Shareholders Meeting Agenda 1 2017 Results Michel Favre 2 - - PowerPoint PPT Presentation

Annual General Shareholders’ Meeting

May 29, 2018

Agenda

2017 Results Michel Favre

1

Faurecia transformation Patrick Koller

2

Governance and compensation

3

Jean-Pierre Clamadieu Linda Hasenfratz

Annual General Shareholders’ Meeting - May 29, 2018 2

3 Annual General Shareholders’ Meeting - May 29, 2018

Governance Members leaving the Board

Mr Jean-Pierre Clamadieu Ms Amparo Moraleda

4 Annual General Shareholders’ Meeting - May 29, 2018

Governance Members joining the Board

Mr Daniel Bernardino Ms Valérie Landon Mr Emmanuel Pioche

2017 full year results & first quarter 2018 sales

Michel Favre Chief Financial Officer

Strong performance in 2017 and all financial targets achieved or exceeded

6



Strong organic* sales growth of +10.6% to €17.0bn, 830bps above worldwide automotive production growth



Significant improvement in profitability to 6.9%

• f sales (+70bps yoy), with an operating margin

at 7.0% in H2



Net cash flow of €435m



EPS of €4.42

* At constant currencies & scope, incl. JVs consolidation

SALES OPERATING INCOME

2016 2017 2016 2017

€15,613.6m €16,962.2m €970.2m €1,170.3m

6.2%

• f VA sales

6.9%

• f VA sales

+10.6%*

LV production +2.3%

+20.6%

Annual General Shareholders Meeting - May 29, 2018



All Business Groups in all regions posted strong organic* sales growth and strongly outperformed worldwide automotive production growth



All Business Groups posted organic growth above 8%, − Interiors had growth of +14.8%



All regions outperformed regional market by more than 500bps − North America outperformed by 960bps (+5.6% vs. -4.0%) and Asia by 1,540bps (+18.1% vs. +2.7%)



All Business Groups posted double-digit growth in operating income



All regions posted strong growth in operating income, with Europe up 20%. South America back to profitability



Over 200 programs launched and increased investment in innovation

7

Strong financial performance achieved whilst managing growth and innovation investment

* At constant currencies & scope, incl. JVs consolidation Annual General Shareholders Meeting - May 29, 2018

Net income from continued operations up 34%, to €714m

In €m 2016 2017 Change Value-added sales 15,613.6 16,962.2 +8.6% Operating income as % of VA sales 970.2 6.2% 1,170.3 6.9% +20.6% +70bps Restructuring & other non-recurring operating inc. and exp. (105.8) (97.3) Net interest expense & other financial income and expenses (162.4) (131.3) Income before tax of fully consolidated companies 702.0 941.7 +34.1% Corporate income taxes as % of pre-tax income (189.2) (26.9%) (261.8) (27.8%) Net income before tax of fully consolidated companies 512.8 679.9 +32.6% Share of net income of associates 19.7 34.6 Net income from continued operations 532.5 714.5 +34.2% Net income from discontinued operations 188.3 (7.4) Consolidated net income, before minority interest 720.8 707.1

• 1.9%

Minority interest (83.0) (96.9) Consolidated net income, Group share 637.8 610.2

• 4.3%

Annual General Shareholders Meeting - May 29, 2018 8

On track to continuously enhance cash flow generation

9

In €m 2016 2017 Change Operating income 970.2 1,170.3 +20.6% Depreciation and amortization 669.1 719.0 EBITDA 1,639.3 1,889.3 +15.3% Change in WCR 162.5 213.0 Capex and Capitalized R&D (1,044.9) (1,207.5) +15.6% Restructuring (63.5) (88.3) Finance expenses (132.0) (124.5) Taxes (257.7) (286.5) Other (operational) 154.8 39.8 Net cash flow 458.5 435.3

• 5.1%

Recurring net cash flow 332.5 435.3 +30.9% % of VA sales 2.1% 2.6% % of EBITDA 20% 23%

Annual General Shareholders Meeting - May 29, 2018

10

Above 7%

• f sales

Above €500m €5

2018 Sales growth 2018 Operating margin 2018 Net cash flow 2018 Earnings per share

2018 GUIDANCE

At least +7*%

+500 bps above market

2018 guidance shows increased growth

CAGR 2016 – 2018 >+8%

Annual General Shareholders Meeting - May 29, 2018 * At constant currencies

11 Annual General Shareholders’ Meeting - May 29, 2018



Strong sales growth* of +9.3%, outperforming worldwide automotive production growth** by 960bps



Excluding a significant negative currency impact of -6.7%



Including €57m (or +1.4%) from bolt-ons



All three Business Groups posted solid growth*



Seating: +7.5%



Interiors: +14.0%



Clean Mobility: +6.8%



Sales growth* outperformed automotive production in all regions



Europe: +9.1% (+920bps vs market)



North America: +4.2% (+690bps vs market)



Asia: +15.2% (+1,570bps vs market)



South America: +23.3% (+1,150bps vs market)



Strengthened confidence in FY 2018 guidance

Q1 2018 Strong sales growth at constant currencies

€4,203m €4,315m

Q1 2017 Q1 2018

• 6.7%

+9.3%

Currency effect Sales growth* €(281)m €392m * At constant currencies ** Source: IHS forecast April 2018

• Vs. automotive

production growth** of -0.3%

Share price up by 77% in 2017 +13% since January 1, 2018 (at closing May 25, 2018)

Market capitalization in €bn

 Faurecia outperforms CAC 40

5 times

 Significant rerating in 2017  Rerating supported by solid track

record and perception as a technology company

 Integration in the CAC Next 20

Faurecia share price CAC 40 Euro STOXX / Automobiles & Parts

SHARE PRICE AND MARKET CAPITALIZATION

12 Annual General Shareholders Meeting - May 29, 2018

+10% +20% +99% €73.74

5.1 5.1 9.0 10.2

13 Annual General Shareholders’ Meeting - May 29, 2018

Faurecia S.A. financial statements

2016 2017 € millions Total sales Operating margin Financial and other expenses (net) Exceptional income and expenses Corporate taxes Net income

302.2 26.4 39.9 8.1 25.6 99.9 290.9 13.4 64.4 (1.8) 18.3 94.4

Proposed dividend of €1.10 per share, up 22% year-on-year

14



Faurecia will propose to shareholders a dividend

• f €1.10 per share



It will be payable in cash on 5 June 2018



This dividend represents a pay-out ratio of 25%

• f net income Group share, reflecting:



The Group’s confidence in its capability to generate profitable growth and enhanced cash flow



Its commitment to create shareholder value

* Subject to approval at todays' Annual Shareholders’ Meeting

DIVIDEND PER SHARE

Annual General Shareholders Meeting - May 29, 2018

2015 2016 2017

€0.65 €0.90 €1.10*

Proposal for appropriation of net income

ORIGIN Net income for the financial year 94,364,262.41 € Retained earnings from previous years 1,227,485,803.32 € Total to be allocated 1,321,850,065.73 € APPROPRIATION Statutory reserve Fully allocated Dividend 151,839,381.10 € Retained earnings 1,170,010,684.63 € Total appropriation 1,321,850,065.73 €

Annual General Shareholders Meeting - May 29, 2018 15

Faurecia Transformation

Patrick Koller CEO

Faurecia Transformation

17

2020 Financial Targets Growth in New Value spaces and 2025 Ambition Transformation into European Company

1 2 3

Annual General Shareholders’ Meeting - May 29, 2018

Net Cash Flow 4% of sales Operating Margin 8% of sales Sales > €20bn

Our 2020 targets confirm our strong potential

2020 FINANCIAL TARGETS

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Our sales growth target is above 20 billion euros in 2020

> €20bn

2017 2018e 2019e 2020e Awarded >50%

€17bn

Targeted <5% Current 45%

RECORD 2015-2017 ORDER INTAKE

2013-2015 2014-2016 2015-2017 2017 2020e

€47bn €53bn €62bn

SALES IN CHINA

40% 16% €2.2bn

• c. €4.5bn

C-OEMs Non C-OEMs

x2



Record 2015-2017 order intake and current

• rder book secure growth at > 7% CAGR



Commercial vehicles CAGR > 15% driven by NOx and particulate matter regulations particularly in China and India



15 new customers in 2017



Sales in China to double



70% CAGR with Chinese OEMs



Order intake represented €6.7bn in 2017

> 95% of 2020 SALES SECURED

CAGR +15% CAGR >7%

Addressable market 2015 2017 2020 China global 32% 43% > 60% Chinese OEMs 25% 46% 66% 2020 Sales > €20bn

2017 2020e 2017 2020e 2017 2020e

Our profitable growth is driven by geographic, product and customer mix

SALES BY REGION

Favorable regional mix

50% 26% 17% 6% Europe North America Asia RoW

2017

€17bn

48% 23% 25% Europe North America

Asia

RoW

2020e

>€20bn



Growing share of sales in Asia



Increasing technology content per vehicle on SUV & Premium (growth accelerates from 2020)



Growth in New Value Spaces (represent €3.5bn in lifetime sales) SALES BY CUSTOMER TYPE

Favorable customer mix

New Value Spaces Premium & SUVs (incl. EVs) Chinese OEMs €6.7bn €8.0bn €0.4bn €1.8bn €0.5bn €2.0bn 4%

2020 OM 8% of sales

20 Annual General Shareholders’ Meeting - May 29, 2018

FAVORABLE IMPACT ON OPERATING MARGIN

Our Group initiatives will drive 8% operating margin by 2020

 “Global R&D Power" and "Blockchain for Program Management”

 30% reduction in hourly rate for engineering in Europe and USA

through increasing resources in India

 -20% hours/application through digital productivity  Reduce development time using blockchain technology

 “Global Business Services”

 Centralization of five support functions from 34 locations

to 5 main regional operations centers

Savings €100m*

 “Operational Excellence”

 Monthly plant ranking according to their performance  Quarterly mid-term risk assessment by plant  Acceleration in digital transformation

2020 OM 8% of sales

* Cumulated net savings 2018 - 2020

Savings €280m* Savings €120m*

Annual General Shareholders’ Meeting - May 29, 2018 21

We target to increase cash generation to 4% of sales

€435m

2.6%

€800m

4.0%

+140 bps

+40 bps +40 bps

• 45 bps
• 10 bps

NCF 2020

WCR from sales growth Capex prioritization Conversion cycle acceleration EBITDA increase

NCF 2017

• 35 bps

Regional mix (China) Annual General Shareholders’ Meeting - May 29, 2018

2020 Net Cash Flow 4% of sales

"CONVERT2CASH" INITIATIVE



Reduce overdues



Focus on cash generation

• f order intake



Rigorous management

• f vertical integration



Optimize inventory management



Massify supplier base

23

28%

2018-2010 Confirming our profitable growth potential



2017 – 2018 Clear strategy deployment focused on Sustainable Mobility and Smart Life on Board



2018 – 2020 Accelerating profitable growth and cash generation whilst investing in our future



+€1 billion of sales per year on average



Net cash flow up 80% vs 2017



2020 OM of c. 8.5% excluding NVS



De-risked profile and increased resilience throughout the cycle

ROCE to reach 30% in 2020

including temporary impact of c. 300bps from investment in NVS 2017-2020

2020 OM target 8% of sales 2020 Net Cash Flow 4% of sales 2020 Sales target > €20bn

30% 33%

Investment in NVS

2017 2020e

Annual General Shareholders’ Meeting - May 29, 2018 24

Faurecia Transformation

2020 Financial Targets Growth in New Value Spaces and 2025 Ambition Transformation into European Company

1 2 3

Annual General Shareholders’ Meeting - May 29, 2018 25

Four megatrends (CARE) are disrupting the automotive industry

CONNECTED AUTONOMOUS RIDE-SHARING ELECTRIFIED

Seamless continuity between home and vehicle Creating new user experiences Specific interiors individualized and adaptable New interior architectures

Annual General Shareholders’ Meeting - May 29, 2018 26

AN UNPRECEDENTED DISRUPTION

Powertrain mix and automation driving the technology revolution

18% 12% 9% 77% 50% 43% 30% 35% Diesel Gasoline Hybrid Battery EV 2030 11% 2017 4% 2025 8% 1% 2% Fuel cell EV

92m vehicles 107m vehicles 113m vehicles

27

AUTOMATION LEVELS

5

Full automation

4

High automation

3

Conditional automation

2

Partial automation

1

Driver Assistance

Autonomous driving in all circumstances Full autonomous drive limited to specific environments Driver has to take control back from car at any time Limited autonomous drive in very specific conditions Driver is assisted but controls vehicle at all times

POWERTRAIN MIX

Annual General Shareholders’ Meeting - May 29, 2018

Nearly 50% of the market will be electrified by 2030 15% autonomous driving vehicles (level 4+) by 2030

Our strategy is aligned with the megatrends Sustainable Mobility

Solutions for fuel efficiency and air quality

Smart Life on Board

Solutions for a connected, versatile and predictive cockpit

Addressable market €51 bn in 2030 Addressable market €81 bn in 2030

28 Annual General Shareholders’ Meeting - May 29, 2018

A technology organisation to accelerate innovation and transformation FAURECIA TECH

DIGITAL SERVICES FACTORY

PARTNERSHIPS ACADEMICS TECHNOLOGY PLATFORMS START-UPS INCUBATOR DIVISIONS Smart Life on Board SCALE UP DIVISIONS Sustainable Mobility

29 Annual General Shareholders’ Meeting - May 29, 2018

PARTNERSHIPS START-UPS

A technology ecosystem and new competences to accelerate innovation and transformation

ACQUISITIONS

30 Annual General Shareholders’ Meeting - May 29, 2018

Relative importance of powertrain driven by regulation, use cases and cost

 Stringent regulations and new

technology breakthroughs

 All markets getting emissionized

including China and India Commercial Vehicles, High Horsepower engines & Industry

 Nearly 50% of the market

will be electrified by 2030

 Smart Cities will drive new mobility

requirements

High horsepower GDI Diesel Hybrid Natural Gas INTERNAL COMBUSTION ENGINE BEV FCEV ZERO EMISSIONS Light vehicles

Annual General Shareholders’ Meeting - May 29, 2018

Europe > 2l

Trucks Utility Commercial vehicles

31

3.9 4.2 1.7

Low Pressure Exhaust Gas Recirculation (LP-EGR) Electric heated catalyst (EHC)

Light vehicles Capturing market share through best-in-class technology

2017 2025 €150 €190 15.1 20.1 26% 29%

Market size (€bn) Market share Content per vehicle Core business Innovative products €5.9bn

BUSINESS OBJECTIVES TO 2025 KEY INNOVATIVE PRODUCTS

€3.9bn

CAGR +5%

• 3% CO2

Target SOP 2021

• 5% CO2

Target SOP 2023 Exhaust Heat Recovery System (EHRS) generation 3

• 2% CO2

Target SOP 2020 Up to 30% weight and volume reduction Compact & lightweight system Started

Annual General Shareholders’ Meeting - May 29, 2018 33

Commercial Vehicles & High Horsepower Growing market share through partnerships and acquisitions

REGULATIONS

 China, India emissionized

from 2020 (50% global market)

 Ultra-Low NOx expected

2025 US/Europe PARTNERSHIP STRATEGY

 Global strategic

relationship with Cummins

 Joint ventures in China

COMMERCIAL VEHICLES

2025

> €600 ASDSTM: 90% de-NOx at low temperature Faurecia content per vehicle Faurecia technology advantage Target market share 25%

HIGH HORSEPOWER

Faurecia sales Faurecia technology advantage

ACQUISITION OF HUG ENGINEERING

 Market leader

(12% market share)

 Drive globalization

and market consolidation

 Vertical integration

2025

€400m Energy recovery, next generation de-NOx Connected Services Target market share 17%

Annual General Shareholders’ Meeting - May 29, 2018 34

Zero emissions: Our ambition is to become a major player in vehicle electrification and the fuel cell alternative

BATTERY ELECTRIC VEHICLE

Faurecia content per vehicle Faurecia technology advantage

FULL BATTERY MODULE 2025

> €600 Best in class packaging Lower center of gravity Assembly cost savings

FUEL CELL ELECTRIC VEHICLE

H2 TANKS & VALVE 2020

€2,750

100KW system (2 tanks) 35KW range Extender (1 tank)

€1,550 Faurecia content per vehicle 25% lighter Best-in-class valve with one stage decompression Faurecia technology advantage

FUEL CELL STACK SYSTEM 2023

€3,300 €1,700 Best-in-class power density

Annual General Shareholders’ Meeting - May 29, 2018 36

20% 9%

Growth potential in Sustainable Mobility confirmed Driven by innovation and zero emissions

SALES (€bn)

Zero Emissions High Horsepower Commercial Vehicles Light Vehicles Baseline Light Vehicles Innovative products 14%

€11.7bn

2030e

€4.5bn

3.9 0.5

2017

€8.4bn

4.2 1.1 0.4 1.7 1.0

2025e

3.6 0.8 2.5 1.5 3.3

15% 42%

 Innovation

€350m - €400m

 Capex

€600m - €650m

 Patents filed

1,100 to 1,300

 Key figures 2018-2025

(cumulated New Value Spaces)

 Strategic freedom vs powertrain

mix

CAGR +8%

Annual General Shareholders’ Meeting - May 29, 2018 37

The interior becomes the new differentiator

CONNECTED PREDICTIVE VERSATILE

Annual General Shareholders’ Meeting - May 29, 2018 38

User experience drives development of New Value Spaces

"You have an individual safety cocoon in all positions" "You feel better at the end

• f your journey.

You collect pertinent data for your predictive health care" "You always feel the perfect temperature and air quality" "You have a personal sound bubble with no interference"

ADVANCED SAFETY ENHANCED HEALTH AND WELLNESS PERSONALIZED CLIMATE COMFORT AND AIR QUALITY IMMERSIVE SOUND EXPERIENCE

39 Annual General Shareholders’ Meeting - May 29, 2018

Strategy to significantly increase our addressable market through the creation of a "triple win" offer

NEW SMART SYSTEMS SYSTEMS INTEGRATION CORE BUSINESS MODULES

Personalized and improved user experience (Cockpit Intelligence Platform) Creating improved performance

• f functions through new technologies

and latest generation software (Postural & thermal comfort and individual sound bubble) Integrating of new functions into core product to enhance performance (Rotating seats)

Value creation for consumers, automakers and Faurecia 2017 2025 Evolution of content per vehicle

€150 €1,600 €100 €1,450 €800 €2,400 €700 €2,300

Total €1,200 €1,725 up to €5,450

Annual General Shareholders’ Meeting - May 29, 2018 40

A significant Smart Life on Board growth ambition 33% per year from 2020

SMART LIFE ON BOARD NEW VALUE SPACES SALES

2017 2020e

Seating Interiors

2025e

Cockpit

• f the Future

€1.0bn €4.2bn

 Innovation

€650m - €700m

 Capex

€350m - €400m

 Patents filed

3,500 to 4,000

 Key figures 2018-2025 cumulated:  Growth largely independent

• f autonomous driving deployment

CAGR +33%

Annual General Shareholders’ Meeting - May 29, 2018 41

2017 2020e

Our ambition is to reach 30 billion euros of sales in 2025

2025e 2020e 2017

16.5 CAGR +28% 23.2 CAGR > +8%

SALES (€bn)

New Value Spaces Core

6.8 > 18.0 2.0 0.5

€17bn €30bn* > €20bn

2020 Net Cash Flow 4% of sales OM 8% of sales CAGR > +7%

* Including €1.5bn of bolt-ons

Annual General Shareholders’ Meeting - May 29, 2018 43

• ur

convictions

• ur

values

 The world is in a state of permanent disruption  Diversity is a strength  Environmental issues pose a serious challenge

for humanity

 Power must have a counterbalance  Short term thinking jeopardizes future generations  Companies must have a positive impact on society

 Autonomy  Respect  Entrepreneurship  Exemplarity  Accountability  Energy

44

Faurecia Transformation

45

2020 Financial Targets Growth in New Value spaces and 2025 Ambition Transformation into European Company

1 2 3

Annual General Shareholders’ Meeting - May 29, 2018

Transformation into European Company (SE) Resolutions 16 and 17

 Better reflect the European dimension of the Group

 Europe represents close to 50% of Faurecia sales  Faurecia employs 45,000 people in 16 European countries, with 10.000 in France

 Strengthen the Group's international image and attractiveness  No significant change to bylaws or governance  Capital stock and stock exchange listing unchanged  Head office remains in Nanterre where the company will move into a modern

and performant building by the end of 2018

46

Governance and compensation

Jean-Pierre Clamadieu Linda Hasenfratz

48 Annual General Shareholders’ Meeting - May 29, 2018

 Appointment of Michel de Rosen as Chairman of the Board of Directors with effect

after the May 30, 2017 AGM by decision of the April 11, 2017 Board of Directors

 Cooptation, subject to ratification under resolution 5, of Valérie Landon in replacement

• f Amparo Moraleda from October 12, 2017

 Start of term of Daniel Bernardino and Emmanuel Pioche, Board members representing the employees,

from November 1st, 2017

 Resignation of Jean-Pierre Clamadieu after the present AGM

At the outcome of the present AGM, Board of Directors composed of 15 members out of which: 2 Board members representing the employees 6 women 8 independent Board members

Governance evolutions and Board composition

49 Annual General Shareholders’ Meeting - May 29, 2018

Conversion of Faurecia into a European Company (Resolutions 16 and 17)

 Approval of the conversion (Resolution 16)

 Definitive conversion when the negotiation concerning the implementation

and functioning of the European Company committee is over

 Adoption of Faurecia bylaws under its new form (Resolution 17)

 Applicable from the definitive conversion of Faurecia into a European Company

50 Annual General Shareholders’ Meeting - May 29, 2018

 Amendment of Article 5 of the bylaws to extend in advance the term of Faurecia

 Extension for an additional duration of 99 years from the present AGM

i.e. until May 28, 2117

Extension of the duration of Faurecia (Resolution 15)

51 Annual General Shareholders’ Meeting - May 29, 2018

 Global annual attendance fees increased to €700,000 from year 2018

 Current global annual fees (€600,000) unchanged since 2015  Increase of the number of Board members eligible to receive attendance fees  Revision of the payment scale

Attendance fees (Resolution 6)

52 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay of the Chairman of the Board of Directors Say on Pay Chairman of the Board of Directors Yann Delabrière (until May 30, 2017) Michel de Rosen (from May 30, 2017)

53 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay ex ante of the Chairman of the Board of Directors (Resolution 7)

 Vote on the principles and criteria used to determine the compensation

• f the Chairman of the Board of Directors

 The compensation of the Chairman of the Board of Directors consists only

in annual fixed compensation. A company car is also provided

 No other compensation (variable, attendance fees, exceptional compensation)

is anticipated

 Use of a benchmark to determine the fixed compensation (French listed companies

with dissociated governance structure)

 Taking into account of the profile and of the duties of the Chairman

54 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay ex post - Yann Delabrière, Chairman of the Board of Directors (Resolution 9)

 Vote on the components of the compensation of Yann Delabrière in 2017

as Chairman of the Board of Directors (until May 30, 2017)

Nature of the compensation Amount owed Amount paid in 2017/Valuation Fixed compensation € 300,000 on an annual basis €125,000 Valuation of in kind benefits (company car)

• €3,071

Total

• €128,071

55 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay ex post - Michel de Rosen, Chairman of the Board of Directors (Resolution 10)

 Vote on the components of the compensation of Michel de Rosen in 2017

as Chairman of the Board of Directors (from May 30, 2017)

Nature of the compensation Amount owed Amount paid in 2017/Valuation Fixed compensation €300,000 on an annual basis €175,000 Valuation of in kind benefits (company car)

• €2,076

Total

• €177,076

56 Annual General Shareholders’ Meeting - May 29, 2018

Performance shares (Resolution 14)

 Authorization to issue performance shares

 Within the limit of 2 million shares for the whole duration of the authorization (26 months)  Shares to be granted to executive and non-executive corporate officers being limited

to 10%

 Minimal vesting period of 3 years, the Board of Directors being free to fix a holding period  Presence condition and performance conditions

57 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay of the CEO Say on Pay CEO Patrick KOLLER

58 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay ex ante of the CEO (Resolution 8)

 Vote on the principles and criteria used to determine the compensation of the CEO

 The compensation of the CEO consists of the following components:

Compensation Determination method Fixed compensation Determined by using a benchmark (twenty similar industrial companies listed in Paris, with comparable revenues, capitalization and headcount) Short-term variable compensation(annual) It may vary from 0 to 180% of the fixed compensation depending on the achievement of : – Quantitative objectives giving right to a variable compensation ranging from 0 to150% of the annual fixed compensation; – Qualitative objectives which, depending on the level of achievement, allow a multiplier effect of the quantitative objectives ranging from 0.70 to 1.20

59 Annual General Shareholders’ Meeting - May 29, 2018

 Vote on the principles and criteria used to determine the compensation of the CEO

 The compensation of the CEO consists of the following components:

Say on Pay ex ante of the CEO (Resolution 8)

Compensation Determination method Long-term variable compensation (performance shares) Has a weighting within the overall compensation which is equal to the short term variable compensation at maximum Subject to a presence condition and to performance conditions:

• Internal condition: after-tax net income of the Group, before taking into account potential

exceptional events ;

• External condition: growth in net earnings per Faurecia share as compared with weighted

growth of a reference group of twelve worldwide comparable automotive suppliers Other

• No exceptional compensation is anticipated
• Company car
• Medical / Life / Disability insurance

60 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay ex ante of the CEO (Resolution 8)

Pension and severance payment Determination method Defined contribution pension scheme Similar for Group management staff Additional defined benefit pension scheme made

• f two parts
• A scheme open to Group management staff and subject to specific performance conditions

for the CEO

• An additional scheme set up for Executive Committee members and subject to identical

performance conditions for all beneficiaries Severance payment Justified by the fact that the Board of Directors decided that the CEO can not be an employee and as a consequence can not enjoy the protective regime attached to such status Subject to performance conditions Is not due in case of gross misconduct, resignation or retirement

 Vote on the principles and criteria used to determine the compensation of the CEO

 The compensation of the CEO consists of the following components:

61 Annual General Shareholders’ Meeting - May 29, 2018

Say on Pay ex post – Patrick Koller, CEO (Resolution 11)

 Vote on the components of the compensation of Patrick Koller in 2017 as CEO

Nature of the compensation Determination modalities/ Percentage of achievement Amount paid in 2017/Valuation Fixed compensation € 750,000 on an annual basis €750,000 Variable compensation Base: 100% of the fixed compensation paid Quantitative objectives achieved up to150 % Qualitative objectives : multiplier effect of 1.15 €1,293,750 Valuation of performance shares allocated during the year 39,400 shares allocated (maximum). Will be definitively vested in July 2021 subject to a presence condition and to the achievement of internal and external performance conditions as at December 31, 2019 €1,369,437 Valuation of in kind benefits (company car)

• € 3,068

Total €3,426,255

Statutory Auditors Reports

Eric Bertier, PWC Audit Jean-Roch Varon, E&Y Audit