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27 May 2014 Annual Shareholders Meeting

27 May 2014 Annual Shareholders Meeting. Agenda 2013 results Michel Favre Short and medium term outlook Yann Delabrière Resolutions concerning governance

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27 May 2014

Annual ShareholdersMeeting

Shareholders Meeting – 27 May 2014 2

Agenda

2013 results Michel Favre

Short and medium term outlook Yann Delabrière

Resolutions concerning governance Jean-Pierre Clamadieu

Shareholders Meeting – 27 May 2014 3

2013 results Michel Favre

Short and medium term outlook Yann Delabrière

Resolutions concerning governance Jean-Pierre Clamadieu

Agenda

Shareholders Meeting – 27 May 2014 4

Global automotive production up 4% in 2013

Source : IHS Automotive

North AmericaProduction : +5%

EuropeProduction stable

South AmericaProduction : +6%

AsiaProduction : +5% o/w China : +14%

Shareholders Meeting – 27 May 2014 5

Sustained growth: sales up 5.0%

€m

Product sales Tooling and prototypesMonoliths

* Like for like: constant exchange rates & perimeter

13,693

2013

1,568

13,296

2012

1,414

17,365 18,029 +5.0%*

+12.4%*+12.4%*

+6.4%*+6.4%*

+3.9%*+3.9%*

+10.9 %

+4.3 %

+3.0 %

2,7682,654

Strong growth in second half with a sales increase of 6.1% due to a turnaround in Europe (+4.0% in second half) and ongoing growth in Asia (+26%* in second half)

Exchange rate variations had a negative impact on sales of 2.4% (or € 417m) for the year

The effect of change in scope was +1.3% (or € 220m) for the year

Sales of tooling and prototypes were up 12.4%* due to the strong increase in the order book

+3.8%

Shareholders Meeting – 27 May 2014 6

Strong growth in Asia The region represents 13% of Group sales

Product sales in €m

2012 2013

851868

2012 2013

3,7073,646

2012 2013

1,388

1,706

2012 2013

7,412 7,412

Asia

Europe North America

South America and rest of world

Like for like*

-0.4% +1.7%

Published

Like for like*

+22.9% +24.3%

Published Like for like*

+2.1% +19.5%

+1.3%StableStable

Like for like*

Published

Published

* At constant exchange rates & perimeter

Shareholders Meeting – 27 May 2014 7

Operating margin improvement in second half

Operating margin in €m

The operating margin improved from 2.8% to 3.2% of sales in the second half due to:

Increased margin in Europe (3.0% vs 2.4%) following improved activity and the reduction of fixed costs

Profitability improvement in North America (1.6% vs 1.2%),

An improvement of 80 basis points in Asia (9.1% vs 8.3%) due to a strong increase in the activity

The operating margin was stable for the year at 3.0% as the first half was impacted by the low level of activity in Europe

514

2012 2013

3.0%3.0%

538

% Total sales

Shareholders Meeting – 27 May 2014 8

Net income at 88 million euros

€m

Total sales Operating margin

as % of total sales

Restructuring and other income (net)Other income and financial expenses (net)

Pretax income of integrated companiesCorporate income taxesNet income of associates and other minority interests

Consolidated net income (Group share)

Net income per share (fully diluted) (in euros)

2012*

17,364.5

516.33.0%

(87.2)(197.1)

232.0(67.4)(21.1)

143.5

1.28

2013

18,028.6

538.33.0%

(106.8)(234.3)

197.2(64.7)(44.9)

87.6

0.82

* Restated for IAS 19R norm

Shareholders Meeting – 27 May 2014 9

Strong improvement in cash flow generation

€m

Operating marginDepreciation and amortization

EBITDA

Change in working capital requirementCapex and capitalized R&DRestructuringFinancial expensesTaxes and other

Net cash flow

2012

514495

1,009

(372)(827)(54)

(164)(151)

(559)

2013

538532

1,070

364(788)(123)(187)(192)

144

Shareholders Meeting – 27 May 2014 10

Net debt down by 288 million euros to reach 1.52 billion euros

Net debt in €m

The early conversion of the 2015 convertible bond in December 2013:

Reduces debt by € 214m (and improves equity by the same amount)

Leads to the creation of 11.76 million shares

Will reduce financial expenses by € 12m per year

31 December 2012

31 December 2013

(1,519)

(1,807)

Shareholders Meeting – 27 May 2014 11

Faurecia S.A. financial statements

€m

Total sales

Operating margin

Financial and other expenses (net)Exceptional income and expensesCorporate taxes*

Net income

2012

191.9

2.5

89.2(29.7)45.3

107.3

2013

203.5

1.9

20.158.918.2

99.1

* Tax credit

Shareholders Meeting – 27 May 2014 12

Proposal for appropriation of net income

Payment of a dividend of € 0.30 per share

Choice between payment in cash or in shares, from 30 May to 16 June, with trading ex-coupon on 30 May 2014

Share price for payment in shares: € 26.83 representing a discount of 10% compared to the share price on 23 May (€ 29.80)Share price for payment in shares is calculated as follow: 90% of the average of the previous 20 days opening prices minus dividend

Payment of dividend and delivery of shares on 24 June 2014

Shareholders Meeting – 27 May 2014 13

Proposal for appropriation of net income

Origin

Net income for the financial year 99,066,091.75 €Retained earnings from previous years 1,023,644,455.73 €

Total to be allocated 1,122,710,547.48 €

Appropriation

Statutory reserve 4,953,304.59 €Dividend 36,776,440.50 €Retained earnings 1,080,980,802.39 €

Total appropriation 1,122,710,547.48 €

Shareholders Meeting – 27 May 2014 14

Faurecia share price compared to SBF120 and the STOXXAuto Index

Faurecia SBF 120 STOXXAuto

0,00

5,00

10,00

15,00

20,00

25,00

30,00

35,00

31/12/2012

31/01/2013

28/02/2013

31/03/2013

30/04/2013

31/05/2013

30/06/2013

31/07/2013

31/08/2013

30/09/2013

31/10/2013

30/11/2013

31/12/2013

31/01/2014

28/02/2014

31/03/2014

30/04/2014

Shareholders Meeting – 27 May 2014 15

2013 results Michel Favre

Short and medium term outlook Yann Delabrière

Resolutions concerning governance Jean-Pierre Clamadieu

Agenda

Shareholders Meeting – 27 May 2014 16

Significant progress on all priorities decided early 2013

Reconcile growth and cash generation Capex and capitalized R&D stabilized at € 800m Positive free cash flow

Growth of 24% in 2013 Operating margin above 8% 4 new production sites and an R&D center opened in 2013

Deployment of fixed cost reduction plan Improvement of operating margin to reach 3.0% in second half

Increased managerial resources at all levels Significant progress for Emissions Control Technologies

Continue profitable growth in Asia

Adjust costs to level of production in Europe

Improve our profitability in North America

Shareholders Meeting – 27 May 2014 17

2014 – 2016Favorable market environment

Global market will grow around 3%

The fast growing markets in Asia will grow by 9%

Accelerating trend to global platforms

Global platforms now dominate automaker strategies Market globalization accelerating with product convergence and shorter time

gap between regional launches

Faurecia key actor in accelerating technology changes

Environmental performance

Fuel economy and reduction of CO2 emissions

Life on board

2016 Objectives

Salesabove 21 billion euros

Salesabove 21 billion euros

Operating margin 4.5 – 5.0 % of salesOperating margin

4.5 – 5.0 % of sales

Net cash flowAround 300 million euros

Net cash flowAround 300 million euros

Shareholders Meeting – 27 May 2014 18

Asia, and in particular China, will remain very dynamic

Asia (excluding Japan and South Korea) represents 75% of global market growth

China represents 60% of worldwide growth

Faurecia will continue to outperform the market in Asia and in particular in China

Growth with international automakers and global platforms

Growth with Asian customers, in particular through partnership with Nissan et Hyundai

Partnerships with Chinese customers

Asia will represent 20% of Group sales by 2016 (13% en 2013)

Sales in China will exceed 3 billion euros in 2016 et 4 billion euros in 2018

Shareholders Meeting – 27 May 2014 19

Faurecia key actor in accelerating technology changes

Environmental performance

Fuel economy and reduction of CO2 emissions

Life on board

Emissions Control Technologies NOx and particulate reduction for light and commercial vehicles Renewable materials

All of the businesses of Faurecia contribute to a weight reduction of 100 kg per vehicle representing a reduction of 10g of CO2/km

Energy recovery

Decoration and personalized interiors Human Machine Interface (HMI) Comfort and well-being

Shareholders Meeting – 27 May 2014 20

First quarter sales 2014+7.0% like for like*

Sales in €m

Q1 2013

3,417

265

687

4,370

Q1 2014

3,487

280

751

4,518

+3.4%

Product sales Tooling and prototypesMonoliths

+2.0%

+9.3% +5.7%

Total sales +3.4% +7.0%

Published Like for like*

Negative currency impact :

€ 137m or 3.1% of total sales

€ 105m or 3.1% of product sales

* Like for like: constant exchange rates and perimeter

Shareholders Meeting – 27 May 2014 21

2014 Guidance

Total sales(At constant exchange rates and perimeter)

Operating margin

Net cash flow

+ 2% / + 4%

Margin improvement between 20 and 50 basis points

Positive

Shareholders Meeting – 27 May 2014 22

2013 results Michel Favre

Short and medium term outlook Yann Delabrière

Resolutions concerning governance Jean-Pierre Clamadieu

Agenda

Shareholders Meeting – 27 May 2014 23

Appointment of two new Board Directors for a period of 5 years

Mrs Bernadette Spinoy Mr Carlos Tavares

Shareholders Meeting – 27 May 2014 24

Compensation of Chairman & CEO

Opinion on compensation due or granted to Mr Yann Delabrière in 2013

(Amount in euros) Full year 2012 Full year 2013

Fixed compensation 700,000.00 700,000.00

Variable annual compensation 140,000.00 700,000.00

Valuation of benefits (car) 7,371.60 7,371,60

Valuation of performance shares attributed in the period 435,080.00 1,386,456,00

Total 1,282,451.60 2,793,827.60

Shareholders Meeting – 27 May 2014 25

Amendments to Articles of Association

Modification of Articles of Association 16, 18 and 20 in order to increase the maximum age limit for the functions of Chairman of the Board, CEO and deputy CEO to 70 years of age

27 mai 2014