2009 REGISTRATION DOCUMENT 2009 Registration Document The original French version of this Registration Document was filed with the Autorité des marchés financiers (AMF) on 22 April 2010, in accordance with the provisions of Article 212-13 of the General Regulation of the AMF. It may be used in connection with a financial transaction in conjunction with an Information Memorandum approved by the Autorité des marchés financiers. It was prepared by the issuer and is the responsibility of the person whose Signature appears therein. It contains all of the information concerning the Annual Financial Report. PSA Peugeot Citroën 2009 Registration Document 1 CONTENTS 1 PERSONS RESPONSIBLE 5 9 OPERATING AND FINANCIAL REVIEW 93 Person responsible for the 2009 Registration Document 6 9.1. Financial Position 94 Statement by the Person Responsible 9.2. Group Operating Results for the Years for the 2009 Registration Document 6 Ended 31 December 2009 and 2008 95 Person Responsible for Financial Information 6 9.3. Other Income Statement Items 101 2 STATUTORY AUDITORS 7 10 CASH AND CAPITAL RESOURCES 103 Auditors 8 10.1. Balance Sheet and Financial Resources 104 10.2. Sources, Amounts and Description of consolidated Cash fl ows 106 3 SELECTED FINANCIAL INFORMATION 9 10.3. Liquidity and Funding 108 Consolidated Statements of Income 10 10.4. Information on Any Restrictions Consolidated Balance Sheets 10 on the Use of Capital Resources 109 Consolidated Statements of Cash Flows 11 10.5. Information on Anticipated Sources of Funds Needed to Fulfi ll Commitments 110 4 RISK FACTORS 13 CAPITAL EXPENDITURE AND 4.1. Issuer Risks 14 11 RESEARCH & DEVELOPMENT 111 4.2. Risk Management 22 4.3. Risk Coverage – Insurance 24 12 TREND INFORMATION 117 5 INFORMATION ABOUT THE COMPANY 25 12.1. Trend Information 118 12.2. First-quarter 2010 revenues 119 5.1. History and Development of the Company 26 5.2. Capital Expenditure 27 5.3. Sustainable Development 28 13 FORECASTS OR ESTIMATES OF PROFITS 121 6 BUSINESS OVERVIEW 61 6.1. Automotive Division 62 14 ADMINISTRATIVE, MANAGEMENT 6.2. Faurecia 77 AND SUPERVISORY BODIES 123 6.3. Gefco 78 14.1. Information about the Administrative, 6.4. Banque PSA Finance 80 Management or Supervisory Bodies 124 6.5. Peugeot Scooters 81 14.2. Confl icts of Interest Concerning Supervisory Board or Managing Board Members 133 14.3. Organisation and Operating Procedures 7 ORGANISATIONAL STRUCTURE 83 of the Supervisory Board 134 7.1. The Group 84 14.4. Supervisory Board Committees 135 7.2. Subsidiaries and equity holdings of the Company 86 15 REMUNERATION AND BENEFITS OF CORPORATE OFFICERS 139 8 PROPERTY, PLANT AND EQUIPMENT 89 15.1. Managing Board Compensation 140 8.1. Signifi cant or planned tangible assets 90 15.2. Supervisory Board Compensation 141 8.2. Environmental Restrictions that 15.3. Paid Fees and Compensations 142 Could Infl uence Use of These Assets by PSA Peugeot Citroën 92 2 PSA PEUGEOT CITROËN 2009 Registration Document 16 BOARD PRACTICES 151 21 ADDITIONAL INFORMATION 343 16.1. Terms of Offi ce of Directors 21.1. Share Capital 344 and Senior Executives 152 21.2. Memorandum and Articles of Association 351 16.2. Service Contracts Providing for Benefi ts 21.3. Fees Paid to the Statutory Auditors upon Termination of Employment 152 in 2009 and 2008 353 16.3. Supervisory Board Committees 152 16.4. Compliance with Best Corporate Governance Practices 152 22 MATERIAL CONTRACTS 355 16.5. Other Signifi cant Corporate Governance Loan agreement with the French State 356 Practices and Internal Control Processes and Procedures 153 23 THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS 17 EMPLOYEES 165 AND DECLARATIONS OF INTEREST 357 17.1. Employee Relations Commitment 166 17.2. Stock Option Plans and Free Allocation of Shares 190 24 PUBLICLY AVAILABLE DOCUMENTS 359 17.3. Employee Shareholding 190 24.1. Documents Available on the Company’s Website 360 24.2. Annual Documents Created Pursuant 18 MAJOR SHAREHOLDERS 191 to article 222-7 of the General Regulations 18.1. Capital and voting rights structure of the Autorité des Marchés Financiers 361 at 31 December 2009 192 18.2. Different voting rights 193 18.3. Ownership and control of the Company’s 25 INFORMATION share capital 194 ON SHAREHOLDINGS 363 18.4. Change of ownership 194 CROSS-REFERENCE TABLES 365 19 TRANSACTIONS Cross-references to the Report WITH RELATED PARTIES 195 of the Managing Board 366 Statutory Auditors’ Special Report on related Cross-references to the Annual Financial Report 367 party agreements and commitments 196 20 FINANCIAL INFORMATION CONCERNING THE COMPANY’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 199 20.1. Historical Financial Information 200 20.2. Pro Forma Financial Information 200 20.3. Consolidated Financial Statements for the Year ended 31 December 2009 201 20.4. Financial Statements of Peugeot S.A. for the Year ended 31 December 2009 312 20.5. Auditing of Historical Annual Financial Information 340 20.6. Age of Latest Financial information 340 20.7. Interim and Other Financial Information 340 20.8. Dividend Policy 341 20.9. Legal and Arbitration Proceedings 341 20.10. Signifi cant Change in the Company’s Financial or Trading Position 341 PSA PEUGEOT CITROËN 2009 Registration Document 3 4 PSA PEUGEOT CITROËN 2009 Registration Document 1 1 PERSONS RESPONSIBLE Person responsible for Person Responsible for Financial Information 6 the 2009 Registration Document 6 Statement by the Person Responsible for the 2009 Registration Document 6 PSA PEUGEOT CITROËN 2009 Registration Document 5 1 PERSONS RESPONSIBLE Person responsible for the 2009 Registration Document Person responsible for the 2009 Registration Document Philippe Varin Chairman of the Peugeot S.A. Managing Board Statement by the Person Responsible for the 2009 Registration Document I hereby declare that, having taken all reasonable care to I have obtained a statement from the Statutory Auditors at ensure that such is the case, the information contained in the the end of their engagement affirming that they have read Registration Document is, to the best of my knowledge, in the whole of the Registration Document and examined the accordance with the facts and contains no omission likely to information about the financial position and the historical affect its import. accounts contained therein. I hereby declare that, to the best of my knowledge, i) the The Statutory Auditors’ Report on the consolidated financial financial statements have been prepared in accordance with statements for the year ended 31 December 2009 are applicable accounting standards and give a true and fair view presented in section 20.3.1 includes an emphasis of matter . of the assets and liabilities, financial position and results of Peugeot S.A. and of the companies in the consolidated group, The Statutory Auditors’ Report on the consolidated financial and ii) the Report of the Managing Board, whose contents statements for the year ended 31 December 2008 includes an are described on page 366, presents a true and fair view of emphasis of matter. The report may be found on pages 187 the business development, results and financial position of and 188 of the Registration Document filed with the French Peugeot S.A. and the companies in the consolidated group, securities regulator (Autorité des Marchés Financiers) under together with a description of the main risks and uncertainties no. D. 09.0309. they face. Philippe Varin Chairman of the Peugeot S.A. Managing Board Person Responsible for Financial Information James Palmer Investor Relations Officer Phone: +33 (0)1 40 66 54 59 6 PSA PEUGEOT CITROËN 2009 Registration Document 2 STATUTORY AUDITORS Auditors 8 Statutory Auditors 8 Substitute Auditors 8 PSA PEUGEOT CITROËN 2009 Registration Document 7 2 STATUTORY AUDITORS Auditors Auditors ➜ Statutory Auditors PricewaterhouseCoopers Audit Mazars (Member of the Compagnie régionale des Commissaires aux (Member of the Compagnie régionale des Commissaires aux comptes de Versailles) comptes de Versailles) Pierre Riou Loïc Wallaert 63, rue de Villiers 61, rue Henri Regnault 92200 Neuilly-sur-Seine 92400 Courbevoie First appointed: at the Annual Shareholders’ Meeting of First appointed: at the Annual Shareholders’ Meeting of 28 May 2003. 25 May 2005. Appointment ends: at Annual Shareholders’ Meeting called to Appointment ends: at Annual Shareholders’ Meeting called to approve the 2010 financial statements. approve the 2010 financial statements. ➜ Substitute Auditors Yves Nicolas Patrick de Cambourg 63, rue de Villiers 61, rue Henri Regnault 92200 Neuilly-sur-Seine 92400 Courbevoie First appointed: at the Annual Shareholders’ Meeting of First appointed: at the Annual Shareholders’ Meeting of 28 May 2003. 25 May 2005. Appointment ends: at Annual Shareholders’ Meeting called to Appointment ends: at Annual Shareholders’ Meeting called to approve the 2010 financial statements. approve the 2010 financial statements. 8 PSA PEUGEOT CITROËN 2009 Registration Document 3 SELECTED FINANCIAL 3 INFORMATION Consolidated Statements of Income 10 Consolidated Statements of Cash Flows 11 Consolidated Balance Sheets 10 PSA PEUGEOT CITROËN 2009 Registration Document 9 3 SELECTED FINANCIAL INFORMATION Consolidated Statements of Income Consolidated Statements of Income 2009 2008 Manufacturing Manufacturing and sales Finance Elimina- and sales Finance Elimina- (in million euros) companies companies tions TOTAL companies companies tions TOTAL R evenue 46,885 1,823 (291) 48,417 52,705 2,088 (437) 54,356 Recurring operating income (1,187) 498 - (689) (7) 557 - 550 Non-recurring