LOSS) BEFORE TAX OF FULLY CONSOLIDATED COMPANIES 197.2 232.0 475.5 Current taxes 8 (132.0) (96.9) (97.7) Deferred taxes 8 67.3 29.5 1.8 NET INCOME (LOSS) OF FULLY CONSOLIDATED COMPANIES 132.5 164.6 379.6 Share of net income of associates 13 14.0 23.6 33.7 NET INCOME OF CONTINUED OPERATIONS 146.5 188.2 413.3 NET INCOME OF DISCONTINUED OPERATIONS (3.1) (2.6) 0.0 CONSOLIDATED NET INCOME (LOSS) 143.4 185.6 413.3 Attributable to owners of the parent 87.6 143.5 371.3 Attributable to minority interests 55.8 42.1 42 Basic earnings (loss) per share (in €) 9 0.79 1.30 3.37 Diluted earnings (loss) per share (in €) 9 0.79 1.26 3.11 Basic earnings (loss) of continued operations per share (in €) 9 0.82 1.32 3.37 Diluted earnings (loss) of continued operations per share (in €) 9 0.82 1.28 3.11

Other comprehensive income

(in € millions) 2013 2012* 2011* CONSOLIDATED NET INCOME (LOSS) 143.4 185.6 413.3 Amounts to be potentially reclassified to profit or loss (40.5) (4.3) (10.1) Gains (losses) arising on fair value adjustments to cash flow hedges 5.2 10.8 (6.3) of which recognized in equity (5.1) (4.0) (7.6) of which transferred to net income (loss) for the period 10.3 14,8 1.3 Exchange differences on translation of foreign operations (45.7) (15.1) (3.8) Amounts not to be reclassified to profit or loss 18.9 (43.1) (14.0) Actuarial gain/(loss) on post employment benefit obligations 18.9 (43.1) (14.0) Total comprehensive income (expense) for the period 121.8 138.2 389.2 Attributable to owners of the parent 68.3 99.5 340.7 Attributable to minority interests 53.5 48.4 48.5

* See Note 1B. F-153 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 15 Consolidated financial statements 2 Balance sheet consolidated Balance sheet consolidated

2.2 Balance sheet consolidated

Assets

(in € millions) Notes Dec. 31, 2013 Dec. 31, 2012* Dec. 31, 2011* Goodwill 10 1,297.1 1,300.0 1,260.6 Intangible assets 11 686.2 588.1 464.2 Property, plant and equipment 12 2,027.9 1,972.2 1,733.4 Investments in associates 13 88.7 85.2 71.0 Other equity interests 14 13.9 13.4 38.8 Other non-current financial assets 15 49.4 54.2 35.4 Other non-current assets 16 18.9 18.1 16.9 Deferred tax assets 8 161.8 95.1 78.3 TOTAL NON-CURRENT ASSETS 4,343.9 4,126.3 3,698.6 Inventories, net 17 1,123.4 1096.2 885.4 Trade accounts receivables 18 1,680.7 1,702.8 1,620.2 Other operating receivables 19 288.1 357.8 297.6 Other receivables 20 184.2 150.0 131.2 Other current financial assets 30 8.7 0.6 1.5 Cash and cash equivalents 21 701.8 628.0 630.1 TOTAL CURRENT ASSETS 3,986.9 3,935.4 3,566.0 Assets held for sale 0.0 8.7 0.0

TOTAL ASSETS 8,330.8 8,070.4 7,264.6

* See Note 1B.

F-154 16 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Balance sheet consolidated Balance sheet consolidated 2

Liabilities

(in € millions) Notes Dec. 31, 2013 Dec. 31, 2012* Dec. 31, 2011* EQUITY Capital 22 858.1 775.8 772.6 Additional paid-in capital 410.4 279.1 282.4 Treasury stock (1.4) (1.6) (1.7) Retained earnings 118.3 (47.2) (396.6) Translation adjustments 28.8 72.3 83.8 Net income (loss) for the period attributable to owners of the parent 87.6 143.5 371.3 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENTS 22 1,501.8 1221.9 1111.8 Minority interests 23 140.5 132.6 113.6 TOTAL SHAREHOLDERS’ EQUITY 1,642.3 1,354.5 1225.4 Long-term provisions 24 283.5 300.8 260.7 Non-current financial liabilities 26 1,308.8 1,671.1 1,240.1 Other non-current liabilities 0.6 0.2 1.5 Deferred tax liabilities 8 19.6 14.0 15.6 TOTAL NON-CURRENT LIABILITIES 1,612.5 1,986.1 1,517.9 Short-term provisions 24 223.2 321.2 322.3 Current financial liabilities 26 920.8 764.6 615.6 Prepayments from customers 169.4 170.3 138.5 Trade payables 3,053.1 2,754.0 2,762.0 Accrued taxes and payroll costs 27 517.2 519.1 507.6 Sundry payables 28 192.3 154.4 175.3 TOTAL CURRENT LIABILITIES 5,076.0 4,683.6 4,521.3 Liabilities linked to assets held for sale 0.0 46.2 0.0

TOTAL LIABILITIES 8,330.8 8,070.4 7,264.6

* See Note 1B.

F-155 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 17 Consolidated financial statements 2 Consolidated cash flow statement Consolidated statement of changes in equity

2.3 Consolidated cash flow statement

(in € millions) Notes Full Year 2013 Full Year 2012 Full Year 2011 I- OPERATING ACTIVITIES Operating Margin 538.3 513.7 650.9 Depreciations and amortizations of assets 532.0 495.5 453.7 EBITDA 1,070.3 1,009.2 1,104.6 Operating short -term and long term provisions (47.2) (65.5) (70.4) Capital (gains) losses on disposals of operating assets 2.7 (0.5) 2.3 Paid restructuring (122.6) (53.9) (94.1) Paid finance costs net of income (187.5) (163.6) (92.2) Other income and expenses paid (38.6) (3.5) 5.5 Paid taxes (134.3) (104.5) (116.2) Dividends from associates 20.2 25.0 21.0 Change in working capital requirement 364.4 (372.1) (35.0) Change in inventories (79.4) (208.9) (137.6) Change in trade accounts receivables (44.0) (91.2) (221.9) Change in trade payables 395.8 (22.6) 312.8 Change in other operating receivables and payables 74.4 (18.1) 20.7 Change in other receivables and payables (excl. Tax) 17.6 (31.2) (9.0) CASH FLOWS PROVIDED BY OPERATING ACTIVITIES 927.4 270.5 725.5 II- INVESTING ACTIVITIES Additionals to property, plant and equipment 12 (518.0) (557.3) (451.4) Additionals intangible assets 11 (4.6) (2.9) (5.9) Capitalized development costs 11 (265.0) (266.7) (180.2) Acquisitions of investments and business (net of cash and cash equivalents) (12.3) (71.2) (66.3) Proceeds from disposal of property, plant and equipment 5.9 13.0 10.2 Proceeds from disposal of financial assets 0.0 0.7 0.2 Change in investment-related receivables and payables (2.1) 7.6 11.0 Other changes (26.8) (26.0) (15.1) CASH FLOWS PROVIDED BY INVESTING ACTIVITIES (822.9) (902.8) (697.5) CASH PROVIDED (USED) BY OPERATING AND INVESTING ACTIVITIES (I)+(II) 104.5 (632.3) 28.0 III- FINANCING ACTIVITIES Issuance of shares by Faurecia and fully-consolidated companies (net of costs) 11.0 9.0 1.2 Option component of convertible bonds 0.0 52.5 0.0 Dividends paid to owners of the parent company 0.0 (38.6) (27.6) Dividends paid to minority interests in consolidated subsidiaries (47.9) (27.0) (26.7) Other financial assets and liabilities 0.0 0.0 0.0 Issuance of debt securities and increase in other financial liabilities 473.0 850.5 925.1 Repayment of debt and other financial liabilities (398.4) (244.3) (881.9) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 37.7 602.1 (9.9) IV- OTHER CHANGES IN CASH AND CASH EQUIVALENTS Impact of exchange rate changes on cash and cash equivalents (27.7) (6.9) 6.2 Net flows from discontinued operations (40.7) 35.0 0.0 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 73.8 (2.1) 24.3 CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR 628.0 630.1 605.8 CASH AND CASH EQUIVALENTS AT END OF YEAR 701.8 628.0 630.1

F-156 18 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Consolidated cash flow statement Consolidated statement of changes in equity 2

2.4 Consolidated statement of changes in equity

Valuation adjustments Retained Equity earnings Actuarial gain/ attribu- and net Trans- (loss) on post table to Additional income lation Cash employment owners Mino- Number of Capital paid-in Treasury (loss) for the adjust- flow benefit of the rity inte- (in € millions) shares (3) stock capital Stock period ments hedges obligations parent rests Total Shareholders’ equity as of Dec 31, 2011 before appropriation of net income (loss) 110,366,728 772.5 282.4 (10.4) (317.2) 94.0 (10.8) 810.5 87.7 898.2 Impact of IAS19R adoption* (12.0) (13.4) (25.4) (25.4) Shareholders’ equity as of Dec. 31, 2011 before appropriation of net income) & after IAS19R 110,366,728 772.5 282.4 (10.4) (329.2) 94.0 (10.8) (13.4) 785.1 87.7 872.8 Net income (loss) 371.3 371.3 42.0 413.3 Other comprehensive income (10.2) (6.3) (14.1) (30.6) 6.5 (24.1) Total income (expense) recognized in equity 371.3 (10.2) (6.3) (14.1) 340.7 48.5 389.2 Capital increase (1) 1,617 0.1 0.1 1.2 1.3 2010 dividends (27.6) (27.6) (26.7) (54.3) Measurement of stock options 11.1 11.1 11.1 Purchases and sales of treasury stock 8.7 (2.3) 6.4 6.4 Option component of convertible bonds 0.0 0.0 Changes in scope of consolidation (4.0) (4.0) 2.9 (1.1) Shareholders’ equity as of Dec. 31, 2011 before appropriation of net income (loss)* 110,368,345 772.6 282.4 (1.7) 19.3 83.8 (17.1) (27.5) 1,111.8 113.6 1,225.4 Net income (loss) 143.5 143.5 42.1 185.6 Other comprehensive income (11.7) 10.8 (43.1) (44.0) (3.4) (47.4) Total income (expense) recognized in equity 143.5 (11.7) 10.8 (43.1) 99.5 38.7 138.2 Capital increase (2) 465,400 3.3 (3.3) 0.0 8.7 8.7 2011 dividends (38.6) (38.6) (27.0) (65.6) Measurement of stock options (2.3) (2.3) (2.3) Purchases and sales of treasury stock 0.1 0.1 0.1 Option component of convertible bonds 52.5 52.5 52.5 Changes in scope of consolidation (1.1) (1.1) (1.4) (2.5) Shareholders’ equity as of Dec. 31, 2012 before appropriation of net income (loss)* 110,833,745 775.9 279.1 (1.6) 173.3 72.1 (6.3) (70.6) 1,221.9 132.6 1,038.5 Net income (loss) 87.6 87.6 55.8 143.4 Other comprehensive income (43.4) 5.2 18.9 (19.3) (2.3) (21.6) Total income(expense) recognized in equity 87.6 (43.4) 5.2 18.9 68.3 53.5 121.8 Capital increase (1) & (2) 11,754,390 82.2 131.3 213.5 10.3 223.8 2012 dividends 0.0 0.0 (48.9) (48.9) Measurement of stock options and shares grant 2.1 2.1 2.1 Purchases and sales of treasury stock 0.2 0.0 0.2 0.2 Option component of convertible bonds 0.0 0.0 0.0 Changes in scope of consolidation and other (4.2) (4.2) (7.0) (11.2) Shareholders’ equity as of Dec. 31, 2013 before appropriation of net income (loss) 122,588,135 858.1 410.4 (1.4) 258.8 28.7 (1.1) (51.7) 1,501.8 140.5 1,642.3 * See Note 1B. (1) Capital increase arising from the conversion of bonds for the group part. (2) Capital increase arising from free shares allocation. (3) o/w 270,814 of treasury stock as of 12/31/2010, 46,872 as of 12/31/2011, 41,979 as of 12/31/2012 and 44,162 as of 12/31/2013 (cf. Note 22.3).

F-157 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 19 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

2.5 Notes to the consolidated financial statements

CONTENTS

Note 1A Summary of significant accounting policies 21 Note 19 Other operating receivables 47 Note 1B Changes to previously published Note 20 Other receivables 48 financial statements 28 Note 21 Cash and cash equivalents 48 Note 2 Changes in scope of consolidation 30 Note 22 Shareholders’ equity 48 Note 3 Events after the balance sheet date 30 Note 23 Minority interests 51 Note 4 Information by operating segment 30 Note 24 Long and short term provisions 51 Note 5 Analysis of operating expenses 35 Note 25 Provisions for pensions and other post Note 6 Other non operating income and expense 37 employment benefits 53 Note 7 Other financial income and expense 38 Note 26 Net debt 59 Note 8 Corporate income tax 38 Note 27 Accrued taxes and payroll costs 64 Note 9 Earnings per share 40 Note 28 Sundry payables 64 Note 10 Goodwill 41 Note 29 Financial instruments 65 Note 11 Intangible assets 42 Note 30 Hedging of currency and interest rate risks 69 Note 12 Property, plant and equipment 43 Note 31 Commitments given and contingent liabilities 75 Note 13 Investments in associates 44 Note 32 Related party transactions 76 Note 14 Other equity interests 45 Note 33 Fees paid to the Statutory Auditors 77 Note 15 Other non current financial assets 46 Note 34 Information on the consolidating company 77 Note 16 Other non current assets 46 Note 35 Dividends 77 Note 17 Inventories and work in progress 46 Note 18 Trade accounts receivables 47

Faurecia S.A. and its subsidiaries (“Faurecia”) form one of the world’s leading automotive equipment suppliers in four vehicle businesses: Automotive Seating, Emission Control Technologies, Interior Systems and Automotive Exteriors. 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 were approved for issue by Faurecia’s Board of Directors on February 11, 2014. The accounts were prepared on a going concern basis.

F-158 20 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 1A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements of the Faurecia Group have been prepared in accordance with International Financial Reporting Standards (IFRS) published by the IASB, as adopted by the European Union and available on the European Commission website: http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm These standards include International Financial Reporting Standards and International Accounting Standards (IAS), a well as the related International Financial Reporting Interpretations Committee (IFRIC) interpretations. The standards used to prepare the 2013 consolidated financial statements and comparative data for 2012 and 2011 are those published in the Official Journal of the European Union (OJEU) as of December 31, 2013, whose application was mandatory at that date. The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all of the years presented. Since January 1, 2013 Faurecia has applied the standard IFRS 13 and the amendments and revisions to the existing standards IAS 1, IAS12, IAS 19, IFRS 7, the IFRS annual improvement cycle (cycle 2009-2011) and IFRIC 20; except for IAS19 which impacts are described in Note 1B, these amendments did not have any material impact on the consolidated financial statements as from December 31, 2013. Moreover, Faurecia has not applied by anticipation the standards, amendments or interpretations: • adopted by the European Union but which application is due after December 31, 2013 (standards and amendments to IFRS10, IFRS11, IFRS12, IAS27, IAS28, IAS32, IAS36, IAS39). No significant impact is expected when applying them; • not yet adopted by the European Union as of December 31, 2013 (IAS 39, IAS 19, IFRS 9 and IFRIC 21).

1.1 Consolidation principles

Companies over which the Group exercises significant influence and which are at least 20%-owned are consolidated where one or more of the following criteria are met: annual sales of over €20 million, total assets of over €20 million, and/or debt of over €5 million. Non-consolidated companies are not material, either individually or in the aggregate. Subsidiaries controlled by the Group are fully consolidated. Control is presumed to exist where the Group holds more than 50% of a company’s voting rights, and may also arise as a result of shareholders’ agreements. Subsidiaries are fully consolidated as of the date on which control is transferred to the Group. They are no longer consolidated as of the date that control ceases. Companies over which the Group exercises significant influence but not control -generally through a shareholding representing between 20% and 50% of the voting rights are accounted for by the equity method. The Faurecia Group’s financial statements are presented in euros. The functional currency of foreign subsidiaries is generally their local currency. The assets and liabilities of these companies are translated into euros at the year-end exchange rate and income statement items are translated at the average exchange rate for the year. The resulting currency translation adjustments are recorded in equity. Certain companies located outside the euro- or the US dollar zone and which carry out the majority of their transactions in euros or US dollars may, however, use euros or US dollars as their functional currency. All material intercompany transactions are eliminated in consolidation, including intercompany gains. The accounting policies of subsidiaries and companies accounted for by the equity method are not significantly different from those applied by the Group.

1.2 Goodwill

F-159 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 21 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

In accordance with IAS 36, goodwill is not amortized but is tested for impairment at least once a year and more often if there is an indication that it may be impaired. For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGUs). A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The CGU to which goodwill is allocated represents the lowest level within the operating segment at which goodwill is monitored for internal management purposes. The Group has identified the following CGUs: • Automotive Seating; • Emissions Control Technologies; • Automotive Interiors; • Automotive Exteriors. The carrying amount of assets and liabilities thus grouped is compared to the higher of its market value and value in use, which is equal to the present value of the net future cash flows expected, and their net market value including costs of disposal.

1.3 Intangible assets

A - RESEARCH AND DEVELOPMENT EXPENDITURE The Faurecia Group incurs certain development costs in connection with producing and delivering modules for specific customer orders which are not considered as sold to the customer, especially when paid for by the customer on delivery of each part. In accordance with IAS 38, these development costs are recorded as an intangible asset where the company concerned can demonstrate: • its intention to complete the project as well as the availability of adequate technical and financial resources to do so; • how the customer contract will generate probable future economic benefits and the company’s ability to measure these reliably; • its ability to measure reliably the expenditure attributable to the contracts concerned (costs to completion). These capitalized costs are amortized to match the quantities of parts delivered to the customer, over a period not exceeding five years except under exceptional circumstances. Research costs, and development costs that do not meet the above criteria, are expensed as incurred.

B - OTHER INTANGIBLE ASSETS Other intangible assets include development and purchase costs relating to software used within the Group – which are amortized on a straight-line basis over a period of between one and three years – as well as patents and licenses.

1.4 Property, plant and equipment

Buildings 20 to 30 years Leasehold improvements, fixtures and fittings 10 to 20 years Machinery, tooling and furniture 3 to 10 years

F-160 22 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

It is depreciated to match the quantities of parts delivered to the customer over a maximum of five years, in line with the rate at which models are replaced. Investment grants are recorded as a deduction from the assets that they were used to finance. Property, plant and equipment acquired under finance leases which transfer substantially all the risks and rewards incidental to ownership of the asset to the lessee are recorded under assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments. The recognized assets are subsequently depreciated as described above. An obligation of the same amount is recorded as a liability.

1.5 Cash generating units and impairment tests

1.6 Financial assets and liabilities (excluding derivatives)

A - DEFINITIONS In accordance with IAS 39, the Group classifies its financial assets in the following categories: loans and receivables, available-for-sale financial assets, and financial assets at fair value through profit or loss. They are recorded on the following balance sheet items: “Other equity interests” (Note 14), “Other non-current financial assets” (Note 15), “Trade account receivables” (Note 18), “Other operating receivables” (Note 19), “Other receivables” (Note 20) and “Cash and cash equivalents” (Note 21). The Group does not use the IAS 39 categories of “Held-to-maturity investments” or “Financial assets held for trading”. The Group’s financial liabilities fall within the IAS 39 categories of (i) financial liabilities at fair value through profit or loss, and (ii) other financial liabilities measured at amortized cost. They are recorded on the following balance sheet items: “current financial liabilities” and “non current financial liabilities” (Note 26), “Accrued taxes and payroll costs” (Note 27) and “Other payables” (Note 28). Financial assets and liabilities are broken down into current and non-current components for maturities at the balance sheet date: under or over a year.

B - RECOGNITION AND MEASUREMENT OF FINANCIAL ASSETS

(b) Loans and other financial assets Loans and other financial assets are initially stated at fair value and then at amortized cost, calculated using the effective interest method. Provisions are booked on a case-by-case basis where there is a risk of non-recovery.

F-161 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 23 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

C - RECOGNITION AND MEASUREMENT OF FINANCIAL LIABILITIES The Group’s financial liabilities are generally measured at amortized cost using the effective interest method.

1.7 Inventories and work-in-progress

Inventories of raw materials and supplies are stated at cost, determined by the FIFO method (First-In, First-Out). Finished and semi-finished products, as well as work-in-progress, are stated at production cost, determined by the FIFO method. Production cost includes the cost of materials and supplies as well as direct and indirect production costs, excluding overhead not linked to production and borrowing costs. Work-in-progress includes the costs of internally-manufactured specific tooling or development work which is sold to customers, i.e. where the related risks and rewards are transferred. These costs are recognized in the income statement over the period in which the corresponding sales are made, as each technical stage is validated by the customer, or when the tooling is delivered if the contract does not provide for specific technical stages. Provisions are booked for inventories for which the probable realizable value is lower than cost.

1.8 Foreign currency transactions

1.9 Derivatives

F-162 24 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

1.10 Minority interests

This item corresponds to minority shareholders’ interests in the equity of consolidated subsidiaries.

1.11 Provisions for pensions and other post-employment benefits

Group employees may receive, in addition to their pensions in conformity with the applicable regulations in the countries where are located the Group companies employing them, additional benefits or retirement indemnities (Note 25). The Group offers these benefits through either defined benefits or defined contribution regimes. The valuation and accounting methodologies followed by the Group are the following: • For defined contribution plans, costs are recognized as expenses based on contributions; • The liability for defined benefit plans is determined on an actuarial basis using the projected unit credit method, according the agreements effective in each concerned Group company. The valuation takes into account the probability of employees staying with the Group up to retirement age and expected future salary levels as well as other economical assumptions (such as the inflation rate, the discount rate) for each concerned zone or country. These assumptions are described in Note 25.2. Benefit obligations are partially funded by contributions to external funds. In cases where the funds are permanently allocated to the benefit plan concerned, their value is deducted from the related liability. An excess of plan assets is only recognized in the balance sheet when it represents future benefits effectively available for the Group. Periodic pension and other employee benefit costs are recognized as operating expenses over the benefit vesting period. Actuarial gains and losses on defined benefits plan are recognized in other comprehensive income. In case of a change in regime, past service costs are fully recognized as operating expenses, the benefits being fully acquired or not. The expected rate of return of defined benefits plan assets is equal to the discount rate used to value the obligation. This return is recorded in “Other financial income and expense”. The other post employment benefits mainly cover seniority bonuses as well as health care benefits. The obligation is valued using similar methodology, assumptions and frequency as the ones used for post employment benefits.

1.12 Stock option, share grant and free shares plans

1.13 Restructuring and reorganization provisions

A provision is booked when Group General Management has decided to streamline the organization structure and announced the program to the employees affected by it or their representatives.

F-163 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 25 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

1.14 Sales recognition

1.15 Operating income

Operating income is the Faurecia Group’s principal performance indicator. It corresponds to net income of fully consolidated companies before: • other operating income and expense, corresponding to material, unusual and non-recurring items including reorganization expenses and early retirement costs, the impact of exceptional events such as the discontinuation of a business, the closure or sale of an industrial site, disposals of non-operating buildings, impairment losses recorded for property, plant and equipment or intangible assets, as well as other material and unusual losses; • income on loans, cash investments and marketable securities; • finance costs; • other financial income and expense, which include the impact of discounting the pension benefit obligation and the return on related plan assets, the ineffective portion of interest rate and currency hedges, changes in value of interest rate and currency instruments for which the hedging relationship does not satisfy the criteria set forth in relationship cannot be demonstrated under IAS 39, and gains and losses on sales of shares in subsidiaries; • taxes.

1.16 Deferred tax

Deferred taxes are recognized using the liability method for temporary differences arising between the tax bases for assets and liabilities and their carrying amounts on the consolidated financial statements. Temporary differences mainly arise from tax loss carryforwards and consolidation adjustments to subsidiaries’ accounts. Deferred taxes are measured using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available in the short or medium term against which the temporary differences or the loss carry forward can be utilized. Where appropriate, a deferred taxes liability is booked to cover taxes payable on the distribution of retained earnings of subsidiaries and associates which are not considered as having been permanently reinvested and for which the group is not in a position to control the date when the timing difference will reverse.

F-164 26 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

1.17 Use of estimates

1.18 Earnings per share

1.19 Discontinued operations and assets held for sale

Non-current assets or disposal groups are held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable. These assets (or disposal groups) are presented separately on a line “assets held for sale” in the consolidated balance sheet when they are significant. The asset (or disposal group) is being measured on initial recognition at the lower of its carrying amount and fair value less costs to sell. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the consolidated balance sheet. An operation considered as held for sale is defined as a component of the Group, for which either a sale is ongoing, or being classified as assets or a disposal group as held for sale, and representing a business or a geographical area significant for the group, or a business acquired only to be sold. The results and cash flows of discontinued operations or held for sale are presented separately in the statement of financial position for all prior periods presented in the financial statements. Assets and liabilities as held for sale are presented without any restatement from the prior year.

F-165 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 27 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

NOTE 1B CHANGES TO PREVIOUSLY PUBLISHED FINANCIAL STATEMENTS

Since January 1, 2013 Faurecia has applied the amendments to the existing standard IAS19; the application of these amendments being retrospective, the previously published financial statements have been modified accordingly. The impacts are presented in the following schedules. The amendments to IAS 19 Employee benefits suppresses notably the possibility retained so far by Faurecia to apply the corridor method. All actuarial gains and losses as well as service costs are now directly accounted for as liabilities in the balance sheet. Actuarial variances are fully recognized through other comprehensive income (expense) directly in equity and past service costs in period net income. These amendments also define the return on assets as the discount rate used to measure the benefits liability.

A - Consolidated statement of comprehensive income

Full-year 2012 published in IAS19R Full-year 2012 (in € millions) February 2013 restatements restated Cost of sales (16,041.3) 2.6 (16,038.7) Operating income (loss) 513.7 2.6 516.3 Other financial income and expense (30.5) (1.4) (31.9) Income (loss) before tax of fully consolidated companies 230.8 1.2 232.0 NET INCOME (LOSS) OF FULLY CONSOLIDATED COMPANIES 163.4 1.2 164.6 Net income of continued operations 187.0 1.2 188.2 Net income of discontinued operations (2.6) (2.6) CONSOLIDATED NET INCOME (LOSS) 184.4 1.2 185.6 Attributable to owners of the parent 142.3 1.2 143.5 Attributable to minority interests 42.1 42.1 Basic earnings (loss) per share (in €) 1.29 1.30 Diluted earnings (loss) per share (in €) 1.25 1.26 Basic earnings (loss) of continued operations per share (in €) 1.31 1.32 Diluted earnings (loss) of continued operations per share (in €) 1.27 1.28

F-166 28 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

Other comprehensive income

Full-year Full-year 2011 2012 published Full-year published Full-year in February IAS19R 2011 in February IAS19R 2012 (in € millions) 2012 restatements restated 2013 restatements restated CONSOLIDATED NET INCOME (LOSS) 413.3 0.0 413.3 184.4 1.2 185.6 Amounts to be potentially reclassified to profit or loss (7.5) (2.6) (10.1) (4.6) 0.3 (4.3) Gains (losses) arinsing on fair value adjustments to cash flow hedges (6.3) (6.3) 10.8 10.8 of which recognized in equity (7.6) (7.6) (4.0) (4.0) of which transferred to net income (loss) for the period 1.3 1.3 14.8 14.8 Exchange differences on translation of foreign operations (1.2) (2.6) (3.8) (15.4) 0.3 (15.1) Amounts not to be reclassified to profit or loss 0.0 (14.0) (14.0) 0.0 (43.1) (43.1) Actuarial gain/(loss) on post employment benefit obligations (14.0) (14.0) (43.1) (43.1) TOTAL COMPREHENSIVE INCOME (EXPENSE) FOR THE PERIOD 405.8 (16.6) 389.2 179.8 (41.6) 138.2 Attributable to owners of the parent 357.4 (16.7) 340.7 141.0 (41.5) 99.5 Attributable to minority interests 48.4 0.1 48.5 38.8 (0.1) 38.7

B - Balance sheet consolidated

Assets

Liabilities

Dec. 31, 2011 Dec. 31, 2012 published in IAS19R Dec. 31, 2011 published in IAS19R Dec. 31, 2012 (in € millions) February 2012 restatements restated February 2013 restatements restated Equity Capital 772.6 772.6 775.8 775.8 Additional paid-in capital 282.4 282.4 279.1 279.1 Treasury stock (1.7) (1.7) (1.6) (1.6) Retained earnings (357.1) (39.5) (396.6) 35.5 (82.7) (47.2) Translation adjustments 86.4 (2.6) 83.8 74.4 (2.1) 72.3 Net income (loss) for the period attributable to owners of the parent 371.3 371.3 142.3 1.2 143.5 EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENTS 1,153.9 (42.1) 1,111.8 1305.5 (83.6) 1221.9 Minority interests 113.5 0.1 113.6 132.6 132.6 TOTAL SHAREHOLDERS’ EQUITY 1,267.4 (42.0) 1,225.4 1,438.1 (83.6) 1,354.5 Long-term provisions 218.8 41.9 260.7 217.0 83.8 300.8 Deferred tax liabilities 15.5 0.1 15.6 14.0 14.0

F-167 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 29 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

NOTE 2 CHANGES IN SCOPE OF CONSOLIDATION

2.1 Change in scope of consolidation in 2013

In the Interior Systems business, Faurecia Summit Interior Systems, held at 50% by Faurecia, has been created in Thailand and is fully consolidated since March 2013. Foshan Faurecia Xuyang Interior Systems Company Limited, held at 60% by Faurecia, has been created in China and is fully consolidated since June 2013. CSM Faurecia Automotive Parts Company Limited, held at 50% by Faurecia, has been created in China and is consolidated by equity method from July 2013. In the Automotive Seating business, Changchun Faurecia Xuyang Automotive Components Technologies R&D Company Limited, held at 45% by Faurecia, has been created in China and is consolidated by equity method since June 2013. Faurecia Azin Pars, held at 51% by Faurecia, was producing seats in Iran for the Renault group. Considering the restrictions on export to Iran, imposed by the US authorities, the production has been stopped and no operating margin has been recognized during the second semester of 2013. Due to the uncertainty on the restart of activity in Iran, the assets related to this subsidiary have been impaired as of December 31st, 2013 for an amount of € 8,1 millions (see note 6). In the Emission Control Technologies business, Faurecia Emissions Control Technologies (Foshan) Company Limited, held at 51% by Faurecia, has been created in China and is consolidated by equity method since August 2013. Faurecia Emissions Control Technologies Ningbo Hangzhou Bay, held at 66% by Faurecia, has been created in China and is consolidated since December 2013.

2.2 Reminder of change in scope of consolidation introduced in 2012

In the Interior Systems business, the operations of the Mornac (France) and Pardubice (Czech Republic) sites, acquired from Mecaplast, have been consolidated following their acquisition from March 1, 2012, as well as operations from the St Quentin site (France), acquired from Borgers, from May 1, 2012 and the Saline operations (USA), acquired from the Ford group, from June 1, 2012. For the last, the cockpit assembly activities, acquired with the main activity, and which are progressively transferred by Faurecia to the Detroit Manufacturing Systems company, 45% held by Faurecia, are presented as discontinued operations in compliance with IFRS 5. In the Automotive Exteriors business, the operations taken over from Sora have been consolidated following their acquisition from July 1, 2012 as well as the operation taken over from Plastal France from September 1, 2012. The company Changchun Xuyang Faurecia Acoustics & Soft Trim Co., Ltd., 40% held by Faurecia, has been consolidated by equity method from July 1, 2012, as well as the company Amminex, now held at 42% by Faurecia, as of December 1st, 2012.

NOTE 3 EVENTS AFTER THE BALANCE SHEET DATE

No significant post-balance sheet events have occurred.

NOTE 4 INFORMATION BY OPERATING SEGMENT

For internal reporting purposes the Group is structured into the following four business units based on the type of products and services provided: • Automotive Seating (design of vehicle seats, manufacture of seating frames and adjustment mechanisms, and assembly of complete seating units); • Emissions Control Technologies (design and manufacture of exhaust systems); • Interior Systems (design and manufacture of instrument panels, door panels and modules, and acoustic components); • Automotive Exteriors (design and manufacture of front ends and safety modules).

F-168 30 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

These business units are managed on an independent basis in terms of reviewing their individual performance and allocating resources. The tables below show reconciliation between the indicators used to measure the performance of each segment – notably operating income – and the consolidated financial statements. Borrowings, other operating income and expense, financial income and expense, and taxes are monitored at Group level and are not allocated to the various segments. In order to present information improving the comparability with other companies and to supply a lore accurate information, Faurecia is no more using the possibility given by IFRS 8 to aggregate business units. The information per operating segment is therefore given per business unit; in order to ensure comparability, the same information is given for 2012 and 2011.

4.1 Key figures by operating segment

2013

Emission Automotive Control Interior Automotive (In € Millions) Seating Technologies Systems Exterior Other Total Sales 5,231.0 6,351.4 4,593.2 1,904.8 314.2 18,394.6 Inter-segment eliminations (12.1) (0.9) (33.2) (5.6) (314.2) (366.0) Consolidated sales 5,218.9 6,350.5 4,560.0 1,899.2 0.0 18,028.6 Operating income (loss) before allocation of costs 218.5 200.0 85.2 38.4 (3.8) 538.3 Allocation of costs (1.1) (1.0) (1.2) (0.5) 3.8 0.0 Operating income 217.4 199.0 84.0 37.9 0.0 538.3 Other non-operating income 4.8 Other non-operating expense (111.6) Finance costs, net (187.9) Other financial income and expense (46.4) Corporate income tax (64.7) Share of net income of associates 14.0 Net income of continued operations 146.5 Net income of discontinued operations (3.1) NET INCOME (LOSS) 143.4 Segment assets Property, plant and equipment, net 482.4 568.4 702.6 258.6 15.9 2,027.9 Other segment assets 2,059.2 1,523.4 1,148.3 489.7 (31.0) 5,189.6 Total segment assets 2,541.6 2,091.8 1,850.9 748.3 (15.1) 7,217.5 Investments in associates 88.7 Other equity interests 13.9 Short and long-term financial assets 780.4 Tax assets (current and deferred) 230.3 Assets held for sale 0.0 TOTAL ASSETS 8,330.8 Segment liabilities 1,393.2 1,353.3 1,097.4 424.0 126.9 4,394.8 Borrowings 2,229.6 Tax liabilities (current and deferred) 64.1 Liabilities linked to assets held for sale 0.0 Equity and minority interests 1,642.3 TOTAL LIABILITIES 8,330.8 Capital expenditure 117.9 126.4 187.1 60.9 25.7 518.0 Depreciation of items of property, plant and equipment (95.3) (80.1) (121.5) (41.8) (3.1) (341.8) Impairment of property, plant and equipment (6.2) 0.0 (1.6) (0.7) 0.0 (8.5) Headcounts 33,565 21,124 32,831 7,927 1,972 97,419

F-169 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 31 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

2012

Emission Automotive Control Interior Automotive (in € millions) Seating Technologies Systems Exterior Other Total Sales 5,166.2 6,086.2 4,385.3 1,787.4 324.5 17,749.6 Inter-segment eliminations (10.3) (6.7) (32.6) (11.0) (324.5) (385.1) Consolidated sales 5,155.9 6,079.5 4,352.7 1,776.4 0.0 17,364.5 Operating income (loss) before allocation of costs 193.1 148.5 132.4 43.4 (1.2) 516.2 Allocation of costs (0.4) (0.3) (0.3) (0.1) 1.2 0.1 Operating income 192.7 148.2 132.1 43.3 0.0 516.3 Other non-operating income 15.5 Other non-operating expense (102.7) Finance costs, net (165.2) Other financial income and expense (31.9) Corporate income tax (67.4) Share of net income of associates 23.6 Net income of continued operations 188.2 Net income of discontinued operations (2.6) NET INCOME (LOSS) 185.6 Segment assets Property, plant and equipment, net 478.6 553.3 657.4 260.5 22.4 1,972.2 Other segment assets 1,853.2 1,483.4 1,285.5 465.4 50.4 5,137.9 Total segment assets 2,331.8 2,036.7 1,942.9 725.9 72.8 7,110.1 Investments in associates 85.2 Other equity interests 13.4 Short and long-term financial assets 703.3 Tax assets (current and deferred) 149.7 Assets held for sale 8.7 TOTAL ASSETS 8,070.4 Segment liabilities 1,275.3 1,237.6 1,125.7 413.9 133.8 4,186.3 Borrowings 2,435.7 Tax liabilities (current and deferred) 47.7 Liabilities linked to assets held for sale 46.2 Equity and minority interests 1,354.5 TOTAL LIABILITIES 8,070.4 Capital expenditure 113.1 152.7 179.6 88.8 23.1 557.3 Depreciation of items of property, plant and equipment (95.0) (76.2) (111.8) (38.4) (1.4) (322.8) Impairment of property, plant and equipment (4.1) 0.0 0.0 0.0 (4.1) Headcounts 33,586 20,374 30,892 7,267 1,799 93,918

F-170 32 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

2011

Emission Automotive Control Interior Automotive (in € millions) Seating Technologies Systems Exterior Other Total Sales 4,992.4 5,781.1 3,684.6 1,802.5 319.6 16,580.3 Inter-segment eliminations (11.2) (1.8) (39.1) (18.3) (319.6) (390.1) Consolidated sales 4,981.2 5,779.3 3,645.5 1,784.2 0.0 16,190.2 Operating income (loss) before allocation of costs 223.4 158.4 198.2 93.2 (22.4) 650.9 Allocation of costs (7.3) (5.6) (6.8) (2.7) 22.4 0.0 Operating income 216.1 152.8 191.4 90.6 0.0 650.9 Other non-operating income 0.3 Other non-operating expense (58.2) Finance costs, net (98.5) Other financial income and expense (19.0) Corporate income tax (95.9) Share of net income of associates 33.7 Net income of continued operations 413.3 Net income of discontinued operations 0.0 NET INCOME (LOSS) 413.3 Segment assets Property, plant and equipment, net 471.3 486.8 545.4 211.3 18.6 1,733.4 Other segment assets 1,771.3 1,441.2 1,001.2 339.9 52.0 4,605.6 Total segment assets 2,242.6 1,928.0 1,546.6 551.2 70.6 6,339.0 Investments in associates 71.0 Other Equity interests 38.8 Short and long-term financial assets 683.9 Tax assets (current and deferred) 131.9 Assets held for sale 0.0 TOTAL ASSETS 7,264.6 Segment liabilities 1,298.5 1,334.5 1,050.1 344.6 105.3 4,133.0 Borrowings 1,855.7 Tax liabilities (current and deferred) 50.5 Liabilities linked to assets held for sale 0.0 Equity and minority interests 1,225.4 TOTAL LIABILITIES 7,264.6 Capital expenditure 99.1 143.3 148.6 47.1 13.3 451.4 Depreciation of items of property, plant and equipment (96.7) (66.7) (99.0) (36.9) 0.5 (298.8) Impairment of property, plant and equipment (0.2) (3.6) (3.2) (0.2) (7.2) Headcounts 32,151 19,179 25,005 6,258 1,586 84,179

F-171 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 33 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

Sales by operating segment break down as follows:

(in € millions) 2013 % 2012 % 2011 % -Automotive- Seating 5,218.9 29 5,155.9 30 4,981.2 31 --Emissions Control Technologies 6,350.5 35 6,079.5 35 5,779.3 36 -Interior- Systems 4,560.0 25 4,352.7 25 3,645.5 23 -A- utomotive Exteriors 1,899.2 11 1,776.4 10 1,784.2 11

TOTAL 18,028.6 100 17,364.5 100 16,190.2 100

4.2 Sales by major customer

Sales by major customer* break down as follows:

(in € millions) 2013 % 2012 % 2011 % VW group 3,556.7 20 3,523.1 20 3,418.0 21 Ford group 2,352.4 13 2,079.9 12 1,652.2 10 PSA Peugeot Citroën 2,263.4 13 2,263.2 13 2,433.9 15 Renault-Nissan 1,470.4 8 1,509.5 9 1,555.2 10 GM 1,309.4 7 1,356.7 8 1,277.5 8 BMW 1,070.8 6 1,106.6 6 1,092.6 7 Others 6,005.5 33 5,525.5 32 4,760.8 29

TOTAL 18,028.6 100 17,364.5 100 16,190.2 100

* The presentation of sales invoiced may differ from the one of sales by end customer when products are transferred to intermediary assembly companies.

4.3 Key figures by geographic region

Sales are broken down by destination region. Other items are presented by the region where the companies involved operate:

2013

2012

F-172 34 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

2011

Other European North South Other (in € millions) France Germany countries America America Asia countries Total Sales 2,281.6 3,939.4 3,828.3 3,359.7 729.6 1,772.2 279.5 16,190.2 Net property, plant and equipment 325.8 254.0 502.4 317.5 93.8 175.5 64.4 1,733.4 Capital expenditure 85.2 49.2 106.8 76.1 43.9 65.3 24.9 451.4 Number of employees as of December 31 14,237 13,261 24,204 15,973 5,180 8,952 2,372 84,179

NOTE 5 ANALYSIS OF OPERATING EXPENSES

5.1 Analysis of operating expenses by function

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Cost of sales (16,636.1) (16,038.7) (14,806.4) Research and development costs (254.0) (239.6) (222.3) Selling and administrative expenses (600.2) (569.9) (510.6)

TOTAL (17,490.3) (16,848.2) (15,539.3)

5.2 Analysis of operating expenses by nature

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Purchases consumed (12,383.6) (11,983.4) (11,048.9) External costs (1,682.9) (1,629.0) (1,420.7) Personnel costs (3,239.8) (3,182.9) (2,883.2) Taxes other than on income (48.7) (59.7) (56.5) Other income and expenses* 353.7 442.5 257.1 Depreciation, amortization and provisions for impairment in value of non-current assets (532.0) (495.7) (453.6) Charges to and reversals of provisions 43.0 60.0 66.5

TOTAL (17,490.3) (16,848.2) (15,539.3)

* Including production taken into inventory or capitalized. 319.2 427.6 298.4 The CICE (tax credit for competitivity and employment) has been allocated to personnel costs; it amounts to €10.5 millions in 2013.

F-173 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 35 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

5.3 Personnel costs

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Wages and salaries* (2,574.7) (2,512.2) (2,260.8) Payroll taxes (665.1) (670.7) (622.4)

TOTAL (3,239.8) (3,182.9) (2,883.2)

* Of which temporary employee costs (253.6) (256.2) (250.5) Details of expenses relating to the Group’s stock option and free shares plans and pension costs are provided in Notes 22.2 and 25, respectively.

5.4 Research and development costs

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Research and development costs, gross (916.5) (943.0) (759.6) -Amounts- billed to customers and changes in inventories 575.3 595.9 498.0 -Capitalized- development costs 258.4 263.9 178.9 -Amortization- of capitalized development costs (171.5) (158.9) (141.7) -Char- ges to and reversals of provisions for impairment of capitalized development costs 0.3 2.5 2.1 NET EXPENSE (254.0) (239.6) (222.3)

5.5 Depreciation, amortization and provisions for impairment in value of non current assets

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Amortization of capitalized development costs (171.5) (158.9) (141.7) Amortization of items of property, plant and equipment (24.2) (21.4) (20.9) Depreciation of specific tooling 0.5 4.1 3.2 Depreciation and impairment of other items of property, plant and equipment (337.1) (322.0) (296.3) Provisions for impairment of capitalized development costs 0.3 2.5 2.1

TOTAL (532.0) (495.7) (453.6)

F-174 36 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 6 OTHER NON OPERATING INCOME AND EXPENSE

Other non-operating income and expense are analyzed as follows:

OTHER NON-OPERATING INCOME

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Provision for contingencies 0.0 0.0 0.3 Badwill from acquisitions* 0.0 15.5 0.0 Losses on disposals of assets 0.0 0.0 0.0 Other 4.8 0.0 0.0

TOTAL 4.8 15.5 0.3

* This item includes the badwill from the acquisition of Saline in 2012.*

OTHER NON-OPERATING EXPENSES

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Reorganization expenses* (91.3) (83.7) (55.8) Losses on disposal of assets (0.1) (0.3) 0.0 Other** (20.2) (18.7) (2.4)

TOTAL (111.6) (102.7) (58.2)

* As of December 31,2013, this item includes restructuring costs in the amount of €84.3 million and provisions for impairment in value of non-current assets in the amount of €7.0 million, versus respectively, €79.4 million and €4.3 million in 2012 and €48.7 million and €7.1 million in 2011. ** This item includes exceptional depreciation linked to the stop of activities in Iran for €8.1 million.

RESTRUCTURING Reorganization costs (€91,3 million) include redundancy and site relocation payments for 2,267 people and breakdown by country as follows:

Millions of euros Employees France 38.8 642 Germany 18.1 115 Spain 15.5 135 Other 18.9 1,375

TOTAL 91.3 2,267

F-175 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 37 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

NOTE 7 OTHER FINANCIAL INCOME AND EXPENSE

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Impact of discounting pension benefit obligations (8.6) (10.1) (8.2) Changes in the ineffective portion of currency hedges (0.2) 0.6 (2.3) Changes in fair value of currency hedged relating to debt 10.1 0.6 0.0 Changes in fair value of interest rate hedges 0.2 1.4 (0.3) Translation differences on borrowings (25.3) (10.0) 3.3 Gains on sales of securities - - (0.2) Other (22.6) (14.4) (11.3)

TOTAL (46.4) (31.9) (19.0)

NOTE 8 CORPORATE INCOME TAX

Corporate income tax can be analyzed as follows:

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Current taxes -Current- corporate income tax (132.0) (96.9) (97.7) Deferred taxes -Def- erred taxes for the period 67.3 29.5 1.8 -Impairment- of deferred tax assets previously recorded Deferred taxes 67.3 29.5 1.8

TOTAL (64.7) (67.4) (95.9)

The 2013 tax charge includes the recognition of deferred income tax assets in the USA for €50.5 million made possible by the positive taxable income evolution of the Group in this country.

F-176 38 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

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) Full-year 2013 Full-year 2012 Full-year 2011 Pre-tax income of consolidated companies 197.2 232.0 475.4 Tax at 38% (2013) and 36.1% (2012 and 2011) (74.9) (83.8) (171.6) Effect of rate changes on deferred taxes recognized on the balance sheet (10.4) (13.4) (2.3) Effect of local rate differences* 37.3 26.5 45.1 Tax credits 8.5 11.6 17.5 Change in unrecognized deferred tax (33.4) 16.9 18.0 Permanent differences & others 8.2 (25.2) (2.6) Corporate tax recognized (64.7) (67.4) (95.9)

* The effect of local rate differences is mainly coming from chinese entities.

8.2 Analysis of tax assets and liabilities

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Current taxes -Assets- 68.5 54.6 53.6 -Liabilities- (44.5) (33.7) (34.9) 24.0 20.9 18.7 Deferred taxes -Assets*- 161.8 95.1 78.3 -Liabilities- (19.6) (14.0) (15.6) 142.2 81.1 62.7

* Of which tax assets on tax losses. 131.1 89.8 35.7

Changes in deferred taxes recorded on the balance sheet break down as follows:

(in € millions) 2013 2012 2011 Net amount at the beginning of the year 81.1 62.8 57.0 -Deferred- taxes carried to income for the period 67.3 29.5 1.8 -Deferr- ed taxes recognized directly in equity 0.1 -Effect- of currency fluctuations and other movements (6.3) (11.2) 3.9 -Impairment- of tax asset carryforwards 0.0 Net amount at the end of the year 142.2 81.1 62.7

F-177 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 39 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

8.3 Impairment of tax asset carryforwards

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 N+1 8.7 7.5 9.8 N+2 13.0 12.1 8.9 N+3 17.4 15.2 13.2 N+4 9.9 8.0 24.7 N+5 and above 121.1 137.4 187.9 Unlimited 619.1 550.7 549.5

TOTAL 789.2 730.9 794.0

These impaired deferred income tax assets on loss carry forwards are originated mainly from France.

NOTE 9 EARNINGS PER SHARE

(in € millions) Full-year 2013 Full-year 2012 Full-year 2011 Number of shares outstanding at year end (1) 122,588,135 110,833,745 110,368,345 Adjustments: -treasury- stock (44,162) (41,979) (46,872) -weighted- impact of share issue prorated (11,713,275) (222,527) (583) Weighted average number of shares before dilution 110,830,698 110,569,239 110,320,890 Weighted impact of dilutive instruments: -stock- options (2) 0 0 0 -free- shares attributed 241,800 291,200 2,465,850 -bonds- with conversion option (3) 2,599,982 6,774,402 Weighted average number of shares after dilution 111,072,498 113,460,421 119,561,142 (1) Changes in the number of shares outstanding as of December 31 are analysed as follows: As of December 31, 2011: Number of Faurecia shares outstanding 110,368,345 Capital increase (bonds converted and attribution of performance shares) 465,400 As of December 31, 2012: Number of Faurecia shares outstanding 110,833,745 Capital increase (bonds converted and attribution of performance shares) 11,754,390 As of December 31, 2013: Number of Faurecia shares outstanding 122,588,135 (2) As of December 31, 2013, 1,113,600 stock options were outstanding and exercisable, compared with 1,126,725 as of December 31, 2012 and 1,475,348 as of December 31, 2011. Taking into account the average Faurecia share price for 2013, none of the stock options have a dilutive impact. (3) Bonds with conversion option have a dilutive effect when the net interest per share deriving from the conversion is less than the basic earnings per share. As of December 31, 2013 these bonds have no dilutive impact.

F-178 40 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

Earnings per share

Earnings per share break down as follows:

Year 2013 Year 2012 Year 2011

Net Income (Loss) (in € millions) 87.6 143.5 371.3 Basic earnings (loss) per share 0.79 1.30 3.37 After dilution 0.79 1.26 3.11

Net Income (Loss) of continued operations (in € millions) 90.7 146.1 371.3 Basic earnings (loss) per share 0.82 1.32 3.37 After dilution 0.82 1.28 3.11

NOTE 10 GOODWILL

(in € millions) Gross Impairment Net Net carrying amount as of December 31, 2010 1,741.9 (511.1) 1,230.8 Acquisitions 25.5 25.5 Translation adjustments and other movements 3.8 0.5 4.3 Net carrying amount as of December 31, 2011 1,771.2 (510.6) 1,260.6 Acquisitions 40.2 40.2 Translation adjustments and other movements (0.9) 0.1 (0.8) Net carrying amount as of December 31, 2012 1,810.5 (510.5) 1,300.0 Acquisitions 4.1 4.1 Translation adjustments and other movements (7.7) 0.7 (7.0) Net carrying amount as of December 31, 2013 1,806.9 (509.8) 1,297.1

Breakdown of the net amount of goodwill by operating segment:

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Automotive Seating 793.5 792.4 792.4 Emissions Control Technologies 332.6 339.3 340.2 Interior Systems 45.6 45.6 31.9 Automotive Exteriors 125.4 122.7 96.1

TOTAL 1,297.1 1,300.0 1,260.6

F-179 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 41 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

Faurecia called on an independent expert to calculate the weighted average cost of capital used to discount future cash flows. The market parameters used in the expert’s calculation were based on a sample of 26 companies operating in the automotive supplier sector (8 in Europe, 9 in the United States and 9 in Asia). Taking into account these parameters and a market risk premium of 5.5% to 6.5%, the weighted average cost of capital used to discount future cash flows was set at 9.5% (on the basis of a range of values provided by the independent expert) in 2013 (9.5% in 2012). This rate was applied for the impairment tests carried out on all of the Group’s CGU’s. They all bear the same specific risks relating to the automotive supplier sector and the CGU’S multinational operation does not justify using geographically different discount rates. The tests performed at year-end 2013 did not show any indication of further impairment in goodwill. The table below shows the sensitivity of the impairment test results to changes in the assumptions used as of December 31, 2013 to determine the value in use of the CGU’s to which the Group’s goodwill is allocated:

Test income Operating (value in use Cash flow Income for Combination - net carrying discount rate Growth rate to terminal value of the Sensitivity (in € millions) value) +0.5pt infinity -0.5 pt -0.5pt 3 factors Automotive Seating 1,564 (197) (161) (247) (552) Emissions Control Technologies 1,341 (154) (126) (248) (479) Interior Systems 771 (108) (89) (148) (315) Automotive Exteriors 394 (46) (37) (62) (133)

NOTE 11 INTANGIBLE ASSETS

Intangible assets break down as follows:

Development Software and (in € millions) costs other Total NET AS OF JANUARY 1ST, 2011 377.2 58.0 435.2 Additions 180.2 6.9 187.1 Funding of amortization provisions (148.3) (20.9) (169.2) Funding of provisions 8.7 0.0 8.7 Translation adjustments and other (2.7) 5.1 2.4 NET AS OF DECEMBER 31, 2011 415.1 49.1 464.2 Additions 266.7 2.9 269.6 Funding of amortization provisions (158.9) (21.4) (180.3) Funding of provisions 2.5 0.0 2.5 Translation adjustments and other 9.4 22.7 32.1 NET AS OF DECEMBER 31, 2012 534.8 53.3 588.1 Additions 265.0 4.6 269.6 Funding of amortization provisions (171.5) (24.2) (195.7) Funding of provisions 0.3 0.0 0.3 Translation adjustments and other (0.5) 24.4 23.9 NET AS OF DECEMBER 31, 2013 628.1 58.1 686.2

The carrying amount of development costs allocated to a customer contract as well as the associated specific tooling is compared to the present value of the expected net future cash flows to be derived from the contract based on the best possible estimate of future sales. The volumes taken into account in Faurecia’s Business Plans are the best estimates by the Group’s marketing department based on automakers’ forecasts when available.

F-180 42 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 12 PROPERTY, PLANT AND EQUIPMENT

Other property, plant and equipment and Plant, property, plant tooling and Specific and equipment (in € millions) Land Buildings equipment tooling in progress Total NET AS OF JANUARY 1ST, 2011 87.1 413.0 847.8 22.6 205.0 1,575.5 Additions (including own work capital) (1) 1.0 15.0 104.6 20.9 309.9 451.4 Disposals (0.4) (19.9) (124.3) (6.6) (29.0) (180.2) Funding of depreciation, amortization and impairment provisions (1.5) (46.0) (213.2) (11.6) (26.5) (298.8) Non-recurring impairment losses (0.2) (3.3) (3.5) 0.0 (0.2) (7.2) Depreciation written off on disposals 0.2 20 122.8 6.4 27.4 176.8 Currency translation adjustments (0.5) (0.4) (6.2) 0.5 (0.8) (7.4) Entry into scope of consolidation & other movements (0.7) 46.6 138.3 (1.4) (159.5) 23.3 NET AS OF DECEMBER 31, 2011 85.0 425.0 866.3 30.8 326.3 1,733.4 Additions (including own work capital) (1) 2.9 17.5 133.8 27.2 375.9 557.3 Disposals (3.1) (31.7) (102.5) (8.4) (28.1) (173.8) Funding of depreciation, amortization and impairment provisions (0.5) (49.1) (232.1) (16.6) (24.5) (322.8) Non-recurring impairment losses 0.0 (0.5) (3.3) 0.0 (0.3) (4.1) Depreciation written off on disposals 1.0 29.6 97.7 7.8 27.5 163.6 Currency translation adjustments (0.4) (4.2) (11.2) (0.1) (6.9) (22.8) Entry into scope of consolidation & other movements 1.0 72.5 243.6 (1.5) (274.2) 41.4 NET AS OF DECEMBER 31, 2012 85.9 459.1 992.3 39.2 395.7 1,972.2 Additions (including own work capital) (1) 0.7 10.3 90.7 41.1 375.2 518.0 Disposals (0.1) (16.1) (178.8) (1.5) (23.9) (220.4) Funding of depreciation, amortization and impairment provisions (0.4) (50.6) (247.1) (16.9) (26.8) (341.8) Non-recurring impairment losses (0.8) (0.6) (6.4) 0.0 (0.7) (8.5) Depreciation written off on disposals 0.0 18.2 177.7 1.2 22.5 219.6 Currency translation adjustments (1.8) (17.8) (41.6) (1.0) (17.1) (79.3) Entry into scope of consolidation & other movements (0.3) 55.7 296.1 (2.5) (380.9) (31.9) NET AS OF DECEMBER 31, 2013 83.2 458.2 1,082.9 59.6 344.0 2,027.9 (1) Including assets held under finance leases in 2011 5.4 in 2012 13.0 in 2013 11.8

F-181 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 43 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011

(in € millions) Gross Depreciation Net Gross Net Net Land 93.7 (10.5) 83.2 95.3 85.9 85.0 Buildings 1,141.6 (683.4) 458.2 1,120.1 459.1 425.0 Plant, tooling and technical equipment 3,465.0 (2,382.1) 1,082.9 3,365.8 992.3 866.3 Specific tooling 192.5 (132.9) 59.6 157.6 39.2 30.8 Other property, plant and equipment and property, plant and equipment in progress 600.8 (256.8) 344.0 664.7 395.7 326.3

TOTAL 5,493.6 (3,465.7) 2,027.9 5,403.5 1,972.2 1,733.4

Including assets subject to lease financing 104.6 (12.9) 91.7 143.1 73.4 62.1

Property, plant and equipment are often dedicated to client programs. Their utilization rates are not monitored centrally or systematically.

NOTE 13 INVESTMENTS IN ASSOCIATES

As of December 31, 2013

Group Dividends Group Group share of received by share of share of (in € millions) % interest* equity the Group sales total assets Teknik Malzeme 50 4.1 0.0 41.5 27.9 Amminex Emissions Technology APS 42 9.0 0.0 0.1 12.2 Changchun Huaxiang Faurecia Automotive Plastic Components Co Ltd 50 4.7 0.0 47.7 24.8 Changchun Xuyang Faurecia Acoustics &Soft Trim Co., Ltd. 40 5.1 0.0 7.9 10.5 Detroit Manufacturing Systems LLC 45 1.4 0.0 201.1 22.6 Zhejiang Faurecia Limin Interior & Exterior Systems Company Ltd 50 0.9 0.0 0.9 8.1 Jinan Faurecia Limin Interior & Exterior Systems Company Ltd 50 2.3 0.0 0.0 3.0 CSM Faurecia Automotive Parts Company Ltd 50 6.7 0.0 0.3 7.7 Others** - 8.4 (0.3) 223.2 69.0 TOTAL - 42.6 (0.3) 522.7 185.8 SAS group 50 46.1 (20.0) 1,500.0 270.4

TOTAL 88.7 (20.3) 2,022.7 456.2

* Percent interest held by the company that owns the shares. ** As the Group’s share of some company’s net equity is negative it is recorded under liabilities as a provision for contingencies and charges. SAS is a joint venture with Continental Automotive Gmbh which manufactures full cockpit modules with electronics and circuitry built into the instrument panels.

F-182 44 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

13.1 Change in investments in associates

(in € millions) 2013 2012 2011 Group share of equity at beginning of period 85.2 71.0 43.6 Dividends (20.3) (25.0) (21.0) Share of net income of associates 14.0 23.6 33.7 Change in scope of consolidation (1.0) 17.1 13.8 Capital increase 11.6 0.0 0.0 Currency translation adjustments (0.8) (1.5) 0.8 Group share of equity at end of period 88.7 85.2 71.0

13.2 Group share of financial items of associates

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Fixed assets 95.8 89.7 64.6 Current assets 283.5 306.1 397.9 Cash and cash equivalents 76.9 68.6 60.9

TOTAL ASSETS 456.2 464.4 523.4

Equity 83.7 78.3 63.5 Borrowings 41.2 41.8 32.4 Other non-current liabilities 14.5 14.8 18.3 Non-current financial liabilities 316.8 329.5 409.2

TOTAL EQUITY AND LIABILITIES 456.2 464.4 523.4

NOTE 14 OTHER EQUITY INTERESTS

Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 % of (in € millions) share capital Gross Net Net Net Changchun Xuyang Industrial group 19 11.6 11.6 11.8 11.9 Amminex* 19.7 Changchun Xuyang Faurecia Acoustics & Soft Trim Co., Ltd.* 5.4 Other - 5.7 2.3 1.6 1.8

TOTAL 17.3 13.9 13.4 38.8

* Companies consolidated as from 2012.

F-183 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 45 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

NOTE 15 OTHER NON CURRENT FINANCIAL ASSETS

Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011

(in € millions) Gross Provisions Net Net Net Loans with maturity longer than one year 39.8 (10.8) 29.0 29.0 22.6 Other 28.8 (8.4) 20.4 25.2 12.8

TOTAL 68.6 (19.2) 49.4 54.2 35.4

NOTE 16 OTHER NON CURRENT ASSETS

This line includes:

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Pension plan surpluses 1.6 0.5 0.1 Guarantee deposits and other 17.3 17.6 16.8

TOTAL 18.9 18.1 16.9

NOTE 17 INVENTORIES AND WORK IN PROGRESS

Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011

(in € millions) Gross Provisions Net Net Net Raw materials and supplies 448.1 (40.7) 407.4 377.0 319.3 Engineering, tooling and prototypes 472.2 (12.7) 459.5 457.4 345.5 Work-in-progress for production 26.1 (0.9) 25.2 32.4 39.8 Semi-finished and finished products 272.0 (40.7) 231.3 229.4 180.8

TOTAL 1,218.4 (95.0) 1,123.4 1,096.2 885.4

F-184 46 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 18 TRADE ACCOUNTS RECEIVABLES

Under trade receivables sale programs, the Group can sell a portion of the receivables of a number of its French and other European subsidiaries to a group of financial institutions, transferring substantially all of the risks and rewards relating to the receivables sold to the financial institutions concerned. The following table shows the amount of receivables sold with maturities beyond December 31, 2013, for which substantially all the risks and rewards have been transferred, and which have therefore been derecognized as well as the financing under these programs – corresponding to the cash received as consideration for the receivables sold:

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Financing 565.5 435.8 571.5 Guarantee reserve deducted from borrowings (16.0) (15.9) (36.3) Cash received as consideration for receivables sold 549.5 419.9 535.2 Receivables sold and derecognized (385.4) (313.0) (461.7)

Individually impaired trade receivables are as follows:

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Gross total trade receivables 1,702.5 1,720.3 1,640.2 Provision for impairment of receivables (21.8) (17.5) (20.0) TOTAL TRADE ACCOUNTS RECEIVABLE, NET 1,680.7 1,702.8 1,620.2

Given the high quality of Group counterparties, late payments do not represent a material risk. They generally arise from administrative issues. Late payments as of December 31, 2013 were €127 million, breaking down as follows: • €72.2 million less than one month past due; • €19.6 million one to two months past due; • €7.6 million two to three months past due; • €14.1 million three to six months past due; • €13.5 million more than six months past due.

NOTE 19 OTHER OPERATING RECEIVABLES

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Down payments 135,6 173,3 116,3 Currency derivatives for operations 3,2 3,0 0,0 Other receivables (1) 149,3 181,5 181,3

TOTAL 288,1 357,8 297,6

(1) Including the following amounts for VAT and other tax receivables 161,3 176,5 174,8

F-185 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 47 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

NOTE 20 OTHER RECEIVABLES

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Short-term portion of loans 6,1 6,2 3,7 Prepaid expenses 57,8 30,0 9,0 Current taxes 68,5 54,6 53,6 Other sundry payables 51,8 59,2 64,9

TOTAL 184,2 150,0 131,2

The receivable on Crédit d’Impôt pour la Compétitivité et l’Emploi (CICE) has been sold for an amount of €10.5 million in December 2013.

NOTE 21 CASH AND CASH EQUIVALENTS

As of December 31, 2013, cash and cash equivalents amounted to €701.8 million including current account balances in the amount of €608,4 million (versus €613 million as of December 31, 2012 and €564.3 million as of December 31, 2011) and short-term investments in the amount of €93.4 million (versus €15 million as of December 31, 2012 and €65.8 million as of December 31, 2011). The carrying amount of marketable securities is almost identical to market value as they are held on a very short term basis.

NOTE 22 SHAREHOLDERS’ EQUITY

22.1 Capital

As of December 31, 2013, Faurecia’s capital stock totaled €858,116,945 divided into 112,588,135 fully paid-in shares with a par value of €7 each. It includes the 11,736,190 shares issued on December 30, 2013 for the conversion of the OCEANE 2015 (see also Note 26.3). The Group’s capital is not subject to any external restrictions. Shares which have been registered in the name of the same holder for at least two years carry double voting rights. As of December 31, 2013, Peugeot S.A. held 51.7% of Faurecia’s capital and 68.0% of the voting rights.

22.2 Employee stock options and share grants

A - STOCK SUBSCRIPTION OPTIONS Faurecia has a policy of issuing stock options to the executives of Group companies. As of December 31, 2013, a total of 1,113,600 stock options were outstanding. The exercise of these options would result in increasing: • the capital stock by €7.8 million; • additional paid-in capital by €39.7 million.

F-186 48 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

Details of the stock subscription option plans as of December 31, 2013 are set out in the table below:

Date of Start of Board exercise Adjusted Meeting Including period number Adjusted granted of options Date of Adjusted number to senior outstanding Shareholders’ exercise of options executive Last exercise Options Options as of Dec 31, Meeting price (in €) granted management date exercised cancelled 2013 April 14, 2004 April 14, 2008 May 14, 2002 49.73 313,560 127,530 April 13, 2014 - 153,855 159,705 April 19, 2005 April 18, 2009 May 25, 2004 54.45 321,750 142,740 April 18, 2015 - 130,455 191,295 April 13, 2006 April 12, 2010 May 23, 2005 45.20 340,800 168,000 April 12, 2016 - 142,800 198,000 April 16, 2007 April 17, 2011 May 23, 2005 44.69 346,200 172,800 April 17, 2017 - 91,800 254,400 April 10, 2008 April 10, 2012 May 29, 2007 28.38 357,000 174,000 April 10, 2016 - 46,800 310,200

TOTAL 1,113,600

Movements in the aggregate number of options under all of the plans in force were as follows:

2013 2012 2011 Total at beginning of the period 1,126,725 1,475,348 1,523,998 Options granted 0 0 0 Options exercised 0 0 0 Options cancelled and expired (13,125) (348,623) (48,650)

TOTAL 1,113,600 1,126,725 1,475,348

F-187 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 49 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

In accordance with IFRS 2, the five 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:

04/14/2004 04/19/2005 04/13/2006 04/16/2007 04/10/2008 plan plan plan plan plan Option exercise price (as of the grant date) in euros* 49.73 54.45 45.20 44.69 28.38 Share price as of the grant date in euros 58.45 62.05 53.15 56.15 33.10 Option vesting period 4 years 4 years 4 years 4 years 4 years Expected share dividend 2% 2% 1.5% 0.00% 0.00% Zero coupon rate 3.33% 2.93% 3.50% 4.41% 3.86% Expected share price volatility 40% 40% 30% 30% 30%

* Adjusted following the capital increase. The fair value of the option is amortized over the vesting period, with a corresponding adjustment to equity. The plans have not generated any expense in 2013. The related expense in 2012 had totaled €0,4 million.

B - FREE SHARES ATTRIBUTED In 2010 Faurecia implemented a share grant plan for executives of Group companies. These shares are subject to service and performance conditions. The fair value of this plan has been measured by reference to the market price of Faurecia’s shares at the grant date, less an amount corresponding to the expected dividends due on the shares but not paid during the vesting period and an amount reflecting the cost of the shares being subject to a lock-up period. The corresponding expense will be deferred and recognized over the share vesting period. The amount recognized for the period is an expense of €2,1 million, compared with a profit of €2.7 million in 2012. Details of the share grant plans as of December 31, 2013 are set out in the table below:

Maximum number of free shares that can be granted* for: Date of Date of Shareholders’ Board reaching the exceeding the Meeting Meeting objective objective Performance condition 2014 pretax income target as stated in mid term plan when granted and earning per share of Faurecia compared to a reference group of May 26, 2011 July 23, 2012 736,500 957,450 companies 2014 pretax income target as stated in mid term plan when granted and earning per share of Faurecia compared to a reference group of May 30, 2013 July 24, 2013 911,000 1,184,300 companies * Net of free shares granted cancelled.

Following the achievement of the performance condition for the first plan (Board Meeting 06/23/2010), 478,400 shares have been attributed and 241,800 remain to be attributed. The performance condition for the third plan granted by the Board of July 25, 2011 has not been met.

22.3 Treasury stock

As of December 31, 2013, Faurecia held 44,162 shares of treasury stock. The cost of the shares held in treasury stock as of December 31, 2013 totaled €1,8 million, representing an average cost of €41.07 per share.

F-188 50 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 23 MINORITY INTERESTS

Changes in minority interests were as follows:

(in € millions) 2013 2012 2011 Balance as of January 1st 132.6 113.6 87.7 Increase in minority shareholder interests 10.3 8.7 1.2 Other changes in scope of consolidation (7.0) (1.4) 2.9 Minority interests in net income for the year 55.8 42.1 42.0 Dividends allocated to minority interests (48.9) (27.0) (26.7) Translation adjustments (2.3) (3.4) 6.5 BALANCE AS OF DECEMBER 31 140.5 132.6 113.6

NOTE 24 LONG AND SHORT TERM PROVISIONS

24.1 Long-term provisions

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Provisions for pensions and other employee obligations Pension plan benefit obligations 149.6 160.0 118.3 Retirement indemnities obligations 90.2 91.3 68 Long-service awards 22.9 22.8 20.6 Healthcare costs 20.6 25.6 50.8 283.3 299.7 257.7 Provisions for early retirement costs 0.2 1.1 3.0 TOTAL LONG-TERM PROVISIONS 283.5 300.8 260.7

CHANGES IN LONG-TERM PROVISIONS

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Balance of provisions at beginning of year 300.8 260.7 241.4 Changes in scope of consolidation 0.0 3.4 0.0 Other movements (2.2) (7.9) 1.9 Funding (or reversal) of provision 22.8 25.0 22.3 Expenses charged to the provision (10.8) (15.5) (7.3) Payments to external funds (8.2) (8.0) (12.6) Restatement differences (18.9) 43.1 15.0 BALANCE OF PROVISIONS AT END OF YEAR 283.5 300.8 260.7

F-189 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 51 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

24.2 Short-term provisions

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Restructuring 113.1 153.0 123.8 Risks on contracts and customer warranties 55.5 86.7 96.9 Litigation 21.2 27.6 38.6 Other 33.4 53.9 63.0

TOTAL SHORT-TERM PROVISIONS 223.2 321.2 322.3

Changes in these provisions in 2013 were as follows:

Change in scope of Balance as consolidation Balance as of Dec. 31, Expenses Sub-total and other of Dec. 31, (in € millions) 2012 Additions charged Reversal* changes changes 2013 Restructuring 153.0 76.5 (106.4) (8.8) (38.7) (1.2) 113.1 Risks on contracts and customer warranties 86.7 18.2 (34.8) (17.0) (33.6) 2.4 55.5 Litigation 27.6 9.6 (13.1) (2.4) (5.9) (0.5) 21.2 Other provisions 53.9 9.1 (7.8) (8.1) (6.8) (13.7) 33.4

TOTAL 321.2 113.4 (162.1) (36.3) (85.0) (13.0) 223.2

* Surplus provisions.

LITIGATION In the normal course of business, the Group may be involved in disputes with its customers, suppliers, tax authorities in France or abroad, or other third parties. These disputes are being accrued for, and these accruals are presented in the line litigation of the above schedule; more specially: Faurecia Systèmes d’Échappement is subject to a claim concerning electrostatic filtration which has been brought before the courts following its unsuccessful cooperation with a service provider. On June 24, 2011, the Paris Tribunal de Grande Instance (district court of first instance) rendered a judgement favorable to Faurecia. The opposing party had served notice of its decision to appeal the judgement. On April 19, 2013 the Paris Cour d’Appel (appeal court), with clear and detailed reasoning, upheld the June 24, 2011 decision. The time period for filing a notice to the Supreme Court remains open. In addition, on December 19, 2013, the opposing party commenced new proceedings against Faurecia at the Paris “Tribunal correctionnel” (criminal court of first instance). In December 2010, the manufacturer Suzuki had initiated international arbitration proceedings against Faurecia Innenraum Systeme alleging delivery of defective products. By an order dated April 24, 2012, the tribunal had found in favour of the pleadings made by Faurecia Innenraum Systeme. In December 2013, the two parties executed a settlement agreement putting an end to the dispute, which has no material effect on the Group’s results. The Group considers that the residual risks and impact of these proceedings are not material. There are no other claims or litigation in progress or pending that are likely to have a material impact on the Group’s consolidated financial position.

F-190 52 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 25 PROVISIONS FOR PENSIONS AND OTHER POST EMPLOYMENT BENEFITS

25.1 Benefit obligations

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Present value of projected obligations -Pension- plan benefit obligations 261,1 266,1 213,8 -Retirement- indemnities obligations 98,6 99,7 76,9 -Long-service- awards 22,9 22,8 20,6 -Healthc- are costs 20,6 25,6 50,8 TOTAL 403,2 414,2 362,1 Value of plan assets -Pr- ovisions booked in the accounts 283,3 299,7 257,7 -External- funds (market value) (1) 121,5 115,0 104,5 -Plan- surplus (2) (1,6) (0,5) (0,1)

TOTAL 403,2 414,2 362,1

(1) External funds mainly cover pension plan benefit obligations for €112.7 millions in 2013. (2) Pension plan surpluses are included in «Other non-current assets».

25.2 Pension benefit obligations

A – DESCRIPTION OF THE PLANS In addition to the pension benefits provided under local legislation in the various countries where Group companies are located, Group employees are entitled to supplementary pension benefits and retirement bonuses. In France the supplementary pension scheme comprises: • a defined contribution plan financed entirely by Faurecia whose contribution rate varies depending on salary tranches A or B applies; • a defined benefit plan for all managerial employees granting a rent relating to salary tranche C; • a defined benefit plan granting a rent based on the salary, this plan has been closed in 2005 and covers 450 participants. In the USA, the three defined benefit pension plans are all closed to new participants, respectively since 1996, 2002 and 2011. The first plan covers 899 participants, the second one 450 and the third one 1,326. In Germany, the main defined benefit pension plan still open covers 5,347 participants. The benefit granted is based on the number of years of service.

B – ASSUMPTIONS USED The Group’s obligations under these plans are determined on an actuarial basis, using the following assumptions: • retirement age between 62 and 65 for employees in France; • staff turnover assumptions based on the economic conditions specific to each country and/or Group company; • mortality assumptions specific to each country; • estimated future salary levels until retirement age, based on inflation assumptions and forecasts of individual salary increases for each country; • the expected long-term return on external funds; • discount and inflation rates (or differential) based on local conditions.

F-191 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 53 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

The main actuarial assumptions used in the past three years to measure the pension liability are as follows:

(in %) Euro Zone United Kingdom United States DISCOUNT RATE 2013 3.25% 4.45% 4.61% 2012 3.00% 4.22% 3.79% 2011 4.50% 5.00% 4.99% INFLATION RATE 2013 1.80% 3.15% 2.00% 2012 1.80% 2.65% 2.00% 2011 2.00% 2.69% 2.00%

Note: the iboxx AA rate has been used as reference to determine the discount rate of the euro zone. The average duration of the various plans is as follows:

(in number of years) Euro Zone United Kingdom United States Average duration 15.9 23.8 9.0

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

2013 2012 2011

(in %) Equities Bonds Other Equities Bonds Equities Bonds France 15% 75% 10% 13% 87% 14% 86% United Kingdom 63% 36% 1% 59% 41% 61% 39% United States 55% 23% 22% 59% 41% 59% 41%

Fair value of equities and bonds belongs to level 1 category in 2013.

D - IMPACTS OF THE APPLICATION OF IAS19 AMENDMENT ON PREVIOUSLY PUBLISHED INFORMATION

12/31/2012 IAS19R 12/31/2012 IAS19

(in € millions) France Abroad Total France Abroad Total Projected benefit obligations (130.2) (261.2) (391.4) (130.2) (261.2) (391.4) Value of plan assets 16.8 98.2 115.0 16.8 98.2 115.0 Surplus or (deficit) (113.4) (163.0) (276.4) (113.4) (163.0) (276.4) Actuarial gains and losses - - - 14.4 58.5 72.9 Past service costs - - - 11.2 - 11.2 (Provisions) or Net assets (113.4) (163.0) (276.4) (87.8) (104.5) (192.4) of which provision for pension (113.9) (163.0) (276.9) (88.3) (104.7) (193.1) of which assets (plan surplus) 0.5 - 0.5 0.5 0.2 0.7 Impact directly booked in equity (after deferred taxes) 25.5 58.1 83.6 - - -

F-192 54 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

12/31/2011 IAS19R 12/31/2011 IAS19

(in € millions) France Abroad Total France Abroad Total Projected benefit obligations (102.6) (238.9) (341.5) (102.6) (238.9) (341.5) Value of plan assets 16.3 88.2 104.5 16.3 88.2 104.5 Surplus or (deficit) (86.3) (150.7) (237.0) (86.3) (150.7) (237.0) Actuarial gains and losses - - - (6.6) 36.5 29.9 Past service costs - - - 12.1 - 12.1 (Provisions) or Net assets (86.3) (150.7) (237.0) (87.8) (104.5) (192.4) of which provision for pension (86.3) (150.8) (237.1) (87.8) (104.6) (192.5) of which assets (plan surplus) - 0.1 0.1 - 0.1 0.1 Impact directly booked in equity (after deferred taxes) 5.5 36.5 42.0 - - -

E – PROVISIONS FOR PENSION LIABILITIES RECOGNIZED ON THE BALANCE SHEET

2013 2012 2011

(in € millions) France Abroad* Total France Abroad Total France Abroad Total Balance of provisions at beginning of year 113.3 137.5 250.8 86.3 99.9 186.2 72.8 96.0 168.8 Effect of changes in scope of consolidation (provision net of plan surpluses) 0.0 0.0 0.0 3.2 0.0 3.2 0.0 0.0 0.0 Additions 8.5 10.6 19.1 9.2 10.2 19.4 7.5 8.7 16.2 Expenses charged to the provision (1.7) (4.2) (5.9) (2.3) (7.4) (9.7) (0.2) (2.1) (2.3) Payments to external funds (4.3) (3.9) (8.2) (3.0) (5.0) (8.0) (4.1) (5.8) (9.9) Restatement differences (0.6) (15.2) (15.8) 19.9 35.4 55.3 9.4 2.8 12.2 Other movements 0.0 (1.8) (1.8) 0.0 4.4 4.4 0.9 0.3 1.2 BALANCE OF PROVISIONS AT END OF YEAR 115.2 123.0 238.2 113.3 137.5 250.8 86.3 99.9 186.2

* The provision for €123 million on Dec, 31, 2013 relates mainly to Germany (€91.2 million).

F-193 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 55 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

F – CHANGES IN PENSION LIABILITIES

Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011

(in € millions) France Abroad Total France Abroad Total France Abroad Total PROJECTED BENEFIT OBLIGATION At beginning of the period 130.1 235.7 365.8 102.6 188.1 290.7 88.7 181.6 270.3 Service costs 7.3 8.3 15.6 5.8 5.8 11.6 4.4 5.8 10.2 Annual restatement 4.1 8.1 12.2 4.9 8.9 13.8 3.9 8.0 11.9 Benefits paid (9.6) (8.8) (18.4) (5.0) (12.8) (17.8) (4.0) (8.0) (12.0) Restatement differences (0.4) (7.1) (7.5) 19.3 40.4 59.7 9.0 (2.5) 6.5 Other movements (including translation adjustment) 0.0 (4.1) (4.1) 3.2 5.4 8.6 0.9 3.2 4.1 Curtailments and settlements (2.2) (1.7) (3.9) (0.7) (0.1) (0.8) (0.3) 0.0 (0.3) Effect of closures and plan amendments 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 AT THE END OF THE PERIOD 129.3 230.4 359.7 130.1 235.7 365.8 102.6 188.1 290.7 VALUE OF PLANT ASSETS At beginning of the period 16.8 98.2 115.0 16.3 88.2 104.5 15.9 85.6 101.5 Projected return on plan assets 0.6 4.0 4.6 0.8 4.4 5.2 0.4 5.5 5.9 Restatement differences 0.1 8.1 8.2 (0.6) 5.0 4.4 (0.3) (5.5) (5.8) Other movements (including translation adjustment) 0.0 (2.3) (2.3) 0.0 1.0 1.0 0.0 2.6 2.6 Employer contributions 4.3 3.9 8.2 3.0 5.0 8.0 4.1 5.8 9.9 Benefits paid (7.7) (4.5) (12.2) (2.7) (5.4) (8.1) (3.8) (5.8) (9.6) Curtailments and settlements 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Effect of closures and plan amendments 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 AT THE END OF THE PERIOD 14.1 107.4 121.5 16.8 98.2 115.0 16.3 88.2 104.5 BALANCE OF PROVISIONS AT THE END OF THE YEAR 115.2 123.0 238.2 113.3 137.5 250.8 86.3 99.9 186.2

Restimation differences can be analysed as follows:

Dec. 31, 2013

(in € millions) France Abroad Total Detail of estimation differences of the period -differences- linked to financial assumptions 1.8 3.8 5.6 -difference- linked to demographic assumptions (1.4) 3.3 1.9 -other- differences 0.1 8.1 8.2

TOTAL 0.5 15.2 15.7

F-194 56 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

G – PERIODIC PENSION COST Period pension cost is recognized: • in operating income for the portion relating to service cost; • in “Other financial income and expenses” for restatement of vested rights and the projected return on external funds. Period pension cost break down as follows:

Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011

(in € millions) France Abroad Total France Abroad Total France Abroad Total Service costs (7.3) (8.2) (15.5) (5.7) (5.8) (11.5) (4.9) (6.0) (10.9) Restatement of projected benefits (4.0) (8.1) (12.1) (4.9) (8.9) (13.8) (3.9) (8.0) (11.9) Change in top-up scheme 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Projected return on plan assets 0.6 4.0 4.6 0.7 4.4 5.1 0.4 5.5 5.9 Curtailment and settlements 2.2 1.7 3.9 0.7 0.1 0.8 0.9 (0.2) 0.7

TOTAL (8.5) (10.6) (19.1) (9.2) (10.2) (19.4) (7.5) (8.7) (16.2)

In France, pension liability decreased by €0.8 million at year-end compared to 2012. This decrease breaks down as follows: • +€11.4 million relating to service cost and interest cost for 2013; • -€9.6 million relating to lump-sum retirement bonuses and rights to capital for supplementary pension schemes; • -€2.2 million relating to headcount reduction plans in 2013; • -€0.4 million resulting from actuarial gains and losses, including -€3.4 million relating to the discount rate, +€1.4 million relating to experience and +€1.6 million for other assumptions.

H – RETIREMENT PENSION LIABILITIES: SENSITIVITY TO CHANGES IN THE DISCOUNT RATE IN MAIN PERIMETERS The impact of a 0.25 percentage point increase in the discount rate and in the inflation rate for the projected benefit obligation is as follows:

Discount rate Inflation rate (in %) +0,25% +0,25% France – 2.7% +3.0% Germany – 4.3% +1.7%

F-195 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 57 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

25.3 Long-service awards

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 French companies 7.2 7.5 6.6 Foreign companies 15.7 15.3 14.0

TOTAL 22.9 22.8 20.6

25.4 Healthcare costs

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:

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Foreign companies 20.6 25.6 50.8

TOTAL 20.6 25.6 50.8

A 0.25 percentage point increase in the discount rate and a 1 percentage point increase in healthcare cost trend would cause the following changes in the Group projected benefit obligation:

Discount rate Healthcare cost (in %) +0,25% trend +1% Projected benefit obligation -2.4% +10.4%

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

EXPENSES RECOGNIZED

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Service cost (0.1) (0.1) (4.1) Interest cost* (1.1) (1.2) (2.2) Curtailment 0.0 0.0 0.0

TOTAL (1.2) (1.3) (6.3)

* Interest cost is recorded under ”Other financial income and expenses”.

F-196 58 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 26 NET DEBT

26.1 Detailed breakdown

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Bonds 949.8 1,140.0 543.6 Bank borrowings 321.2 490.5 655.8 Other borrowings 3.0 4.2 5.0 Obligations under finance lease 31.1 29.3 29.8 Non-current derivatives 3.7 7.1 5.9 SUB-TOTAL NON-CURRENT FINANCIAL LIABILITIES 1,308.8 1,671.1 1,240.1 Current portion of long term debt 148.2 74.2 36.0 Short-term borrowings (1) 772.6 684.1 573.7 Current derivatives 0.0 6.3 5.9 SUB-TOTAL CURRENT FINANCIAL LIABILITIES 920.8 764.6 615.6

TOTAL 2,229.6 2,435.7 1,855.7

Derivatives classified under non-current and current assets (8.7) (0.6) (1.5) Cash and cash equivalents (701.8) (628.0) (630.1) NET DEBT 1,519.1 1,807.1 1,224.1 Net cash and cash equivalent 701.8 628.0 630.1 (1) Including bank overdrafts. 115.2 163.6 137.2

26.2 Maturities of long-term debt

2019 and (in € millions) 2015 2016 2017 2018 beyond Total Bonds 0.0 492.2 0.0 210.0 247.6 949.8 Bank borrowings 89.9 116.7 56.4 30.0 28.2 321.2 Other borrowings 1.7 0.8 0.3 0.2 0.0 3.0 Obligations under finance leases 9.7 4.6 2.7 1.7 12.4 31.1

TOTAL AS OF DEC. 31, 2013 101.3 614.3 59.4 241.9 288.2 1,305.1

F-197 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 59 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

26.3 Financing

The main components of Faurecia financing are described herebelow

2016 BONDS On November 9, 2011 Faurecia issued €350 million worth of bonds, due December 15, 2016. The bonds bear annual interest of 9.375% payable on June 15 and December 15 each year, as from June 15, 2012; they have been issued at 99.479% of the nominal value. An additional €140 million has been issued on February 21, 2012 with the same due date and same interest rate, at 107.5% of the nominal value; they are listed on the Luxembourg stock exchange. They include a covenant restricting the additional indebtedness if the EBITDA after some adjustments is lower than 2.5 times the gross interest costs, and restrictions on the debt similar to the ones of the syndicated credit loan. The costs related to the bond issue are expensed in P&L over the life time of the bonds. The 2016 bonds benefit from guarantees from some Group affiliates.

SYNDICATED BANK LOAN The syndicated bank loan implemented on December 20, 2011 is divided into a €36 million tranche expiring in December 2014, a €654 million tranche now expiring in December 2016, after the exercise of the two options to extend its duration, and a €460 million tranche initially expiring in December 2016. As of December 31, 2013 this credit facility was not drawn; therefore the undrawn portion of this syndicated bank loan was €1,150 million. The contracts relating to this credit facility include covenants, concerning compliance with consolidated financial ratios. The compliance with these ratios is a condition to the availability of this credit facility. As of December 31, 2013, the Group complied with all of these ratios, of which the amounts are presented below: • Net debt */EBITDA ** < 2.50; • EBITDA **/net interests > 4.50. * Net debt = published consolidated net debt ** Operating income plus depreciation, amortization and funding of provisions for impairment of property, plant and equipment and intangible assets, corresponding to the past twelve months.

Furthermore, this credit facility includes some restrictive clauses on asset disposals (disposal representing over 15% of the Group’s total consolidated assets requires the prior approval of banks representing two-thirds of the syndicate) and on the debt level of some subsidiaries. The syndicated bank loan benefits from guarantees from some Group affiliates.

F-198 60 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

OCEANE 2018 On September 18, 2012 Faurecia issued €250 million worth of OCEANE bonds convertible into or exchangeable for new or existing shares, due January 1, 2018. The bonds mature on January 1, 2018 and bear annual interest of 3.25% payable on January 1 each year, as from January 1, 2013. Each bond has a nominal value of €19.48. Subject to certain conditions, Faurecia may redeem the bonds early, at any time beginning on January 15, 2016, at a price equal to their par value plus accrued interest, provided that all of the outstanding bonds are redeemed. The bonds can be converted by their holders at any time as from their date of issue. The criteria relating to their compulsory early redemption include a clause of change of control, but, as a difference to the convertible bonds 2015, they do not include an ownership clause relating to PSA. In accordance with IAS 39, the fair value of the OCEANE bonds is split into two components: (i) a liability component calculated based on prevailing market interest rates for similar bonds with no conversion option and (ii) an equity component corresponding to the conversion option, calculated based on the difference between the fair value of the OCEANE bonds and the liability component. These two components were recognized at the bond issue date in respective amounts of €198.3 million and €46.5 million. As of December 31, 2013 the liability component was €210 million.

OCEANE 2015 On November 26, 2009 Faurecia issued €211.3 million worth of OCEANE bonds convertible into or exchangeable for new or existing shares, due January 1, 2015. The bonds mature on January 1, 2015 and bear annual interest of 4.50% payable on January 1 each year, as from January 1, 2011. Each bond has a nominal value of €18.69. Faurecia has used its early redemption option on 30 November 2013 on all bonds at par value plus accrued interest, for €19.526 per bond. Following this decision, bonds holders have opted almost unanimously for the conversion of their bonds into Faurecia shares instead of a cash payment: out of the 11,304,290 bonds existing on October 31, 2013, 11,284,793 bonds, representing 99.83% of the total, have been converted into 11,736,190 new Faurecia shares, considering the conversion ratio of 1.04 share for one bond. This conversion has reinforced Faurecia equity by €213.5 million and reduced its net debt by the same amount. As it has occurred on December 30, the impact of the conversion on financial interest of the period is not significant. Faurecia has also improved its liquidity through the implementation of medium term bilateral loans with financial institutions for a total amount of around €150 million.

F-199 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 61 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

The Group’s global contractual maturity schedule as of December 31, 2013 breaks down as follows:

Carrying Amount Remaining contractal maturities 0-3 3-6 6-12 (in € millions) Assets Liabilities Total months months months 1-5 years > 5 years Other non-current financial assets 49.4 49.4 49.4 Loans and receivables 18.9 18.9 18.9 Trade accounts receivables 1,680.7 1,680.7 1,651.9 21.8 7.0 Cash and non cash equivalents 701.8 701.8 701.8 Interests on other long term borrowings Syndicated credit facility 0.0 0.0 Bonds (3.0) (260.0) (34.2) (34.2) (191.6) 2018 OCEANE (8.1) (40.6) (8.1) (32.5) Other (4.3) (25.3) (4.6) (3.8) (3.6) (13.0) (0.3) Obligations under finance leases (ST portion) (8.5) (8.5) (3.1) (1.9) (3.5) Other current financial liabilities (896.8) (896.8) (745.0) (45.1) (106.7) Trade accounts payables (3,053.1) (3,053.1) (3,000.9) (1.7) (50.5) Bonds (excluding interest) 2018 OCEANE (210.0) (250.0) (250.0) Bonds (739.8) (740.0) (490.0) (250.0) Bank borrowings Syndicated credit facility 0.0 0.0 Other (321.2) (321.2) (293.0) (28.2) Other borrowings (3.0) (3.0) (3.0) Obligations under finance leases (LT portion) (31.1) (31.1) (18.7) (12.4) Interest rate derivatives (3.7) (3.3) (0.8) (0.7) (1.5) (0.3) -o/w- cash flow hedges (3.7) (3.3) (0.8) (0.7) (1.5) (0.3) -o/w- derivatives not qualifying for hedge accounting under IFRS Currency hedges 11.9 (1.3) 10.6 10.1 0.6 (0.1) 0.0 -o/w- fair value hedges 8.7 0.0 8.7 8.7 -o/w- cash flow hedges 3.1 (1.3) 1.8 1.4 0.6 (0.2) -o/w- derivatives not qualifying for hedge accounting under IFRS 0.1 0.1 0.0 0.0 0.1

TOTAL 2,462.7 (5,283.9) (3,171.5) (1,398.7) (65.0) (193.1) (1,223.8) (290.9)

F-200 62 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

26.4 Analysis of borrowings

As of December 31, 2013, the floating rate portion was 50.2% of borrowings before taking into account the impact of hedging. Derivatives have been set up to partially hedge interest payable on variable rate borrowings against increases in interest rates (see Note 30.2).

(in € millions) Dec. 31, 2013 Variable rate borrowings 1,109.8 49.8% Fixed rate borrowings 1,119.8 50.2%

TOTAL 2,229.6 100.0%

Borrowings, taking into account exchange rate swaps, break down by repayment currency as follows:

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Euros 1,686.3 75.6% 1,866.9 76.6% 1,431.3 77.2% US Dollars 377.9 17.0% 380.0 15.6% 290.0 15.6% Other currencies 165.4 7.4% 188.8 7.8% 134.4 7.2%

TOTAL 2,229.6 100.0% 2,435.7 100.0% 1,855,7 100.0%

In 2013, the weighted average interest rate on gross outstanding borrowings was 6.11%.

F-201 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 63 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

NOTE 27 ACCRUED TAXES AND PAYROLL COSTS

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Accrued payroll costs 269.4 263.6 242.9 Payroll taxes 143.4 143.6 135.8 Employee profit-sharing 12.2 19.1 15.2 Other accrued taxes and payroll costs 92.2 92.8 113.7

TOTAL 517.2 519.1 507.6

NOTE 28 SUNDRY PAYABLES

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Due to suppliers of non-current assets 65.3 71.2 64.4 Prepaid income 20.2 12.3 24 Current taxes 44.5 33.7 34.9 Other 61.0 36.4 38.6 Currency derivatives for operations 1.3 0.8 13.4

TOTAL 192.3 154.4 175.3

F-202 64 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

NOTE 29 FINANCIAL INSTRUMENTS

29.1 Financial instruments recorded in the balance sheet

FINANCIAL INSTRUMENTS RECORDED IN THE BALANCE SHEET

Dec. 31, 2013 Breakdown by category of instrument (1) Financial assets/ Financial liabilities at assets/ Financial fair value liabilities at liabities through fair value Available- measured at Carrying profit or through for-sale Loans and amortized (in € millions) amount Fair value loss (2) equity (2) assets receivables cost Other equity interests 13.9 13.9 13.9 Other non-current financial assets 49.4 49.4 49.4 Trade accounts receivables 1,680.7 1,680.7 1,680.7 Other operating receivables 288.1 288.1 288.1 Other receivables and prepaid expenses 184.2 184.2 184.2 Currency derivatives 11.9 11.9 8.7 3.2 Interest rate derivatives 0.0 0.0 Cash and cash equivalents 701.8 701.8 701.8 FINANCIAL ASSETS 2,930.0 2,930.0 710.5 3.2 13.9 2,202.4 0.0 Long-term debt* 1,305.1 1,628.2 1,305.1 Short-term debt 920.8 920.8 920.8 Prepayments from customers 169.4 169.4 169.4 Trade payables 3,053.1 3,053.1 3,053.1 Accrued taxes and payroll costs 517.2 517.2 517.2 Sundry payables 192.3 192.3 192.3 Currency derivatives 1.3 1.3 1.3 Interest rate derivatives 3.7 3.7 3.7 FINANCIAL LIABILITIES 6,162.9 6,486.0 0.0 5.0 0.0 3,932.0 2,225.9 (1) No financial instruments were transferred between categories during the year. (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. * The fair value of the OCEANE 2018 was established on the base of the end of year valuation (Dec. 31, 2013) of €31.05 at €398.5 million. In the balance sheet, OCEANE are recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The fair value of the bonds was established on the base of the end of year valuation (Dec. 31, 2013) respectively of €119,375 for the bond 2016, at €584.9 million and of €114,825 for the bond 2019, at €287.1 million.

F-203 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 65 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

FINANCIAL INSTRUMENTS RECORDED IN THE BALANCE SHEET

Dec. 31, 2012 Breakdown by category of instrument (1) Financial assets/ Financial liabilities at assets/ Financial fair value liabilities at liabities through fair value Available- measured at Carrying profit or through for-sale Loans and amortized (in € millions) amount Fair value loss (2) equity (2) assets receivables cost Other equity interests 13.4 13.4 13.4 Other non-current financial assets 54.2 54.2 54.2 Trade accounts receivables 1,702.8 1,702.8 1,702.8 Other operating receivables 357.8 357.8 357.8 Other receivables and prepaid expenses 150.0 150.0 150.0 Currency derivatives 3.5 3.5 1.2 2.3 Interest rate derivatives 0.0 0.0 Cash and cash equivalents 628.0 628.0 628.0 FINANCIAL ASSETS 2,909.7 2,909.7 629.2 2.3 13.4 2,264.8 0.0 Long-term debt* 1,664.0 1,830.1 1,664.0 Short-term debt 758.3 758.3 758.3 Prepayments from customers 170.3 170.3 170.3 Trade payables 2,754.0 2,754.0 2,754.0 Accrued taxes and payroll costs 519.1 519.1 519.1 Sundry payables 154.4 154.4 154.4 Currency derivatives 4.3 4.3 4.3 Interest rate derivatives 9.9 9.9 1.2 8.7 FINANCIAL LIABILITIES 6,034.3 6,200.4 5.5 8.7 0.0 3,597.8 2,422.3 (1) No financial instruments were transferred between categories in 2012. (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. * The market value of OCEANE was established on the base of the end of year valuation (Dec. 31, 2012) for the OCEANE 2015 of €20.1, at €227.2 million and for the OCEANE 2018 of €18.8, at €241.2 million. In the balance sheet, OCEANE are recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The market value of the bonds was established on the base of the end of year valuation (Dec. 31, 2012) respectively of €116.5 for the bond 2016, at €570.9 million and of €105.25 for the bond 2019, at €263.1 million.

F-204 66 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

FINANCIAL INSTRUMENTS RECORDED IN THE BALANCE SHEET

Dec. 31, 2011 Breakdown by category of instrument (1) Financial assets/ Financial liabilities at assets/ Financial fair value liabilities at liabities through fair value Available- measured at Carrying profit or through for-sale Loans and amortized (in € millions) amount Fair value loss (2) equity (2) assets receivables cost Other equity interests 38.8 38.8 38.8 Other non-current financial assets 35.4 35.4 35.4 Trade accounts receivables 1,620.2 1,620.2 1,620.2 Other operating receivables 297.6 297.6 297.6 Other receivables and prepaid expenses 131.2 131.2 131.2 Currency derivatives 1.5 1.5 1.5 Interest rate derivatives 0.0 0.0 Cash and cash equivalents 630.1 630.1 630.1 FINANCIAL ASSETS 2,754.8 2,754.8 631.6 0.0 38.8 2,084.4 0.0 Long-term debt* 1,234.2 1,270.0 1,234.2 Short-term debt 615.6 615.6 615.6 Prepayments from customers 138.5 138.5 138.5 Trade payables 2,762.0 2,762.0 2,762.0 Accrued taxes and payroll costs 507.6 507.6 507.6 Sundry payables 175.3 175.3 175.3 Currency derivatives 18.4 18.4 5 13.4 Interest rate derivatives 6.9 6.9 2.9 4.0 FINANCIAL LIABILITIES 5,458.5 5,494.3 7.9 17.4 0.0 3,583.4 1,849.8 (1) No financial instruments were transferred between categories in 2011. (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. * The market value of OCEANE was established on the base of the end of year valuation (Dec. 31, 2011) of €20.1, at €227.2 million. In the balance sheet, OCEANE is recorded, on the one hand, as an amount of the component for bonds with no conversion option and, on the other hand, as a registered component of shareholder’s equity that represents the value of the conversion option. The main measurement methods applied are as follows: • items accounted for at fair value through profit or loss, as well as hedging instruments, are measured using a valuation technique based on rates quoted on the interbank market, such as Euribor and exchange rates set daily by the European Central Bank; • financial assets are primarily recognized at amortized cost calculated using the effective interest rate method; • the fair value of trade receivables and payables related to manufacturing and sales operations corresponds to their carrying value in view of their very short maturities.

F-205 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 67 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

The impact of financial instruments on income:

2013 Breakdown by category of instrument Financial assets Payables Impact Fair trought available for Loans and at cost Instruments (in € millions) Income income sale receivables amortized derivatives Translation differences oncommercial transactions 2.2 2.2 Income on loans, cash investments and marketable securities 9.0 9.0 Finance costs (196.9) (196.9) Other financial incomes and expenses (46.4) (56.5) 10.1 Net income (expense) (232.1) 9.0 0.0 (56.5) (196.9) 12.3

2012 Breakdown by category of instrument Financial assets Payables Impact Fair trought available for Loans and at cost Instruments (in € millions) Income income sale receivables amortized derivatives Translation differences on commercial transactions (2.1) (2.1) Income on loans, cash investments and marketable securities 10.2 10.2 Finance costs (175.4) (175.4) Other financial incomes and expenses (30.5) (33.2) 2.7 Net income (expense) (197.8) 10.2 0.0 (33.2) (175.4) 0.6

2011 Breakdown by category of instrument Financial assets Payables Impact Fair trought available for Loans and at cost Instruments (in € millions) Income income sale receivables amortized derivatives Translation differences on commercial transactions (0.2) (0.2) Income on loans, cash investments and marketable securities 10.6 10.6 Finance costs (109.1) (109.1) Other financial incomes and expenses (19.0) (16.4) (2.6) Net income (expense) (117.7) 10.6 0.0 (16.4) (109.1) (2.8)

F-206 68 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

As of December 31, 2013, movements in provisions for impairment break down as follows by category of financial asset:

Change in scope of Balance Reversals consolidation Balance as of (surplus and other as of (in € millions) Dec. 31, 2012 Additions Utilizations provisions) changes Dec 31,2013 Doubtful accounts (17.5) (12.4) 8.2 0.0 (0.1) (21.8) Shares in non-consolidated companies (2.1) (1.6) 0.3 0.0 0.0 (3.4) Non-current financial assets (10.2) (8.1) 0.9 0.0 (1.8) (19.2) Other receivables (12.3) (1.0) 1.0 0.0 1.7 (10.6)

TOTAL (42.1) (23.1) 10.4 0.0 (0.2) (55.0)

29.2 Financial instruments – fair value hierarchy

NOTE 30 HEDGING OF CURRENCY AND INTEREST RATE RISKS

30.1 Hedging of currency risks

As of December 31, 2013

Currency exposure (in € millions) USD CZK CAD RUB GBP PLN ZAR Trade receivables (net of payables) (1.2) (9.1) 0.0 0.0 (0.4) (11.8) (0.6) Financial assets (net of liabilities) * 304.7 0.0 98.6 9.1 (41.3) 0.0 55.7 Forecast transactions ** 91.8 (51.3) (15.4) 42.4 (8.4) (103.5) 13.3 Net position before hedging 395.3 (60.4) 83.2 51.5 (50.1) (115.3) 68.4 Currency hedges (315.9) 28.1 (85.2) (15.8) 41.3 109.1 (56.4) Net position after hedging 79.3 (32.3) (2.0) 35.7 (8.9) (6.2) 12.0 * Including inter-company financing. ** Commercial exposure anticipated over the next 6 months.

F-207 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 69 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

As of December 31, 2012

Currency exposure (in € millions) USD CZK CAD RUB GBP PLN ZAR Trade receivables (net of payables) (0.4) (4.4) 0.0 0.0 (0.3) (17.9) 1.1 Financial assets (net of liabilities) * 354.2 (0.2) 84.2 79.3 (56.4) 0.0 76.0 Forecast transactions** 37.1 (27.0) (19.7) 0.0 (9.2) (54.7) 0.2 Net position before hedging 390.9 (31.6) 64.5 79.3 (65.9) (72.6) 77.3 Currency hedges (347.2) 32.0 (64.9) (79.3) 56.4 52.3 (76.0) Net position after hedging 43.8 0.4 (0.4) 0.0 (9.5) (20.3) 1.3 * Including inter-company financing. ** Commercial exposure anticipated over the next 6 months.

As of December 31, 2011

Currency exposure (in € millions) USD CZK CAD MXN GBP PLN ZAR Trade receivables (net of payables) (0.1) 65.8 0.0 0.0 1.7 (9.6) (7.0) Financial assets (net of liabilities)* 290.1 (0.7) 59.7 18.8 (36.4) 0.0 64.7 Forecast transactions** 145.6 (118.2) (24.5) (71.3) (5.2) (114.0) (70.1) Net position before hedging 435.6 (53.1) 35.2 (52.5) (39.9) (123.6) (12.4) Currency hedges (408.9) 22.2 (41.0) 41.7 43.2 89.0 (66.9) Net position after hedging 26.7 30.8 5.9 (10.7) 3.2 (34.6) (79.3) * Including inter-company financing. ** Commercial exposure anticipated over the next 6 months. Hedging instruments are recognized in the balance sheet at fair value. Said value is determined based on measurements confirmed by banking counterparties.

INFORMATION ON HEDGED NOTIONAL AMOUNTS

Carrying amount Maturities

(in € millions) Notional de 1 to 5 As of Dec. 31, 2013 Assets Liabilities amount* < 1 year years > 5 years Fair value hedges -forwar- d currency contracts 0.0 0.0 0.7 0.7 --inter-company loans in foreign currencies swapped for euros 5.8 0.0 664.9 664.9 -cross-currency- swaps 2.9 0.0 36.3 36.3 Cash flow hedges -f- orward currency contracts 3.1 (1.3) 229.6 229.6 Not eligible for hedge accounting 0.1 0.0 0.0 0.0 11.9 (1.3)

* Notional amounts based on absolute values.

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Carrying amount Maturities

(in € millions) Notional de 1 to 5 As of Dec. 31, 2012 Assets Liabilities amount* < 1 year years > 5 years Fair value hedges -forwar- d currency contracts 0.0 (0.3) 6.0 6.0 --inter-company loans in foreign currencies swapped for euros 0.6 (3.2) 755.9 755.9 -cross-currency- swaps 0.0 (0.3) 37.9 0.0 37.9 Cash flow hedges -f- orward currency contracts 2.8 (0.4) 136.0 136.0 Not eligible for hedge accounting 0.1 (0.1) 30.5 30.5 3.5 (4.3)

* Notional amounts based on absolute values.

Carrying amount Maturities

(in € millions) Notional de 1 to 5 As of Dec. 31, 2011 Assets Liabilities amount* < 1 year years > 5 years Fair value hedges -forwar- d currency contracts 0.0 0.0 4.5 4.5 --inter-company loans in foreign currencies swapped for euros 1.5 (5.0) 678.1 678.1 Cash flow hedges -f- orward currency contracts 0.0 (13.5) 333.7 333.7 Not eligible for hedge accounting 0.0 0.1 25.8 25.8 1.5 (18.4)

* Notional amounts based on absolute values. The sensitivity of Group income and equity as of December 31, 2013 to a fluctuation in exchange rates against the euro is as follows for the main currencies to which the Group is exposed:

Currency USD CZK CAD RUB GBP PLN ZAR as of Dec. 31, 2013 1.38 27.43 1.47 45.32 0.83 4.15 14.57 Currency fluctuation scenario (depreciation of currency/EUR) 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% 5.0% Exchange rate after currency depreciation 1.45 28.80 1.54 47.59 0.88 4.36 15.29

Impact on pre-tax income (in € millions) (0.69) 0.46 (4.95) 0.30 0.12 0.67 (0.08)

Impact on equity (in € millions) 0.57 (1.34) 0.01 0.00 0.00 (5.14) 0.00

F-209 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 71 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

30.2 Interest-rate hedges

Faurecia manages the hedging of interest rate risks on a central basis. Said management is implemented 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. 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.

Under 1 year 1 to 2 years 2 to 5 years More than 5 years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec. 31, 2013 rate rate rate rate rate rate rate rate rate rate Financial assets 0.0 701.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 701.8 Financial liabilities (9.1) (921.9) (69.6) (28.3) (754.7) (147.7) (286.4) (11.8) (1,119.8) (1,109.7) Net position before hedging (9.1) (220.1) (69.6) (28.3) (754.7) (147.7) (286.4) (11.8) (1,119.8) (407.9) Interest rate hedges 0.0 0.0 (470.0) 470.0 0.0 0.0 0.0 0.0 (470.0) 470.0 Net position after hedging (9.1) (220.1) (539.6) 441.7 (754.7) (147.7) (286.4) (11.8) (1,589.8) 62.1

Under 1 year 1 to 2 years 2 to 5 years More than 5 years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec. 31, 2012 rate rate rate rate rate rate rate rate rate rate Financial assets 0.0 628.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 628.0 Financial liabilities 0.0 (786.5) (3.0) (49.2) (687.5) (428.7) (480.8) 0.0 (1,171.3) (1,264.4) Net position before hedging 0.0 (158.5) (3.0) (49.2) (687.5) (428.7) (480.8) 0.0 (1,171.3) (636.4) Interest rate hedges (222.9) 222.9 0.0 0.0 (420.0) 420.0 0.0 0.0 (642.9) 642.9 Net position after hedging (222.9) 64.4 (3.0) (49.2) (1,107.5) (8.7) (480.8) 0.0 (1,814.2) 6.5

Under 1 year 1 to 2 years 2 to 5 years More than 5 years Total

(in € millions) Fixed Variable Fixed Variable Fixed Variable Fixed Variable Fixed Variable Dec. 31, 2011 rate rate rate rate rate rate rate rate rate rate Financial assets 0.0 630.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 630.1 Financial liabilities 0.0 (623.3) 0.0 0.0 (549.4) (632.5) (50.5) 0.0 (599.9) (1,255.8) Net position before hedging 0.0 6.8 0.0 0.0 (549.4) (632.5) (50.5) 0.0 (599.9) (625.7) Interest rate hedges (158.0) 158.0 (223.6) 223.6 0.0 0.0 0.0 0.0 (381.6) 381.6 Net position after hedging (158.0) 164.8 (223.6) 223.6 (549.4) (632.5) (50.5) 0.0 (981.5) (244.1)

The main components of the fixed rate debt are: • the bonds due December 2016 issued in November 2011 and February 2012 for a total amount of €490 million; • the bonds due June 2019 issued in May 2012 for a total amount of €250 million; and • the convertible bonds due January 2018 issued in September 2012 for a total amount of €250 million.

F-210 72 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

Around the half of the borrowings (syndicated credit loan, short term loans, commercial paper) being at variable rates or renewable, the aim of the Group’s interest rate hedging policy is to reduce the impact on earnings of changes in short-term rates. The hedges arranged comprise mainly euro denominated interest rate swaps. These hedges cover a major part of the interest on borrowings, due in 2014, and to a lesser extent in 2015, against a rise in rates. Interest rate hedging instruments are recognized in the balance sheet at fair value. Said value is determined based on measurements confirmed by banking counterparts. The notional amounts of the Group’s interest rate hedges break down as follows:

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2013 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 0 Variable rate/fixed rate swaps (3.7) 0 470 Accrued premiums payables 0.0 (3.7) 0 470 -

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2012 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 0 Variable rate/fixed rate swaps (9.9) 223 420 Floor Accrued premiums payables 0.0 (9.9) 223 420 -

Carrying amount Notional amounts by maturity (in € millions) As of Dec. 31, 2011 Assets Liabilities < 1 year 1 to 5 years > 5 years Interest rate options 0.0 150 Variable rate/fixed rate swaps (6.9) 158 224 Floor Accrued premiums payables 0.0 (6.9) 308 224 -

A part of the Group borrowings being at variable rates as stated in Note 26.4, a rise in short-term rates would therefore have an impact on financial expense. The sensitivity tests performed, assuming a 100 bp increase in average interest rates compared to the rate curve as of December 31, 2013 show that the effect on financial expense (before taxes) would not be significant, taking into account the profile of the Group’s borrowings and derivatives in place as of December 31, 2013.

F-211 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 73 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

30.3 Counterpart risk on derivatives

The enforcement of IFRS13 Fair value, including the credit risk in the fair vaue of derivatives has no material impact on the Group financial statements as of December 31, 2013. Faurecia’s counterparty risk connection with its derivatives is not significant as the majority of its derivatives are arranged with banks with strong ratings that form part of its banking pool. The consideration of derivatives compensation agreements existing with counterparts, is summarized as follows:

(d) Related amounts not set off in the balance sheet (not fullfiling IAS32 (a) (b) (c) = (a) - (b) compensation criteria) (e) = (c) - (d) Gross amounts Net amounts Financial assets Gross amount compensated presented in as of December 31, 2013 value (before (according to the balance Financial Collaterals (in € millions) compensation) IAS 32) sheet instruments received Net amount Derivatives 13.46 0.00 13.46 5.33 8.12 Other financial instruments

TOTAL 13.46 0.00 13.46 5.33 0.00 8.12

(d) Related amounts not set off in the balance sheet (not fullfiling IAS32 (a) (b) (c ) = (a) - (b) compensation criteria) (e) = (c) - (d) Gross amounts Net amounts Financial liabilities Gross amount compensated presented in as of December 31, 2013 value (before (according to the balance Financial Collaterals (in € millions) compensation) IAS 32) sheet instruments received Net amount Derivatives 6.58 0.00 6.58 5.33 1.25 Other financial instruments

TOTAL 6.58 0.00 6.58 5.33 0.00 1.25

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NOTE 31 COMMITMENTS GIVEN AND CONTINGENT LIABILITIES

31.1 Commitments given

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Future minimum lease payments under operating leases 351.5 335.1 235.1 Debt collateral: -mortgages- 8.7 14.8 12.7 Other debt guarantees 47.6 46.2 39.7 Firm orders for property, plant and equipment and intangible assets 88.5 122.7 101.9 Other 1.8 3.0 5.0

TOTAL 498.1 521.8 394.4

Future minimum lease payments under operating leases break down as follows:

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 N+1 84.2 79.0 56.2 N+2 61.1 59.8 41.5 N+3 46.4 43.3 32.9 N+4 39.5 34.4 26.2 N+5 and above 120.3 118.6 78.3

TOTAL 351.5 335.1 235.1

Expiry dates of mortgages and guarantees:

(in € millions) As of Dec. 31, 2013 -Less- than a year 35.9 -1- to 5 years 5.2 -More- than 5 years 15.2

TOTAL 56.3

31.2 Contingent liabilities

INDIVIDUAL TRAINING ENTITLEMENT In accordance with the provisions of French Act No. 2004-391 dated May 4, 2004 on professional training, employees of the Group’s French companies are entitled to at least twenty 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 used within six years, it is capped at 120 hours. In 2013, the average utilization rate of this entitlement was 3.2%. The number of unused training hours accumulated at year-end totaled 1,328,162. No provision was recorded in the financial statements for these individual training entitlements as the Group does not have sufficiently reliable historical data to accurately estimate the related contingent liability. The potential impact is not, however, considered to be material.

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NOTE 32 RELATED PARTY TRANSACTIONS

32.1 Transactions with PSA Peugeot Citroën

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

(in € millions) Dec. 31, 2013 Dec. 31, 2012 Dec. 31, 2011 Sales 2,263.4 2,263.2 2,433.9 Purchases of products, services and materials 16.3 14.2 12.5 Receivables* 426.3 399.9 474.5 Payables** 17.9 44.0 46.9 * before no-recourse sales of receivables amounting to: 160.4 136.2 201.1 ** o/w borrowings amounting to: 0.0 0.0 0.0

32.2 Management compensation

Total compensation for 2013 awarded to the members of the Board of Directors and the Group Executive Committee serving in this capacity as at December 31, 2013 amounted to €5,334,190, including directors’ fees of €393,600, compared with the year-earlier figures of €5,849,678 and €306,000 respectively. No Faurecia stock subscription options were awarded to management in 2013.

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NOTE 33 FEES PAID TO THE STATUTORY AUDITORS

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

(in € millions) 2013 2012 2013 2012 2013 2012 2013 2012 AUDIT Statutory and contractual audits 2.7 3.2 100.0% 100.0% 4.8 4.8 100.0% 100.0% Issuer 0.4 0.7 14.8% 21.9% 0.5 0.6 10.4% 12.5% Fully consolidated companies 2.3 2.5 85.2% 78.1% 4.3 4.2 89.6% 87.5% Other services relating directly to the auditor’s duties 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% Issuer 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% Fully consolidated companies 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% SUB-TOTAL 2.7 3.2 100% 100.0% 4.8 4.8 100.0% 100.0% Other services provided 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 0.0 0.0 0.0% 0.0% 0.0 0.0 0.0% 0.0% 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 2.7 3.2 100.0% 100.0% 4.8 4.8 100.0% 100.0%

NOTE 34 INFORMATION ON THE CONSOLIDATING COMPANY

The consolidated accounts of the Faurecia Group are included in the consolidated financial statements of its parent, the PSA Peugeot Citroën Group, 75 avenue de la Grande-Armée, 75116 Paris, France. As of 12/31/2013, Peugeot S.A. held 51.7% of the capital and 68.0% of the voting rights of Faurecia S.A.

NOTE 35 DIVIDENDS

The Board of Directors has decided to propose at the next Shareholders’ Meeting a dividend of 0.30 euro per share.

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Consolidated Companies as of Dec. 31, 2013

Interest of the parent company Country (%) Stake (%) (1) I - FULLY CONSOLIDATED COMPANIES Faurecia France Holding company Holding company South Africa Faurecia Exhaust Systems South Africa Ltd South Africa 100 100 Faurecia Interior Systems South Africa (Pty) Ltd South Africa 100 100 Faurecia Interior Systems Pretoria (Pty) Ltd South Africa 100 100 Emission Control Technologies Holdings SA (Pty) Ltd South Africa 100 100 Emission Control Technologies SA (Ga-Rankuwa) (Pty) Ltd South Africa 100 100 Faurecia Emission Control Technologies SA (CapeTown) (Pty) Ltd South Africa 100 100 Germany Faurecia Autositze GmbH Germany 100 100 Faurecia Kunststoffe Automobilsysteme GmbH Germany 100 100 Faurecia Abgastechnik GmbH Germany 100 100 Faurecia Angell-Demmel GmbH Germany 100 100 Faurecia Automotive GmbH Germany 100 100 Faurecia Innenraum Systeme GmbH Germany 100 100 Faurecia Emissions Control Technologies, Germany GmbH Germany 100 100 Faurecia Emissions Control Technologies, Novaferra GmbH Germany 100 100 Faurecia Emissions Control Technologies, Finnentrop GmbH Germany 100 100 Faurecia Exteriors GmbH Germany 100 100 Argentina Faurecia Sistemas De Escape Argentina SA Argentina 100 100 Faurecia Argentina SA Argentina 100 100 Faurecia Exterior Argentina Argentina 100 100 Belgium Faurecia Automotive Belgium Belgium 100 100 Faurecia Industrie NV Belgium 100 100 Brazil Faurecia Automotive do Brasil Ltda Brazil 100 100 Faurecia Emissions Control Technologies do Brasil Ltda Brazil 100 100 Canada Faurecia Automotive Seating Canada, Ltd Canada 100 100 Faurecia Emissions Control Technologies Canada, Ltd Canada 100 100 China Faurecia Exhaust Systems Changchun Co., Ltd (ex- CLEC) China 51 100 Changchun Faurecia XUYANG Automotive Seat Co., Ltd (CFXAS) China 60 100 Faurecia- GSK (Wuhan) Automotive Seating Co., Ltd China 51 100 Faurecia (Wuxi) Seating Components Co., Ltd China 100 100 Faurecia Tongda Exhaust Systems Wuhan Co., Ltd (ex-TEEC) China 50 100

(1) Cumulated percentages of interest for fully consolidated companies.

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Interest of the parent company Country (%) Stake (%) (1) Faurecia Honghu Exhaust Systems Shanghaï, Co., Ltd (ex- SHEESC) China 51 100 Faurecia (Changchun) Automotive Systems Co., Ltd China 100 100 Faurecia Emissions Control Technologies Development (Shanghaï) Co., Ltd China 100 100 Faurecia (Wuhan) Automotive Seating Co., Ltd China 100 100 Faurecia (Shanghaï) Automotive Systems Co., Ltd China 100 100 Faurecia (Qingdao) Exhaust Systems Co., Ltd China 100 100 Faurecia (Wuhu) Exhaust Systems Co., Ltd China 100 100 Faurecia (China) Holding Co., Ltd China 100 100 Faurecia (Guangzhou) Automotive Systems Co., Ltd China 100 100 Faurecia Emissions Control Technologies (Shanghaï) Co., Ltd China 100 100 Faurecia Emissions Control Technologies (Chongqing) Co., Ltd China 72.5 100 Faurecia Emissions Control Technologies (Yantaï) Co., Ltd. China 100 100 Faurecia (CHengdu) Emission Control Technologies Co., Ltd China 51 100 Faurecia (Nanjing) Automotive Systems Co., Ltd China 100 100 Faurecia (Shenyang) Automotive Systems Co., Ltd China 100 100 Faurecia (Wuhan) Automotive Components Systems Co., Ltd China 100 100 Changchun Faurecia Xuyang Interior Systems Co., Ltd China 60 100 Chongqing Guangneng Faurecia Interior Systems Co., Ltd China 50 100 Chengdu Faurecia Limin Automotive Systems Co., Ltd China 51 100 Faurecia (Yancheng) Automotive Systems Co., Ltd China 100 100 Faurecia NHK (Xiangyang) Automotive Seating Co., Ltd China 51 100 Faurecia Emissions Control Technologies (Beijing) Co., Ltd China 100 100 Faurecia Emissions Control Technologies (Nanchang) Co., Ltd China 51 100 Faurecia Emissions Control Technologies (Ningbo) Co., Ltd. China 91 100 Faurecia Emissions Control Technologies (Foshan) Co., Ltd China 51 100 Foshan Faurecia Xuyang Interior Systems Co., Ltd China 60 100 Faurecia Emissions Control Technologies (Ningbo Hangzhou) Co., Ltd China 66 100 South Korea Faurecia Emissions Control Systems Korea South Korea 100 100 Faurecia Trim Korea, Ltd South Korea 100 100 Faurecia Shin Sung Co., Ltd South Korea 60 100 Faurecia Jit and Sequencing Korea South Korea 100 100 Faurecia Automotive Seating Korea Ltd South Korea 100 100 Spain Asientos de Castilla Leon, SA Spain 100 100 Asientos del Norte, SA Spain 100 100 Faurecia Asientos Para Automovil España, SA Spain 100 100 Industrias Cousin Frères, SL Spain 50 100 Faurecia Sistemas De Escape España, SA Spain 100 100 Tecnoconfort Spain 50 100 Asientos de Galicia, SL Spain 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-217 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 79 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

Interest of the parent company Country (%) Stake (%) (1) Faurecia Automotive España, SL Spain 100 100 Faurecia Interior System España, SA Spain 100 100 Faurecia Interior System SALC España, SL Spain 100 100 Valencia Modulos de Puertas, SL Spain 100 100 Faurecia Emissions Control Technologies, Pamplona, SL Spain 100 100 Faurecia Automotive Exteriors España, SA (Ex- Plastal Spain SA) Spain 100 100 Incalpas, SL Spain 100 100 USA Faurecia Exhaust Systems, Inc. USA 100 100 Faurecia Automotive Seating, LLC USA 100 100 Faurecia USA Holdings, Inc. USA 100 100 Faurecia Emissions Control Technologies, USA, LLC USA 100 100 Faurecia Interior Systems, Inc. USA 100 100 Faurecia Madison Automotive Seating, Inc. USA 100 100 Faurecia Interiors Louisville, LLC USA 100 100 Faurecia Interior Systems Saline, LLC USA 100 100 Faurecia Interior Systems Holdings, LLC USA 100 100 Faurecia North America Co., Ltd USA 100 100 Faurecia North America Holdings, LLC USA 100 100 France Faurecia Sièges d’Automobile France 100 100 EAK Composants Pour l’Automobile (EAK SAS) France 51 100 EAK Composants Pour l’Automobile (EAK SNC) France 51 100 Faurecia Industries France 100 100 ECSA - Études et Construction de Sièges pour l’Automobile France 100 100 Siebret France 100 100 Siedoubs France 100 100 Sielest France 100 100 Siemar France 100 100 Sienor France 100 100 Sotexo France 100 100 Financière Faurecia France 100 100 Faurecia Investments France 100 100 Trecia France 100 100 Faurecia Automotive Holdings France 100 100 Faurecia Automotive Industrie France 100 100 Faurecia Intérieur Industrie France 100 100 Automotive Sandouville France 100 100 Faurecia Systèmes d’échappement France 100 100 Faurecia Services groupe France 100 100 Faurecia Exhaust International France 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-218 80 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

Interest of the parent company Country (%) Stake (%) (1) Faurecia Bloc Avant France 100 100 Faurecia-Metalloprodukcia Holding France 60 100 Faurecia ADP Holding France 60 100 Faurecia Intérieurs Saint-Quentin France 100 100 Faurecia Intérieurs Mornac France 100 100 Faurecia Automotive Composites France 100 100 Hambach Automotive Exteriors France 100 100 United Kindgom Faurecia Automotive Seating UK Limited United Kindgom 100 100 Faurecia Midlands Limited United Kindgom 100 100 SAI Automotive Fradley Limited United Kindgom 100 100 SAI Automotive Washington Limited United Kindgom 100 100 Faurecia Emissions Control Technologies UK Limited United Kindgom 100 100 Hungary Faurecia Magyarorszag Kipufogo-rendszer Kft Hungary 100 100 Faurecia Emissions Control Technologies, Hungary Kft Hungary 100 100 India Faurecia Automotive Seating India Private Limited India 100 100 Faurecia Emissions Control Technologies India Private Limited India 74 100 Faurecia Interior Systems India Private Limited India 100 100 Faurecia Emissions Control Technologies Center India Private Limited India 100 100 Italy Faurecia Emissions Control Technologies, Italy SRL Italy 100 100 Japan Faurecia Japan KK Japan 100 100 Faurecia Howa Interiors Co., Ltd. Japan 50 100 Luxembourg Faurecia AST Luxembourg S.A. (ex- SAI Automotive SILUX SA) Luxembourg 100 100 Malaysia Faurecia HICOM Emissions Control Technologies (M) Malaysia 65 100 Morocco Faurecia Équipements Automobiles Maroc Morocco 100 100 Mexico Faurecia Sistemas Automotrices de Mexico, SA de CV Mexico 100 100 Servicios Corporativos de Personal Especializado, SA de CV Mexico 100 100 Faurecia Exhaust Mexicana, SA de CV Mexico 100 100 Exhaust Services Mexicana, SA de CV Mexico 100 100 ET Mexico Holdings I, S de RL de CV Mexico 100 100 ET Mexico Holdings II, S de RL de CV Mexico 100 100 Netherlands Faurecia Automotive Seating BV Netherlands 100 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-219 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 81 Consolidated financial statements 2 Notes to the consolidated financial statements Notes to the consolidated financial statements

Interest of the parent company Country (%) Stake (%) (1) ET Dutch Holdings Cooperatie UA Netherlands 100 100 ET Dutch Holdings BV Netherlands 100 100 ET Dutch Holdings II BV Netherlands 100 100 Faurecia Emissions Control Technologies Netherlands BV Netherlands 100 100 Faurecia Netherlands Holding BV Netherlands 100 100 Poland Faurecia Automotive Polska Spolka Akcyjna Poland 100 100 Faurecia Walbrzych Spolka Akcyjna Poland 100 100 Faurecia Grojec R&D Center Spolka Akcyjna Poland 100 100 Faurecia Legnica Spolka Akcyjna Poland 100 100 Faurecia Gorzow Spolka Akcyjna Poland 100 100 Portugal Faurecia - Assentos de Automovel, Lda Portugal 100 100 SASAL Portugal 100 100 Faurecia - SIstemas De Escape Portugal, Lda Portugal 100 100 EDA - Estofagem de Assentos, Lda Portugal 100 100 Faurecia Sistemas de Interior de Portugal. Componentes Para Automoveis SA Portugal 100 100 Czech Republic Faurecia Exhaust Systems, sro Czech Republic 100 100 Faurecia Automotive Czech Rebublic, sro Czech Republic 100 100 Faurecia Interior Systems Bohemia, sro Czech Republic 100 100 Faurecia Components Pisek, sro Czech Republic 100 100 Faurecia Interiors Pardubice, sro Czech Republic 100 100 Faurecia Emissions Control Technologies, Mlada Boleslav, sro Czech Republic 100 100 Faurecia Plzen, sro Czech Republic 100 100 Romania Faurecia Seating Talmaciu SRL Romania 100 100 Euro Auto Plastic Systems SRL Romania 50 100 Russia OOO Faurecia ADP Russia 60 100 OOO Faurecia Metalloprodukcia Exhaust Systems Russia 60 100 OOO Faurecia Automotive Development Russia 100 100 Slovakia Faurecia Slovakia, sro Slovakia 100 100 Sweden Faurecia Exhaust Systems AB Sweden 100 100 Faurecia Interior Systems Sweden AB Sweden 100 100 Thailand Faurecia Interior Systems Thailand Co., Ltd Thailand 100 100 Faurecia Emissions Control Technologies, Thailand Co., Ltd Thailand 100 100 Faurecia & Summit Iinterior Systems Thailand 50 100

(1) Cumulated percentages of interest for fully consolidated companies.

F-220 82 Faurecia ANNUAL RESULTS 2013 Consolidated financial statements Notes to the consolidated financial statements Notes to the consolidated financial statements 2

Interest of the parent company Country (%) Stake (%) (1) Tunisia Société Tunisienne D’Équipements d’Automobile Tunisia 100 100 Faurecia Informatique Tunisie Tunisia 100 100 Turkey Faurecia Polifleks Otomotiv Sanayi Ve Ticaret Anonim Sirketi Turkey 100 100 Uruguay Faurecia Automotive del Uruguay SA Uruguay 100 100 II-COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD Germany SAS Autosystemtechnik GmbH und Co. KG Germany 50 50 China Changchun Xuyang Faurecia Acoustics & Soft Trim Co., Ltd China 40 40 Zhejiang Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Changchun Huaxiang Faurecia Automotive Plastic Components Co., Ltd China 50 50 Xiangtan Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Lanzhou Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 Jinan Faurecia Limin Interior & Exterior Systems Co., Ltd China 50 50 CSM Faurecia Automotive Systems Co., Ltd China 50 50 Changchun Faurecia Xuyang Automotive Components Technologies R&D Co., Ltd China 45 45 South Korea Kwang Jin Faurecia Co., Ltd South Korea 50 50 AD Tech Co., Ltd South Korea 50 50 Denmark Amminex Emissions Technology APS Denmark 42 42 Spain Componentes de Vehiculos de Galicia, SA Spain 50 50 Copo Iberica, SA Spain 50 50 USA Detroit Manufacturing Systems, LLC USA 45 45 Japan Faurecia-NHK Co., Ltd Japan 50 50 Portugal Vanpro Assentos Lda Portugal 50 50 Turkey Teknik Malzeme Ticaret Ve Sanayi AS Turkey 50 50 Orcia Otomotiv Yan Sanayi Ve Ticaret Anonim Sirketi Turkey 50 50

(1) Cumulated percentages of interest for fully consolidated companies.

F-221 Faurecia ANNUAL RESULTS 2013 Faurecia ANNUAL RESULTS 2013 83 ISSUER

Faurecia S.A. 2, rue Hennape 92000 Nanterre France

LEGAL ADVISORS TO THE ISSUER

As to English law As to French law

Dentons UKMEA LLP Dentons Europe AARPI One Fleet Place 5 Boulevard Malesherbes London EC4M 7WS 75008 Paris United Kingdom France

LEGAL ADVISORS TO THE INITIAL PURCHASERS

As to English law As to French law

Kirkland & Ellis International LLP Darrois Villey Maillot Brochier AARPI 30 St Mary Axe 69 avenue Victor Hugo London EC3A 8AF 75116 Paris United Kingdom France

INDEPENDENT STATUTORY AUDITORS OF THE ISSUER

PricewaterhouseCoopers Ernst & Young 63 rue de Villiers Tour First 92208 Neuilly-sur-Seine 1 Place des Saisons France TSA 14444 92037 Paris La Défense France

TRUSTEE AND PRINCIPAL PAYING AGENT REGISTRAR

Citibank, N.A., London Branch Citigroup Global Markets Deutschland AG Citigroup Centre Reuterweg 16 Canada Square 60323 Frankfurt London E14 5LB Germany United Kingdom

LEGAL ADVISORS TO THE TRUSTEE

White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom

IRISH LISTING AGENT

Walkers Listing and Support Services Ltd 17-19 Sir John Rogerson’s Quay Dublin Ireland Printed by RR Donnelley, 145343