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R esolutions
Eighth resolution
Authorization to launch a share buyback program
The Annual Meeting, having reviewed the Report of the Managing
Board, authorizes the Managing Board to buy and sell the Company’s
shares on the stock market in order to optimize earnings per share or
stabilize the market price, or for attribution on exercise of stock
options granted to the employees, management or officers of the
Company or any related entity, or in connection with the management
of the Company’s stockholders’ equity, or cash reserves, or for
attribution on redemption, conversion, exchange or exercise of share
equivalents. The shares may be purchased and sold by any appropriate
means and at any time, on or off-market, including through the use of
put and call options and any and all other derivatives traded on a
regulated market or over-the-counter.
The maximum purchase price is set at €65 per share and the minimum
sale price at €40 per share. As an exception to the foregoing, if any
shares acquired under this authorization are attributed on exercise of
stock options, as provided for in articles L 225-179 et seq. of the
French Commercial Code, the price at which the shares are attributed
to optionholders will be determined in accordance with the applicable
legal provisions.
The Managing Board may acquire up to a maximum of 25,000,000
issued shares outstanding under this authorization, which is granted for
a period of eighteen months from May 28, 2003 and replaces with
immediate effect the previous authorization granted by the Annual
Meeting held on May 15, 2002.
Resolutions to be voted on in
Extraordinary Stockholders’ Meeting
Ninth resolution
Authorization to issue equity or securities conferring the right to
acquire equity directly or indirectly
The Extraordinary Meeting, having reviewed the Report of the
Managing Board and the Auditors’ Special Report, resolves, pursuant
to Article L.225-129, paragraph III-3, of the French Commercial Code:
I. To grant the Managing Board, under Article 9 of the bylaws, a 26-
month authorization, with immediate effect:
a. To issue, in France or abroad, on one or several occasions, shares
and/or securities conferring the right to acquire equity, directly or
indirectly, and/or warrants for Peugeot S.A. shares, which may or
may not be attached to securities issued by Peugeot S.A., and/or
b. To issue bonus shares or raise the par value of existing shares, to be
paid up by capitalizing earnings, reserves or additional paid-in capital.
The Peugeot S.A. shares to be issued pursuant to this authorization
shall carry the same rights as existing shares, except with regard to the
cum dividend date. The securities conferring the right to acquire equity
may be denominated in euros or in foreign currencies.
II. That:
a. The aggregate number of shares issued pursuant to the
authorizations given in a) and b) above (including any shares issued
to protect the rights of the holders of existing securities) may not
have the effect of increasing the capital—currently €259,109,146—
to more than €400,000,000 and
b. The aggregate nominal value of debt securities issued pursuant to
this resolution may not exceed €600,000,000 or the equivalent in
foreign currency,
not including the value of any issue and/or redemption premiums.
III. That:
a. If the Managing Board issues shares with pre-emptive subscription
rights for existing stockholders, any shares not taken up by
stockholders exercising this right shall be offered to the other
stockholders for subscription in a proportion not exceeding their
existing interests in the capital.
b. If the total number of shares included in the issue are not taken up
by stockholders exercising their pre-emptive right, the Managing
Board may decide either to limit the amount of the issue to the value
of the shares subscribed, provided that at least three-quarters of the
shares offered have been taken up, or to freely allocate all or some
of the unsubscribed shares or to offer the unsubscribed shares for
subscription by the public.
c. In the case of a bonus share issue, rights to fractions of shares shall
be non-transferable. The corresponding shares shall be sold and the
proceeds from the sale allocated among the holders of said rights
within 30 days of the date on which the whole number of shares
allotted to them is recorded in their account.
d. In the case of issue of compound securities, stockholders shall not
have any pre-emptive right to subscribe the shares to be issued on
conversion, redemption, exchange or exercise of the securities.
IV. To grant full powers to the Managing Board to:
- Decide on the type of securities to be issued, based on market
opportunities in France and abroad, determine the characteristics of
the securities and the terms and conditions subject to compliance with
the applicable laws and conditions.
- Carry out any and all publication and other formalities, enter into any
and all underwriting agreements with any and all banks, amend the
bylaws as required and generally take any other action that is necessary.
V. That this authorization cancels and replaces the authorizations to
issue shares and securities conferring a right to acquire equity
given to the Managing Board by the Extraordinary Meeting of
May 16, 2001.
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PSA PEUGEOT CITROËN - RESOLUTIONS