FFP Document D'enregistrement Universel 2019

2019 2019 UNIVERSAL REGISTRATION DOCUMENT and Annual Financial Report FFP 2019 UNIVERSAL REGISTRATION DOCUMENT // 1 TABLE OF CONTENTS 1. 4. GROUP PRESENTATION 2019 OPERATIONS AND EARNINGS 1.1 Chairman’s message 04 4.1 2019 investments and divestments 110 1.2 FFP’s history 06 4.2 Earnings and financial position 112 1.3 FFP’s strategy 08 4.3 Risk factors – Risk management 1.4 FFP corporate governance 12 and insurance AFR 114 1.5 ESG strategy 14 4.4 Post-balance sheet events 124 1.6 FFP in 2019 22 4.5 Trends and outlook 124 1.7 Key figures 25 4.6 Other business information 125 1.8 Shareholdings chart 26 1.9 Net Asset Value 27 5. FFP share price 29 1.10 FINANCIAL STATEMENTS 1.11 Portfolio presentation 30 5.1 Consolidated financial statementsAFR 131 2. 5.2 Parent company financial statements AFR 187 CORPORATE GOVERNANCE 6. 2.1 Directorships held by Company senior executives at 31 December 2019 54 19 MAY 2020 ORDINARY 2.2 Composition of the Board of Directors AND EXTRAORDINARY GENERAL at 31 December 2019 60 MEETING 2.3 Board of Directors 6.1 Statutory Auditors’ special reports 216 and Board Committee procedures 62 6.2 Summary of currently valid powers granted 2.4 Separate Chairman in general meeting to the Directors to carry and Chief Executive Officer roles 67 out new share issues 221 2.5 Mandatory director statements 68 6.3 Arrangements for participating 2.6 Disclosures concerning agreements at general meetings 222 covered by Article L. 225-37-4 2° 6.4 19 May 2020 Ordinary and Extraordinary of the French Commercial Code 69 General Meeting resolutions 222 2.7 Application of the Afep-Medef code’s “comply or explain” rule 69 2.8 Corporate governance-related excerpts 7. from the Articles of Association 70 ADDITIONAL DISCLOSURES FFP’s Rules of Procedure 2.9 Shareholder disclosures 238 and Stock Market Code of Ethics 72 7.1 2.10 Remuneration and benefits 7.2 Person responsible for the Universal of any kind paid to directors AFR 80 Registration Document 238 2.11 Statutory Auditors’ report 7.3 Person responsible on the corporate governance report 97 for the audit of the financial statements 238 7.4 Universal Registration Document cross-reference table 239 3. 7.5 Cross-reference table COMPANY AND SHARE CAPITAL for the annual financial report 241 3.1. FFP and its shareholders 100 3.2. Company General Information 106 Annual Financial Report items are clearly identified in this summary with the aid of the AFR pictogram AFR 1 // 2019 UNIVERSAL REGISTRATION DOCUMENT FFP FFP 2019 UNIVERSAL REGISTRATION DOCUMENT // 1 2019 UNIVERSAL REGISTRATION DOCUMENT The 2019 Universal Registration Document was filed on 9 April 2020 with the AMF being the competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 thereof. It may be used for a public offering of financial securities or IPO on a regulated market if supplemented by an investment circular and, as applicable, a summary of all adjustments to the Universal Registration Document, which the AMF has approved. In accordance with Regulation (EU) 2017/1129 Article 19, the following information is included by reference in said Universal Registration Document: • The consolidated financial statements and 2018 Audit Report on pages 127 to 185 of the Universal Registration Document as filed with the AMF on 12 April 2019 under number D.19-0317; • The consolidated financial statements and 2017 Audit Report on pages 116 to 167 of the Universal Registration Document as filed with the AMF on 16 April 2018 under number D.18-0332. Copies of the Universal Registration Document may be obtained by submitting a request via the FFP website (www.groupe-FFP.fr) to FFP, 66, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, or via the Autorité des Marchés Financiers website (www.amf-france.org). This document is a free translation of the original Universal Registration Document, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original language version in French takes precedence over this translation. FFP 2019 UNIVERSAL REGISTRATION DOCUMENT // 1 PROFILE FFP is a listed long-term investment company that is majority-owned by Etablissements Peugeot Frères and is a longstanding PSA Group shareholder. It also has a diversified investment portfolio composed primarily of minority holdings, investments in private equity funds, co- investments and real-estate investments. €4.5 billion €600 million +21% Net Asset Value Investment capacity 2019 increase in NAV ASSETS AT 31 DECEMBER 2019 1% 35% Other assets• • Shareholdings 7% 34% Private equity vehicles• • PSA Group 9% Real estate• 14% Co-investments• 2 // 2019 UNIVERSAL REGISTRATION DOCUMENT FFP FFP 2019 UNIVERSAL REGISTRATION DOCUMENT // 3 Group 1. presentation 1.1 Chairman’s message .................................................4 1.2 FFP’s history ..............................................................6 1.3 FFP’s strategy ............................................................8 1.4 FFP corporate governance .....................................12 1.5 ESG strategy............................................................. 14 1.6 FFP in 2019 .............................................................22 1.7 Key figures ..............................................................25 1.8 Shareholdings chart ................................................26 1.9 Net Asset Value ........................................................27 1.10 FFP share price ........................................................29 1.11 Portfolio presentation ............................................30 FFP 2019 UNIVERSAL REGISTRATION DOCUMENT // 3 1.1 GROUP PRESENTATION // Chairman’s message Chairman’s message 4 // 2019 UNIVERSAL REGISTRATION DOCUMENT FFP FFP 2019 UNIVERSAL REGISTRATION DOCUMENT // 5 Dear Shareholders, namely our employees, investees and shareholders. In this report, you will find more details about our As you will see in our Universal Registration Document, philanthropic activities, such as the Démos project that 2019 was another very eventful year for us. we have pledged to support for the next three years, in The year was dominated by talks leading to the mid- the Peugeot family’s home region of Montbéliard. Like December announcement that PSA Group, in which we all French nationals and the whole world, our family- have a longstanding equity stake, was to merge with owned group was deeply saddened by the fire that FCA Group, thereby creating a world automotive leader. damaged Paris’s Notre-Dame, and we responded to the ‘‘Post merger the combined group will have a greater Fondation du Patrimoine and AFEP appeal for funds to international footprint and the scale required to meet help finance its restoration. the challenges of the months and years to come, The first few months of 2020 have been overshadowed particularly related to the environment. During our by the coronavirus outbreak around the world. While at talks, FFP and our parent company Établissements the time of writing this letter, the pandemic’s social and Peugeot Frères negotiated an option to increase our economic impact is not yet under control, it is clear that stake in the combined entity. In March 2020, we decided the ongoing lockdown will significantly dampen the to purchase a further 2% stake in PSA Group through global economy and have consequences on the an equity swap. performance of our investments. FFP has a robust In 2019, we continued to build our portfolio, which is balance sheet and our debt levels are reasonable, which diversified both regionally and by sector. I would will enable us to cope with this complex period. specifically like to highlight the SIGNA Prime Selection Despite this difficult environment, I am confident our transaction, which is delivering an outstanding various initiatives to diversify investment, our prudent 1.1 performance. The quality of our assets, underpinned by strategic growth, our team’s constantly increasing long-term growth prospects, is reflected by a 21% surge expertise and our extensive ESG activities will continue in our NAV, and by our share price discount narrowing to add value in years to come. to 42% as at 31 December 2019, which still offers Finally, a proposal will be put to shareholders at our improvement potential. forthcoming AGM for me to become Chairman of the In view of such good performance and yet considerable Board of Directors as well as Chairman of the uncertainty at present, the Board of Directors will Investments and Shareholdings Committee, and for recommend a €2.15 dividend per share at our 19 May Bertrand Finet to become Chief Executive Officer. This 2020 AGM, unchanged relative to 2018. succession plan has been carefully thought through During the year FFP continued to foster environmental, over several months, and I am confident that the social and governance (ESG) best practices throughout handover, will be seamless and ensure the continuity of our operations and investments. In 2020, we plan to FFP’s trajectory. formalise our ESG policy after important advances in I would like to conclude by thanking all our team for such matters over the last few years. By focusing more their constant dedication and commitment to ensuring on ESG, we also enhance relations with all stakeholders, FFP’s success. Robert PEUGEOT‘‘ FFP 2019 UNIVERSAL REGISTRATION DOCUMENT // 5 1.2 GROUP PRESENTATION // FFP’s history 1.2 FFP’s history FFP WAS FOUNDED IN 1929, BECAME PSA GROUP’S LARGEST SHAREHOLDER IN 1966 AND FLOATED ON THE STOCK EXCHANGE IN 1989. SINCE 2002, IT HAS PURSUED AN ACTIVE DIVERSIFICATION STRATEGY. 1810 A mechanical engineering 2007 business is set up by the FFP buys a stake in ONET Peugeot brothers in the group and increases Doubs region of France. its holding in Zodiac 2002 Aerospace and IDI. FFP buys into Groupe 2005 1929 1996 Taittinger FFP sells its stake in Société Foncière, FFP becomes a shareholder and acquires a further 5% Société du Louvre Financière et de of Compagnie industrielle stake in LISI.

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