PSA COUV page . page RA GB - PEUGEOT Presse

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M anagement and Administration COMPENSATION OF CORPORATE OFFICERS AND EXECUTIVES IN 2002 Total direct or indirect compensation and benefits paid by Group companies to members of the Supervisory Board and to the Advisors was as follows: Title Pierre Peugeot Chairman of the Supervisory Board 212,328 € Jean Boillot Vice-Chairman of the Supervisory Board 40,420 € Pierre Banzet Member of the Supervisory Board 13,750 € Jean-Louis Dumas Member of the Supervisory Board 13,750 € Marc Friedel Member of the Supervisory Board 13,750 € Jean-Louis Masurel Member of the Supervisory Board 13,750 € François Michelin Member of the Supervisory Board 21,370 € Jean-Paul Parayre Member of the Supervisory Board 17,560 € Jean-Philippe Peugeot Member of the Supervisory Board 13,750 € Marie-Hélène Roncoroni Member of the Supervisory Board 13,750 € Ernest-Antoine Seillière de Laborde Member of the Supervisory Board 21,370 € Joseph F. Toot Member of the Supervisory Board 13,750 € Roland Peugeot Advisor 13,750 € Bertrand Peugeot Advisor 13,750 € The above compensation and benefits, paid by Peugeot S.A., comprise directors’ fees paid to members of the Supervisory Board, specific compensation paid to Chairman and Vice-Chairman of the Supervisory Board, and specific compensation paid to Chairman and members of the Strategy and Compensation Committees. Total direct or indirect compensation and benefits paid by Group companies to members of the Managing Board was as follows: Total compensation Variable portion Jean-Martin Folz, Chairman €1,904,765 53.74% Frédéric Saint-Geours €810,825 43.74% Claude Satinet €809,825 43.76% In addition, Jean-Martin Folz was paid €7,625 in compensation for his duties as director of Faurecia. TRANSACTIONS WITH CORPORATE OFFICERS AND EXECUTIVES As of the date of publication of this Annual Report, no transactions, other than on arm’s length terms, have been undertaken with members of the Supervisory Board, members of the Managing Board or any stockholder owning more than 5% of the Company’s capital stock. In particular, the Company has granted no loans or guarantees to members of the Supervisory Board or the Managing Board. O ptions to purchase existing Peugeot S.A. shares granted and exercised in 2002 Options to purchase existing Peugeot S.A. shares granted to and exercised by members of the Managing Board in 2002: Options Granted Shares Purchased Plan Number Expiry Purchase Plan Number Expiry Purchase date price date price Jean-Martin Folz, Chairman Aug.20, 2002 60,000 Aug.20, 2009 €46.28 - - - - Frédéric Saint-Geours Aug.20, 2002 33,000 Aug.20, 2009 €46.28 - - - - Claude Satinet Aug.20, 2002 33,000 Aug.20, 2009 €46.28 - - - - Options to purchase existing Peugeot S.A. shares granted to the eleven top employees other than corporate officers in 2002: Plan Total number Expiry date Purchase price August 20, 2002 227,000 August 20, 2009 €46.28 Options to purchase existing Peugeot S.A. shares granted in prior years and exercised in 2002 by employees other than corporate officers (four employees): Plan Total number Expiry date Purchase price March 31, 1999 17,000 March 30, 2007 €20.83 204 PSA PEUGEOT CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
I nformation about the company’s capital Capital stock As of December 31, 2002, the Company’s capital stock amounted to €259,109,146, divided into 259,109,146 shares with a par value of €1.00, all fully paid-up and of the same class. Shares may be held in registered or bearer form, at the choice of the stockholder. Specific provisions of the bylaws concerning changes in capital and other stockholder rights Not applicable. Authorization to buy back Company shares At the Annual Stockholders’ Meeting of May 28, 2003, the Managing Board will seek an authorization to carry out a share buyback program. The purpose of the buybacks will be to: - Optimize earnings per share; - Stabilize the share price by systematically buying shares against market trends; - Contribute to the management of stockholders’ equity and the Company’s cash position; - Acquire shares for issuance on redemption, conversion, exchange or exercise of share equivalents; - Acquire shares for attribution to employees, executives or officers of the Company or related entities on the exercise of stock options. The authorization is being sought for a period of 18 months and concerns the buyback of a maximum of 25,000,000 shares. The maximum purchase price is set at €65 and the minimum sale price at €40. Details of the share buyback program will be provided in an information memorandum to be approved by the Commission des Opérations de Bourse, according to French regulation. Securities not conferring a right to acquire equity capital Not applicable. Securities conferring a right to acquire equity capital Employee stock options Options to purchase existing shares of Company stock were granted to Group executives and senior managers in 2002 and prior years. As of December 31, 2002 there were 2,783,200 such options outstanding. Peugeot S.A. stock option plans in effect at December 31, 2002 Number of shares to be purchased Options (of which those Number of outstanding granted to corporate Exercice Exercice Options as of Date of Managing corporate officers (1) period period exercised Dec.31, Board meeting officers (1) ) concerned begins ends Price in 2002 2002 March 31, 1999 462,900 14 March 31, 2001 March 30, 2007 €20.83 17,000 415,300 (183,000) October 5, 2000 709,200 13 October 5, 2002 October 4, 2008 €35.45 0 709,200 (237,000) November 20, 2001 798,600 13 November 20, 2004 November 19, 2008 €46.86 0 798,600 (330,000) August 20, 2002 860,100 13 August 20, 2005 August 20, 2009 €46.28 0 860,100 (335,000) (1) Corporate officers are defined as members of the Managing Board, the Executive Committee and the Senior Management team. PSA PEUGEOT CITROËN - APPENDICES TO THE MANAGING BOARD REPORT 205
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2002 ANNUAL REPORT
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K ey figures Worldwide sales Automo
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Contents 2 A Tribute to Pierre Peug
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A Tribute to Pierre Peugeot Our Gro
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M essage from the Chairmen is alrea
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plan defined by the Managing Board.
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10 Growth Strategy 16 Corporate Gov
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Growth Strategy 12 • One Group, t
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Growth Strategy Corporate Governanc
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Corporate Governance 18 21 22 • T
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Business Review 30 34 44 48 52 56 O
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Corporate Policies 62 Human Resourc
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Management’s discussion and analy
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Statistics PSA PEUGEOT CITROËN - M
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Appendices to the Managing Board Re
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C onsolidated statements of income
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C onsolidated balance sheets - Liab
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C onsolidated statements of stockho
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➔ Note 1 - Accounting policies Th
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No reserve is booked for taxes paya
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2. Effect on stockholders’ equity
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Allibert’s non- automotive busine
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2000 (in millions of euros) Automot
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➔ Note 5 - Key financial data for
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➔ Note 12 - Operating expenses -
Page 157 and 158: ➔ Note 15 - Intangible assets Int
Page 159 and 160: Unrealized gains on restricted stoc
Page 161 and 162: ➔ Note 21 - Inventories Inventori
Page 163 and 164: ➔ Note 25 - Short-term income tax
Page 165 and 166: g) Capital in excess of par value o
Page 167 and 168: ➔ Note 34 - Other long-term borro
Page 169 and 170: 2. Short-term portion (in millions
Page 171 and 172: ➔ Note 42 - Net financial positio
Page 173 and 174: 1. Automobile division An early-ter
Page 175 and 176: - Changes during the year (in milli
Page 177 and 178: The entire debt is converted to flo
Page 179 and 180: 2. Maturities of hedging instrument
Page 181 and 182: ➔ Note 50 - Commitments and conti
Page 183 and 184: 2. Effect of debenture conversions
Page 185 and 186: F ive-year consolited statement of
Page 187 and 188: F ive-year consolidated balance she
Page 189 and 190: C onsolidated companies as at Decem
Page 191 and 192: Company Percent Percent F/E control
Page 197 and 198: Recruitments (1) 2 4 Disabled emplo
Page 199 and 200: 7 Paid leave other than vacations E
Page 201 and 202: Consumption Peugeot 607 Fuel Displa
Page 203 and 204: E nvironmental Indicators Productio
Page 205 and 206: Waste production PEUGEOT CITROËN A
Page 207: M anagement and Administration Main
Page 211 and 212: S tatutory Auditors’ Report on th
Page 213 and 214: ➔ Stockholders’ Meetings (Artic
Page 215 and 216: PEUGEOT S.A. 100% AUTOMOBILES CITRO
Page 217 and 218: S tockholder Information (Euronext
Page 219 and 220: F inancial authorizations in effect
Page 221 and 222: 216 PSA PEUGEOT CITROËN - INFORMAT
Page 223 and 224: R esolutions Eighth resolution Auth
Page 225 and 226: T he Vice Presidents Committee Thie
Page 227 and 228: 12,000 copies of this report were p
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