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Growth Strategy
Corporate
Governance
Business Review
Corporate Policies
Management’s
Discussion
and Analysis
Statistics
is required to notify the Company. In the
case of non-disclosure, at the request of
one or several stockholders together
holding at least 5% of the capital, the
undisclosed shares will be stripped of
voting rights for a period of two years from
the date on which the omission is remedied.
There are no other bylaw clauses limiting
voting rights.
• Voting rights at Annual Meetings
Each share carries one vote that may be
cast at the Annual Stockholders’ Meeting.
However, fully paid-up shares registered in
the name of the same stockholder for at
least four years carry double voting rights.
The double voting rights system was
maintained following the 1972 change in
Peugeot S.A.’s governance structure, with
double rights attached to shares held for
at least two years. This period was
increased to four years at an Extraordinary
Stockholders’ Meeting on June 29, 1987.
As of December 31, 2002, the 259,109,146
outstanding Peugeot S.A. shares represented
a total of 313,211,826 voting rights.
Note that Peugeot S.A. shares held in
treasury do not carry voting rights.
ANNUAL STOCKHOLDERS’ MEETING
OF MAY 28, 2003
• Income appropriation
In light of the consolidated results for 2002
and the targets set for 2003, the Managing
Board has again recommended an increase
in the dividend, to €1.35 per share before
tax credit, compared with €1.15 per share
last year. Including the tax credit, the 2002
amount represents total revenue of €2.025.
Based on the number of shares outstanding
at December 31, 2002, the 2002 dividend
will total €350 million, for a payout ratio
of 20.7% of consolidated net income.
In compliance with article 47 of the Law
of July 12, 1965, dividends paid in the last
three years were as follows:
• Financial authorizations
At the Annual Stockholders’ Meeting,
the Managing Board will seek six financial
authorizations.
The first, granted in the eighth resolution,
concerns an authorization to buy back up
to 25,000,000 Peugeot S.A. shares, or
nearly 10% of total Peugeot S.A. shares
outstanding. The Group intends to use
the authorization to take advantage of price
opportunities to buy back shares, within
the specified limits and while maintaining
control over its net financial position.
The next three authorizations, granted in
the ninth, tenth and eleventh resolutions,
renew existing authorizations to issue new
shares and securities conferring a right to
acquire equity, with or without pre-emptive
subscription rights, and, if necessary, while
a public offer to acquire or exchange the
Company’s shares is in progress. The shares
issued under these authorizations may not
have the effect of increasing the Company’s
capital stock to more than a nominal
€400,000,000, compared with a current
€259,109,146.
The fifth authorization, granted in
the twelfth resolution, is submitted
in compliance with the Employee
Savings Act of February 19, 2001,
as extended by the Social Modernization
Act of January 2002, which requires limitedliability
companies to authorize an
employee share issue.
1999 2000 2001
Number of shares 273,056,760 282,559,146 255,409,004
Dividend before tax credit 0.45 € 0.83 € 1.15 €
Tax credit 0.23 € 0.42 € 0.58 €
Total revenue per share 0.68 € 1.25 € 1.73 €
The Managing Board recommends that
stockholders vote against this resolution.
The last authorization, granted in the
thirteenth resolution, authorizes the
Managing Board to cancel shares held
in treasury, representing up to 10% of
total Peugeot S.A. shares outstanding
per 24-month period. Ultimately, the
Company intends to cancel almost all of
the shares acquired.
PSA PEUGEOT CITROËN - MANAGING BOARD REPORT 25