Successful completion of PSA Peugeot Citroën’s c. €1.0 billion capital increase with preferential subscription rights

Regulatory News:

The share capital increase with preferential subscription rights launched by PSA Peugeot Citroën (Paris:UG) on March 06, 2012 has been successfully concluded. The final gross proceeds amount to €999,013,089, corresponding to the issue of 120,799,648 new shares.

Total subscription orders amounted to approximately €1.78 billion, representing a subscription ratio of 178%:

• 119,101,968 new shares were subscribed by irrevocable entitlement (à titre irréductible), representing approximately 98.6% of the total number of new shares;
• 96,431,058 new shares were requested on a basis subject to reduction (à titre réductible), and will, as a result, only be satisfied in part, in the amount of 1,697,680 new shares.

"PSA Peugeot Citroën is pleased by the success of this offering, which will permit to fund investments related to projects that are core to the global strategic Alliance with General Motors. The Group thanks all its shareholders for the statement of confidence they made regarding its globalisation and upscaling strategy, and growth perspectives.” declared Philippe Varin, CEO.

Following the capital increase with preferential subscription rights, the Peugeot Family Group remains PSA Peugeot Citroën’s major shareholder with 25.2% of the capital and 37.9% of the exercisable voting rights. The Peugeot Family Group exercised 32,875,655 preferential subscription rights, representing 45.4% of its rights, for a total amount of approximately €140 million.

Following the capital increase with preferential subscription rights, and as a result of the strategic Alliance, announced on February 29, 2012, General Motors becomes the second largest shareholder of PSA Peugeot Citroën, with 7% of the capital, through the acquisition and exercise of the Peugeot Family Group’s remaining preferential subscription rights and the acquisition of treasury shares sold by PSA Peugeot Citroën.

Settlement and delivery of the new shares and listing on Euronext Paris (Compartment A) will take place on March 29, 2012. The new shares will be immediately fungible with and trade on the same ISIN as the existing shares (FR0000121501). As from this date, the share capital of PSA Peugeot Citroën will be composed of 354,848,992 shares with a nominal value of €1 each, which translates into a total share capital of €354,848,992.

The capital increase was led by a syndicate of banks led by BNP Paribas, Morgan Stanley and Société Générale Corporate & Investment Banking as Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners, and HSBC, as Co-Lead Manager and Joint Bookrunner.

PSA Peugeot Citroën

With its two world-renowned brands, Peugeot and Citroën, the Group sold 3.5 million vehicles worldwide in 2011, out of which 42% outside Europe. As Europe’s second largest carmaker, it recorded sales and revenue of more than €59.9 billion in 2011. PSA Peugeot Citroën has sales offices in 160 countries. In 2011, the Group dedicated more than €2 billion to research and development, especially in new energy vehicles. Its activities also include financing activities (Banque PSA Finance), logistics (GEFCO) and automotive equipment (Faurecia).

For more information go to http://www.psa-peugeot-citroen.com.

Forward-Looking Statements

This press release includes forward-looking statements and information about the objectives of the Group, in particular, relating to the implementation of the strategic Alliance with General Motors and corresponding expected synergies. These statements are sometimes identified by the use of the future tense or conditional mode, as well as terms such as "estimate”, "believe”, "have the objective of”, "intend to”, "expect”, "result in”, "should” and other similar expressions. It should be noted that the realisation of these objectives and forward-looking statements is dependent on the circumstances and facts that arise in the future. Forward-looking statements and information about objectives may be affected by known and unknown risks, uncertainties and other factors that may significantly alter the future results, performance and accomplishments planned or expected by the Company. These factors may include changes in the economic and geopolitical situation and more generally those detailed in Chapter 4 of the reference document filed with the Autorité des marchés financiers (the "AMF”) on 5 March under no. D. 12-0128.

Information available to the public

A Prospectus approved by the AMF on March 5, 2012, under number D. 12-101, comprised of a Document de Référence registered by the AMF under number 12-0128 and a Note d’Opération (including a summary of the Prospectus) in connection with the Offering, is available, without charge and upon request to the Company at 75 avenue de la Grande Armée – 75116 Paris, as well as on the websites of the Company (www.psa-peugeotcitroen.com) and of the AMF (www.amf-france.org)

The Company draws the public’s attention to Chapter 4 "Risk Factors" of the Document de Référence and to Chapter 2 of the Note d’Opération.

This press release may not be distributed directly or indirectly in the United States, Canada, Australia or Japan.

This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase the PSA Peugeot Citroën shares or preferential subscription rights.

No communication and no information in respect of this transaction may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction (other than France) where such steps would be required. The issue, the subscription for or the purchase of PSA Peugeot Citroën’s shares may be subject to specific legal or regulatory restrictions in certain jurisdictions. PSA Peugeot Citroën assumes no responsibility for any violation of any such restrictions by any person.

European Economic Area

This announcement is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, as amended, in particular by Directive 2010/73/EU to the extent such Directive has been transposed in the relevant member State of the European Economic Area (together, the "Prospectus Directive”).

The offer is opened to the public in France. With respect to the member States of the European Economic Area which have implemented the Prospectus Directive (each, a "relevant member State”), other than France, no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the new shares of PSA Peugeot Citroën may only be offered in relevant member States (i) to qualified investors, as defined by the Prospectus Directive; or (ii) to any legal entity which has two or more of the following criteria: (1) an average number of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43 million; and (3) an annual net turnover of more than €50 million, as shown in its last company or consolidated accounts; or (iii) in any other circumstances, not requiring PSA Peugeot Citroën to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, "Securities offered to the public” in a given Member State, means, any communication in any form and by any means, of sufficient information about the terms and conditions of the offer and the securities, so as to enable an investor to decide to buy or subscribe for the securities, as the same may be varied in that Member State.

This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

The distribution of this press release is not made, and has not been approved, by an "authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons mentioned in paragraphs (i), (ii), (iii) et (iv) collectively being referred to as "Relevant Persons”). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or acquire the securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial Services Authority or any other United Kingdom regulatory authority within the meaning of Section 85 of the Financial Services and Markets Act 2000.

United States

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered, subscribed or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The shares of PSA Peugeot Citroën and rights in respect thereof have not been and will not be registered under the U.S. Securities Act and PSA Peugeot Citroën does not intend to make a public offer of its securities in the United States.

Canada, Australia and Japan

The new shares and the preferential subscription rights may not be offered, sold or purchased in Australia or Japan and, subject to some exceptions, in Canada.

The distribution of this document in certain countries may constitute a breach of applicable law.