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Tenth resolution Authorization to issue securities conferring a right to acquire equity without pre-emptive subscription rights The Extraordinary Meeting, having reviewed the Report of the Managing Board and the Auditors’ Special Report, resolves that the issues of shares, securities or warrants conferring a right to acquire equity, immediately or in the future, as authorized in the ninth resolution of the Meeting, may be carried out, at the Managing Board’s discretion, in France or abroad, without existing stockholders being granted a pre-emptive subscription right, within the monetary limits set forth in paragraph II a) of the ninth resolution. The Extraordinary Meeting expressly waives stockholders’ pre-emptive subscription rights in the event that the Managing Board decides to use this authorization, provided that the issue price of the shares created directly or on conversion, redemption, exchange or exercise of securities, is at least equal to the average of the prices quoted for Peugeot S.A. shares on the Paris Bourse over ten consecutive trading days selected from among the twenty trading days preceding the opening date of the issue. Eleventh resolution Authorization to issue new shares while a public offer to acquire or exchange the Company’s shares is in progress The Extraordinary Meeting resolves that the blanket authorization, granted to the Managing Board in the ninth and tenth resolutions approved by this Annual Meeting, to increase the capital to a maximum of €400,000,000 by issuing shares and securities conferring a right to acquire equity, with or without pre-emptive subscription rights, may be used by the Managing Board while a public offer to acquire or exchange the Company’s shares is in progress, provided that subscription of the shares is not restricted. This authorization shall expire at the next Annual Meeting. Twelfth resolution Authorization to carry out an employee share issue The Extraordinary Meeting, having reviewed the Report of the Managing Board and the Auditors’ Special Report, resolves, in accordance with Article L.225-129, paragraph VII, of the Commercial Code, to authorize the Managing Board to carry out one or several employee share issues, as provided for in Article L.443-5 of the Labor Code, provided that the aggregate par value of the shares issued under this authorization does not exceed €15,000,000. The Managing Board shall have full powers to determine the amount of any such share issue or issues within the above limit, as well as their timing and other terms and conditions. The Managing Board shall also determine the issue price of the new shares, subject to compliance with Article L.443-5 of the Labor Code, the basis on which such shares are to be paid up, the subscription period and the terms governing the exercise of employees’ subscription rights. The Managing Board shall also have full powers to enter into any and all agreements, take any and all measures and carry out any and all necessary formalities to render the capital increase or increases effective, and to amend the bylaws to reflect the new capital. This authorization is given for a period of twenty-six months from the date of this Meeting. Thirteenth resolution Authorization to reduce the capital stock by canceling shares bought back by the Company The Extraordinary Meeting, having reviewed the Report of the Managing Board and the Auditors’ Special Report, authorizes the Managing Board to cancel any shares held now or in the future, as purchased under the buyback program authorized in the eighth resolution of this Meeting, provided that the number of shares canceled in any twenty-four month period does not exceed one-tenth of the Company’s capital stock. The Extraordinary Meeting gives full powers to the Managing Board to reduce the capital stock on one or several occasions by canceling shares as provided for above, to amend the bylaws to reflect the new capital, to carry out any and all publication formalities, and to take any and all measures required to effect the capital reduction or reductions, directly or indirectly. PSA PEUGEOT CITROËN - RESOLUTIONS 219
T he Vice Presidents Committee Thierry ARMENGAUD Chief Executive, Banque PSA Finance Alain BALDEYROU Manufacturing and Components, Trnava Manufacturing Center Vincent BESSON Citroën Marque, Products and Markets Michel BRICOUT Citroën Marque, International Sales and Marketing Patrick BRIENS Manufacturing and Components, Mulhouse Manufacturing Center Jean-Marie BROM Manufacturing and Components, Poissy Manufacturing Center Christian CARDOT Finance, Control and Performance, Automobile Accounting and Finance Management Systems Alain CORDIER Finance, Control and Performance, Budget Control Louis DEFLINE Chairman, Gefco Yann DELABRIERE Executive Vice President, Finance, Control and Performance Philippe DORGE Employee Relations and Human Resources, Institutional and Labor Relations Denis DUCHESNE Platforms, Technical Affairs and Purchasing, Cooperation Platforms Xavier FELS Group Vice President, External Relations Jean-Martin FOLZ Chairman of the Managing Board Roger GARNIER Peugeot Marque, International Development Pierre GOSSET Innovation and Quality, Quality Jean-Louis GREGOIRE Group Vice President, Executive Development Bernard GUERREAU Citroën Marque, Institutional Relations Bruno de GUIBERT Peugeot Marque, Products and Markets Hervé GUYOT Platforms, Technical Affairs and Purchasing, Purchasing Alain HAMM Manufacturing and Components, Sochaux Manufacturing Center Pascal HENAULT Innovation and Quality, Research and Innovation Jean JACQUEMART Citroën Marque, Sales and Marketing France Yves JOUCHOUX Peugeot Marque, Spare parts Logistics Liliane LACOURT Group Vice President, Corporate Communications Véronique LARRIEU-PELEGRY Citroën Marque, Communications Norbert LARTIGUE Platforms, Technical Affairs and Purchasing, Chassis and Powertrains Hubert LEHUCHER Peugeot Marque, Sales and Marketing Europe Jean-Paul LEVEL Platforms, Technical Affairs and Purchasing, Vehicle Function Activities Hubert MAILLARD Platforms, Technical Affairs and Purchasing, Platform 1 Christian DELOUS Peugeot Marque, International Sales and Marketing Jean-Claude HANUS Group Vice President, Legal Affairs Victor MALLO Strategy and Group Product Planning, Industrial Strategy 220 PSA PEUGEOT CITROËN - THE VICE PRESIDENTS COMMITTEE
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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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Unrealized gains on restricted stoc
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➔ Note 25 - Short-term income tax
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g) Capital in excess of par value o
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➔ Note 34 - Other long-term borro
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2. Short-term portion (in millions
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➔ Note 42 - Net financial positio
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Page 179 and 180: 2. Maturities of hedging instrument
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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 and 210: I nformation about the company’s
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
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Page 223: R esolutions Eighth resolution Auth
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