20 REGISTRATION DOCUMENT Including the annual financial report 16 CONTENTS MESSAGE OF THE PRESIDENT 5 CONSOLIDATED FINANCIAL OF THE MANAGING BOARD 2 STATEMENTS AT KEYS FIGURES 2 31 DECEMBER 2016 AFR 173 5.1. Consolidated Statements of Income 174 1 PSA GROUP 5 5.2. Consolidated Comprehensive Income 176 1.1. History and highlights 5.3. Consolidated Balance Sheets 178 of the Company’s business 6 5.4. Consolidated Statements of Cash Flows 180 1.2. Organisational structure 7 5.5. Consolidated Statements 1.3. Activities and strategy 9 of Changes in Equity 182 1.4. Risk factors AFR 20 5.6. Notes to the Consolidated Financial Statements at December 2016 183 5.7. Statutory auditors’ report on the consolidated fi nancial statements 257 2 CORPORATE RESPONSIBILITY: SUSTAINABLE DEVELOPMENT INITIATIVES 31 2.1. Social responsibility: an integral part 6 PEUGEOT S.A. FINANCIAL of the Group’s strategy 32 STATEMENTS FOR THE YEAR ENDED 31 DECEMBER AFR 259 2.2. Embracing environmental issues AFR 35 2.3. Corporate sustainable development 6.1. Income Statement for the year ended commitment AFR 54 31 December 2016 260 2.4. Human Resources: 6.2. Balance Sheets at 31 December 2016 261 Enabler of Performance AFR 63 6.3. Cash Flow Statements for the Year ended 2.5. Report by an independent third-party body 31 December 2016 262 on the consolidated human resources, 6.4. Notes to Peugeot S.A. Financial Statements 263 environmental and social information included 6.5. Company fi nancial results for the past in the management report 82 fi ve years 281 2.6. Reporting scope, methodology 6.6. Statutory auditors’ report on the fi nancial and cross-reference tables 85 statements 282 6.7. Statutory Auditors’ Report on Related Party Agreements and Commitments 283 3 CORPORATE GOVERNANCE AFR 89 3.1. Management and Supervisory Bodies 90 3.2. Report of the Chairman of the Supervisory 7 INFORMATION ABOUT THE Board on corporate governance and internal COMPANY AND ITS SHARE CAPITAL 287 control and risk management procedures 106 7.1. Information about the Company AFR 288 3.3. Statutory auditors’ report prepared 7.2. Information about the Company’s in accordance with article L. 225-235 share capital AFR 290 of the French commercial code (Code de commerce), on the report prepared 7.3. Ownership structure AFR 294 by the chairman of the supervisory 7.4. Corporate fi nancial instrument markets 297 board of Peugeot S.A. 121 3.4. Compensation of corporate offi cers 122 8 SHAREHOLDERS’ MEETING OF 10 MAY 2017 299 4 ANALYSIS OF THE BUSINESS 8.1. Report of the Managing Board on the AND GROUP OPERATING RESULTS Resolutions Presented at the Combined IN 2016 AND OUTLOOK 137 Shareholders’ Meeting on 10 May 2017 300 4.1. Analysis of the business 8.2. Agenda and text of the proposed resolutions 320 and consolidated operating results AFR 138 8.3. Auditors’ Reports 340 4.2. Financial position and cash AFR 140 4.3. Executive management statement AFR 142 4.4. Major contracts 143 4.5. Capital expenditure in Research ADDITIONAL INFORMATION 347 & Development AFR 165 9 4.6. Recent events and outlook AFR 171 9.1. Persons responsible for the Registration Document AFR 348 9.2. Historical fi nancial information 349 9.3. Documents available to the public 349 9.4. Persons responsible for auditing the accounts AFR 350 Annual Financial Report elements are clearly identified 9.5. Cross-reference tables 351 in this table of contents with the sign AFR 2016 REGISTRATION DOCUMENT including the annual financial report The original French version of this Registration Document, which contains all of the information in the Management Report, was filed with the French securities regulator (Autorité des Marchés Financiers – AMF) on 3 April 2017, in accordance with the provisions of Article 212-13 of the AMF General Regulations. It may be used in connection with a financial transaction in conjunction with an Offering Memorandum approved by the AMF. 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. PSAPSA GROUP GROUP - 2016 REGISTRATION DOCUMENT 1 2016 KEY FIGURES 54 billion 2016 revenue MESSAGE OF THE PRESIDENT OF THE million MANAGING BOARD 3.146 units(1) sold worldwide +5.8% versus 2015 After achieving the reconstruction of the Company’s economic fundamentals with our “Back in the Race” plan in two years, 2016 will have marked a turning point for the PSA Group. While keeping up the pace and capitalising on our efficiency and agility, we rolled out “Push to Pass”, our strategic plan for profitable growth. This translated into unprecedented results in terms of sales volumes, operating margin, cash 6% position and breakeven point, with twofold profit growth compared to 2015. recurring operating margin The in-depth transformation of our core processes enabled to improve our competitiveness. of the Automotive Division Many agreements, particularly in Iran, India, Ethiopia and Vietnam were completed in order and the Group to support our international expansion and secure profitable growth. A ground-breaking product and technology offensive was initiated and the first concrete results are visible: our autonomous vehicle prototypes have already travelled more than 120,000 km, the new Peugeot 3008 was named 2017 car of the year in Europe and we have already recorded over 80,000 orders for the new Citroën C3. The market shares of the Peugeot Expert and Citroën Jumpy in the light commercial vehicle segment are up. Ultimately, the Company now offers a complete range of mobility solutions through its new “Free2Move” brand, with disruptive approaches to second-hand vehicles, after sales and car-sharing. 2.7 billion Group employees can be proud of these results and the progress made in 2016 which reflect (free cash fl ow generated both individual and collective commitment every step of the way. The mature social dialogue for the period) based on co-construction is now deeply rooted in our Group’s DNA. + Net fi nancial position Thanks to the excellent results achieved in 2016, employees received bonuses in amounts at end-2016 of €6.8 billion that have been unparalleled for over ten years. Shareholders will also benefit from this performance with the payment of a dividend submitted to the Shareholders’ Meeting for the first time since 2011. In 2017, all the staff will strive to keep up the efforts and roll out the “Push to Pass” plan, while remaining customer-focused in their everyday concerns, both upstream and downstream of the Company’s operations. The PSA Group is more than ever committed to creating value. regional We are the agents of our performance and will seize all strategic opportunities to strengthen 31 launches our foundations and make 2017 yet another year of success! by the end of 2017 out of 121 launches planned for 2016-2021 CARLOS TAVARES Peugeot 3008 2017 car of the year (1) Of which 233,000 vehicles produced in Iran under Peugeot license in 2016, following the final JV agreement signed with Iran Khodro on 21 June 2016. 2 PSAPSA GROUP GROUP - 2016 REGISTRATION DOCUMENT A GLOBAL PRESENCE… RUSSIA 170,156 Kaluga employees worldwide BELARUS Kostanai Minsk KAZAKSTHAN JAPAN Xiangyang Mizushima TURKEY Bursa CHINA Okazaki Wuhan TUNISIA IRAN Shanghai / Wuhan / Shenzhen (2) MOROCCO Tunis 2018 (1) Téhéran 2017 Chengdu Kenitra 2019(4) (3) Kashan 2018 Shenzhen MEXICO INDIA ALGERIA (5) Hosur 2020 VIETNAM NIGERIA ETHIOPIA Chu Lai Wukro MALAYSIA Kaduna Gurun (6) BRAZIL KENYA Porto Real Sete Lagoas SOUTHERN São Paulo URUGUAY AFRICA CHILE Buenos Aires Montevideo 2017(7) Jeppener ARGENTINA …A EUROPEAN LEADER nd ESTABLISHEMENTS 2 IN FRANCE Mulhouse largest car manufacturer in Europe Poissy (10.8% market share PC+LCV) Rennes Sevelnord Sochaux UNITED-KINGDOM POLAND Caen NETHERLANDS Charleville-Mézières GERMANY UKRAINE Douvrin (FM) BELGIUM CZECH REPUBLIC 18.9% Kolin Hérimoncourt LUXEMBOURG SLOVAKIA market share in 2016 in Europe Metz AUSTRIA FRANCE Trnava for light commercial vehicles Mulhouse SWITZERLAND Saint-Ouen Sept-Fons ITALY Trémery EUROPEAN Valenciennes Vigo LEADER Vesoul Mangualde Sevelsud Vélizy PORTUGAL Madrid (Val di Sangro) g/KM La Ferté-Vidame SPAIN 102.4 CO2 Sochaux 1st leading Group in Europe Belchamp in terms of CO2 emissions La Garenne-Colombes Carrières-sous-Poissy MANUFACTURING LOCATIONS OTHER LOCATIONS Manufacturing locations in the planning stage Automotive production plant R&D centre (1) This Peugeot pick-up assembly project for the Tunisian market is set to start in 2018 - partnership ( in joint venture, cooperation or partnership) with STAFIM. ( in the planning stage) (2) The first Peugeot vehicles (208, 2008 and 301) for the region will roll off the production lines of the Tehran plant in 2017 - partnership with Iran Khodro. Components factory, casting SALES LOCATIONS (3) The first Citroën models for the Iranian market will roll off the production lines of the Kashan ( in joint venture, cooperation or partnership) plant in 2018 - partnership with SAIPA. Countries where the Group operates (4) The first vehicles (segments B and C), meeting the needs of the Moroccan region and customers, Assembly plant with a commercial subsidiary will roll off the production lines of the Kenitra plant in 2019. ( in the planning stage) (5) The first vehicles and powertrains for the Indian market will roll out of the production plants of Tamil Nadu in 2020 - partnership with CK Birla. (6) This assembly project for the Peugeot 508, followed by the Peugeot 3008 Sport Utility Vehicle, for the Kenyan market, is set to begin in 2017 - partnership with URYSIA. Note: this does not include office facilities, head offices, IT sites, non-automotive businesses, (7) This assembly project of new Peugeot Expert and Citroën Jumpy vehicles for Argentina and Brazil is or countries where Group vehicles are sold by an importer.