PSA COUV page . page RA GB - PEUGEOT Presse

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Changes in capital stock (in number of shares, adjusted for the stock split) 2002 2001 2000 1999 1998 Shares outstanding as of January 1 259,109,146 278,223,630 272,946,048 300,687,600 300,664,968 - Exercise of options - - 84,300 119,520 22,620 - Conversion of bonds - 4,335,516 5,193,282 38,928 12 - Cancellation of shares - (23,450,000) - (27,900,000) - Shares outstanding as of December 31 259,109,146 259,109,146 278,223,630 272,946,048 300,687,600 Voting rights outstanding as of December 31 313,211,826 330,352,845 354,896,226 359,047,518 396,637,224 (in euros) 2002 2001 2000 1999 1998 Capital stock as of January 1 259,109,146 278,223,630 272,946,048 267,397,253 267,377,127 - Conversion of the capital into euros - - - 33,290,347 - - Exercise of options - - 84,300 119,520 20,115 - Conversion of bonds - 4,335,516 5,193,282 38,928 11 - Cancellation of shares - (23,450,000) - (27,900,000) - Capital stock as of December 31 259,109,146 259,109,146 278,223,630 272,946,048 267,397,253 Diluted capital There were no share equivalents or options to purchase new shares of Peugeot S.A. stock outstanding at December 31, 2002. Identity of stockholders (Article 7 of the bylaws) The Company is entitled to request details of the identity of stockholders and holders of securities conferring the right to acquire equity capital, including the number of shares or securities held, in accordance with the applicable legislation. Ownership structure As of December 31, 2002, the capital stock consisted of 93,135,701 registered shares, held by 576 stockholders, and of 165,973,445 bearer shares. December 31, 2002 December 31, 2001 December 31, 2000 (1) (Main identified stockholders) Number of % % voting Number % % voting Number % % voting shares interest rights of shares interest rights of shares interest rights Etablissements Peugeot Frères 6,923,760 2.67 4.42 6,923,760 2.67 4.19 6,923,760 2.49 3.90 La Française de Participations Financières - LFPF 9,797,880 3.78 6.26 9,797,880 3.78 5.93 9,797,880 3.52 5.52 Foncière, Financière et de Participations - FFP 51,792,738 19.99 30.99 51,792,738 19.99 29.38 45,601,500 16.39 25.60 Comtoise de Participation 36,000 0.01 0.01 36,000 0.01 0.01 36,000 0.01 0.01 Cogevam - - - - - - 6,191,238 2.23 3.49 Peugeot Family Group 68,550,378 26.46 41.68 68,550,378 26.46 39.52 68,550,378 24.64 38.53 Michelin Group 2,826,000 1.09 1.80 2,826,000 1.09 1.71 9,590,100 3.45 5.40 Société Générale Group 2,371,973 0.92 1.08 8,103,600 3.13 4.22 9,302,130 3.34 4.26 Caisse des Dépôts Group 7,323,494 2.83 2.34 7,939,981 3.06 2.40 8,847,594 3.18 2.49 Lafarge Group - - - - - - 5,280,750 1.90 2.98 Treasury stock 15,208,709 5.87 - 2,994,287 1.16 - 16,044,378 5.77 - PSA corporate mutual fund 3,614,676 1.40 1.15 2,739,376 1.06 0.83 2,088,726 0.75 0.59 (1) Number of shares restated for the six-for-one stock split on July 1, 2001. Other stockholders A survey of banks and brokers holding more than 150,000 shares, commissioned from the Euroclear France clearing organization on March 31, 2002 determined that there are approximately 40,935 holders of more than 50 bearer shares. There are no stockholders’ pacts in force. Directors’ interests Directors’ interests in the Company’s capital, held in the form of registered shares or stock options, represent less than 1% of total shares outstanding. 206 PSA PEUGEOT CITROËN - APPENDICES TO THE MANAGING BOARD REPORT
S tatutory Auditors’ Report on the Consolidated Financial Statements for the years ended December 31, 2002, 2001 and 2000 To the stockholders, In accordance with the terms of our appointment as auditors at the Annual Stockholders’ Meeting, we have audited the accompanying consolidated financial statements of Peugeot S.A. and its subsidiaries, stated in euros, for the years ended December 31, 2000, 2001 and 2002. These consolidated financial statements are the responsibility of the Managing Board. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted the audit in accordance with the professional standards applied in France. Those standards require that we plan and perform our audits to obtain reasonable assurance that the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made in the preparation of the financial statements, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position and assets and liabilities of Peugeot S.A. and its subsidiaries at December 31, 2000, 2001 and 2002 and of the consolidated results of operations for each of the three years then ended, in accordance with French accounting principles and regulations. We have also reviewed the information given in the report of the Managing Board. We have no comments as to its fair presentation and its conformity with the consolidated financial statements. Paris, March 7, 2003 The Statutory Auditors Constantin Associés Coopers & Lybrand Audit SARL Member of PricewaterhouseCoopers Jean-François Serval Laurent Lévesque Pierre-Bernard Anglade Eric Bertier PSA PEUGEOT CITROËN - STATUTORY AUDITORS’ REPORT 207
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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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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 -
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➔ Note 15 - Intangible assets Int
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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 and 208: M anagement and Administration Main
Page 209: I nformation about the company’s
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
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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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