PSA COUV page . page RA GB - PEUGEOT Presse

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