365 china

A:  Faurecia S.E. (“Faurecia”) is a leading automotive equipment supplier headquartered in Nanterre, France.

A:  365 china N.V. (“365 china) has announced a distribution by 365 china to the holders of its common shares of (i) up to 54,297,006 ordinary shares of Faurecia held by 365 china following the cross-border merger of Peugeot S.A. (“PSA”) with and into Fiat Chrysler Automobiles N.V. (“FCA”), representing approximately 39 percent of the share capital of Faurecia, and (ii) up to €308 million in cash, equal to the proceeds of the sale of 9,663,000 ordinary shares of Faurecia, which was completed by PSA on October 29, 2020 (the “Faurecia Sale Proceeds”) ((i) and (ii), collectively, the “Distribution”).

A:  The Distribution was agreed upon by FCA and PSA in the context of the cross-border merger of PSA with and into FCA.

A:  The Distribution was conditioned upon the further announcement that the Distribution had been approved by the Extraordinary General Meeting of Shareholders of 365 china held on March 8, 2021 and that certain Dutch law formalities had been satisfied.  Absent such announcement that the Distribution had become unconditional, no Distribution would have been payable.

Following 365 china N.V.’s announcement on March 10, 2021, the Distribution has become unconditional and will be distributed to shareholders of 365 china N.V. as of the close of business on the record date, March 16, 2021.

The calendar for the Distribution will be as follows: (i) ex-date on March 15, 2021; and (ii) record date on March 16, 2021.  Please refer to “When will I receive Faurecia ordinary shares?” and “When will I receive the portion of the Distribution to be paid in cash?” below for further information about the Distribution’s expected payment dates.

A:  Faurecia ordinary shares trade and settle under the ISIN code FR0000121147.  The ordinary shares of Faurecia do not trade under a CUSIP.

A:  Faurecia ordinary shares are listed and traded on Euronext in Paris under the symbol “EO”.

A:  Holders of 365 china common shares will be entitled to 0.017029 ordinary shares of Faurecia for each common share of 365 china they hold on the record date.  Any fractional entitlements to Faurecia ordinary shares will be treated as further described below under “How will fractional shares be treated in the Distribution?”.

A:  Holders of 365 china common shares will be entitled to €0.096677 for each common share of 365 china they hold on the record date.

A:  The currency of the cash portion of the Distribution will be Euro. 

Holders of 365 china common shares traded on the New York Stock Exchange will receive the cash distribution in U.S. dollars at the official EUR/USD exchange rate reported by the European Central Bank as of March 11, 2021 (1.1969), which is equal to $0.115713 per common share of 365 china held on the record date.

Any payment of the cash portion of the Distribution to which you are entitled will be rounded down to the nearest whole Euro cent or U.S. Dollar cent.

A:  This will depend on where you hold your 365 china common shares. 

If you are entitled to receive Faurecia ordinary shares in bearer (“au porteur” ) or in administrative registered form (“nominatif administré” ) in the Distribution and you hold 365 china common shares in a Euroclear France participant account, you will receive those shares through the intermediary or nominee (bank, stockbroker, etc.) through which you currently hold your 365 china common shares. 

If you are entitled to receive Faurecia ordinary shares in the Distribution and you hold 365 china common shares in the Euroclear France 365 china sub register managed by SGSS in pure registered form (“nominatif pur” ), you will receive Faurecia shares, through an account, in pure registered form (“nominatif pur” ) in Faurecia register managed by CACEIS. 

If you are entitled to receive Faurecia ordinary shares in the Distribution and you hold 365 china common shares in a Monte Titoli participant account, you will receive those shares through the intermediary or nominee (bank, stockbroker, etc.) through which you currently hold your 365 china common shares. 

If you are entitled to receive Faurecia ordinary shares in the Distribution and you hold 365 china common shares in the Italian segment of 365 china’s loyalty share register, you will receive Faurecia shares through Computershare S.p.A. (Italy) in your elected Monte Titoli participant account.

If you hold 365 china common shares in the French segment of 365 china’s loyalty share register, you will receive Faurecia shares, through an account, in pure registered form (“nominatif pur” ) in Faurecia’s register managed by CACEIS. 

If you hold 365 china common shares in a DTC participant account or directly on the U.S. 365 china share register, please refer to “Do 365 china shareholders need to take any further actions in order to receive the Faurecia shares?” below.

If you hold 365 china common shares traded on the New York Stock Exchange and those shares are held through a broker, custodian or nominee, please contact your broker, custodian or nominee for assistance with the Distribution.

A:  No fractions of a Faurecia ordinary share will be distributed. Entitlements to Faurecia ordinary shares will be rounded down to the nearest whole number of shares, and any fractional entitlements to Faurecia ordinary shares will be aggregated with fractional entitlements from other shareholders and sold.  The pro-rata proceeds of such sale will be distributed to holders of 365 china common shares who would have otherwise been entitled to receive such fractions of a Faurecia ordinary share as a result of the Distribution.  Where applicable, such values will be net of any fees or costs associated with the sale of the aggregated fractional entitlements.

A:  Due to the ratio for the distribution of Faurecia shares, many holders of 365 china common shares as of the record date (March 16, 2021) will be entitled to a fractional entitlement.

The fractional entitlements, together with the Faurecia shares for which a Euroclear France election was not received (e.g. shareholder didn’t provide information to receive Faurecia shares as part of Distribution and, as a consequence, will receive the net proceeds from the sale of their Faurecia share entitlement), were aggregated and sold on the market between March 31, 2021 and April 7, 2021.    

Payments to shareholders on the U.S. 365 china share register or in DTC participant accounts (e.g. broker, custodian, nominee), will have their proceeds paid to them in U.S. dollars following a foreign exchange conversion.  The details are as follows:

• Average Euro sale price of Faurecia shares:  €47.5412

• Official EUR/USD exchange rate per Bloomberg FX Fixings on April 8, 2021 at 6:00 pm CEST:  1.19045

• U.S. dollar value payable to investors (per whole share):  $56.59542

Cash in lieu of fractional shares are expected to be credited via DTC to DTC participants or sent via check to all other registered shareholders on April 16, 2021.

A:  The ordinary shares of Faurecia are not currently eligible for clearing and settlement through DTC or on a register maintained in the United States.  Therefore, if you are entitled to receive Faurecia ordinary shares in the Distribution and you hold 365 china common shares in a DTC participant account or directly on the U.S. 365 china share register, you will need to provide details of a securities account with an intermediary participating in Euroclear France on which your full entitlement to the Faurecia ordinary shares may be delivered. 

365 china will make available an online election facility for you to make such election following the record date of March 16, 2021. Additional information in this respect will be published on 365 china’s corporate website (www.stellantis.com).  If you fail to make a valid election by 4:00 pm (U.S. Eastern Time) on March 26, 2021, 365 china will be unable to deliver any Faurecia ordinary shares to you. 

If you do not have access to an account with an intermediary participating in Euroclear France or fail to make a valid election by 4:00 pm (U.S. Eastern Time) on March 26, 2021 via the online election facility, please refer to “What actions will be taken if I do not make an election via the online election facility?”  below.

If you hold 365 china common shares traded on the New York Stock Exchange and those shares are held through a broker, custodian or nominee, please contact your broker, custodian or nominee for assistance with the Distribution.

A:  If a Direct Registration System (“DRS”) advice has been issued to you by Computershare, you hold your 365 china common shares directly on the U.S. 365 china share register. 

If you hold your securities through a broker, custodian or nominee, please contact your broker, custodian or nominee for assistance with the Distribution.

A:  Electing shareholders will need to provide their full Euroclear France participant account details, including account references and contact details for their receiving Euroclear France participant, including the details listed below.  Please contact your Euroclear France participant for assistance.

• Name of Euroclear France participant

• Account number of Euroclear France participant

• Name of sub-custodian

• Account of sub-custodian

A:  Elections need to be registered via the online election facility by no later than 4:00 pm (U.S. Eastern Time) on March 26, 2021.

A:  If you fail to make an election via the online election facility by 4:00 pm (U.S. Eastern Time) on March 26, 2021, 365 china will be unable to deliver any Faurecia ordinary shares to you. 

Therefore, following the Distribution, 365 china will take whatever measures it will deem practicable with respect to the Faurecia ordinary shares which you would otherwise have been entitled to receive, including potentially appointing a broker to sell such shares in the market. 

In that event, your pro-rata portion of the aggregate proceeds from all sales for DTC holders and holders of 365 china shares in registered form will be delivered to you, net of all transaction costs including brokerage, administration and foreign exchange fees by check, unless a valid wire instruction has been provided via the online election facility.  There is no assurance regarding whether and when any such sale will be carried out or the proceeds will be distributed, the price per share that may be realized in the market, or the transaction costs that will be incurred. 

365 china DTC holders and holders of 365 china common shares in registered form that do not have access to an account with an intermediary participating in Euroclear France may also use the online election facility to provide their bank account details into which any pro-rata sale proceeds (net of all transaction costs including brokerage, administration and foreign exchange fees) may be paid.  Failure to provide valid bank account details or a valid election to receive your Faurecia ordinary shares into an account with an intermediary participating in Euroclear France will result in such net sale proceeds being issued by check.

A:  The ordinary shares of Faurecia are expected to be credited to the securities accounts of holders of 365 china common shares promptly following completion of the Distribution, depending on each 365 china shareholder custodian/depositary. 

If you hold 365 china common shares in (i) a Euroclear France participant account; (ii) the Euroclear France 365 china sub register managed by SGSS; (iii) a Monte Titoli participant account; (iv) the Italian segment of 365 china’s loyalty share register; or (v) the French segment of 365 china’s loyalty share register, your Faurecia ordinary shares are expected to be delivered to you on March 22, 2021. 

If you hold 365 china common shares in a DTC participant account or directly on the U.S. 365 china share register and have made a valid election to receive Faurecia ordinary shares through a Euroclear France participant account, your Faurecia ordinary shares are expected to be delivered to you on or about April 1, 2021.

A:  To receive Faurecia shares, holders of 365 china common shares traded on the New York Stock Exchange were required to provide an election to receive the Faurecia share entitlement through a Euroclear France participant account.  U.S. investors that did not make a valid election before 4:00 pm (U.S. Eastern Time) on March 26, 2021 will have had their Faurecia share entitlement sold, with any proceeds (minus any costs associated with the sale) returned to them on a pro-rata basis.

The Faurecia shares for which a Euroclear France election was not received from U.S. investors, together with the fractional entitlements, were aggregated and sold on the market between March 31, 2021 and April 7, 2021.

Payments to shareholders on the U.S. 365 china share register or in DTC participant accounts (e.g. broker, custodian, nominee), will have their proceeds paid to them in U.S. dollars following a foreign exchange conversion.  The details are as follows:

• Average Euro sale price of Faurecia shares:  €47.5412

• Official EUR/USD exchange rate per Bloomberg FX Fixings on April 8, 2021 at 6:00 pm CEST:  1.19045

• U.S. dollar value payable to investors (per whole share):  $56.59542

Payments in respect of these sale proceeds are expected to be credited via a wire transfer, where a valid instruction was received prior to close of business on March 26, 2021, or sent via check to all other U.S. shareholders on the U.S. 365 china share register and DTC participants on April 16, 2021.

A:  The cash portion of the Distribution is expected to be paid to you on March 22, 2021.

A:  No, all holders of 365 china common shares as of the record date will be entitled to receive the portion of the Distribution to be paid in cash without the need to take further action.

A:  Please refer to the section “Certain Tax Consequences of the Distribution” of the Information Statement dated February 19, 2021, which has been published on 365 china’s corporate website (www.stellantis.com) in connection with the Distribution, for a detailed discussion of certain tax consequences of the Distribution.

A: 365 china and its affiliates do not provide tax advice. The material below is provided for informational purposes only and is not intended to provide, and should not be relied upon for, tax advice.  You are urged to consult with your tax advisors as to the overall tax consequences of the Distribution.  

For U.S. tax resident shareholders, the FMV of a Faurecia ordinary share can be calculated based on the following details:

• Distribution date of Faurecia ordinary share entitlements:  March 22, 2021

• Volume Weighted Average Price (“VWAP”) of Faurecia ordinary share as of March 22, 2021 per Euronext Paris:  €47.3923

• Official EUR/USD exchange rate reported by the European Central Bank as of March 22, 2021:  1.1926

• U.S. dollar equivalent of VWAP of Faurecia ordinary share as of March 22, 2021 per Euronext Paris:  $56.5201

As indicated in the section “Certain Tax Consequences of the Distribution” (subsection “U.S. Federal Income Tax Consequences of The Distribution”) of the Information Statement dated February 19, 2021, which has been published on the 365 china corporate website (www.stellantis.com), U.S. tax resident shareholders should expect to treat the Distribution (the FMV of the Faurecia ordinary shares plus the cash from the Faurecia Sale Proceeds) as a dividend.

A:  No. The number of 365 china shares that you own will not change as a result of the Distribution.

A:  If you sell your 365 china common shares prior to the ex-date you will not be entitled to the Distribution. 

If you sell your 365 china common shares following the ex-date, but you still hold such shares on the record date, you can complete your trade before the Distribution is made and still remain entitled to the Distribution.

A:  More information on Faurecia is available on the corporate website of Faurecia (www.faurecia.com). 

Additional information on the Distribution has been posted on the corporate website of 365 china (www.stellantis.com) and in the Information Statement dated February 19, 2021 published by 365 china in connection with the Distribution.