FIFTH PROSPECTUS SUPPLEMENT DATED 22 MARCH 2013 TO THE BASE PROSPECTUS DATED 18 JUNE 2012

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1 FIFTH PROSPECTUS SUPPLEMENT DATED 22 MARCH 2013 TO THE BASE PROSPECTUS DATED 18 JUNE 2012 BANQUE PSA FINANCE PEUGEOT FINANCE INTERNATIONAL N.V. 14,000,000,000 Debt Issuance Programme for the issue of Notes with a minimum maturity of one month unconditionally and irrevocably guaranteed in the case of Notes issued by Peugeot Finance International N.V., by BANQUE PSA FINANCE and, if so specified in the case of State Guaranteed BPF Notes (as defined below) issued solely by Banque PSA Finance, by THE REPUBLIC OF FRANCE This fifth supplement (the "Fifth Prospectus Supplement") is supplemental to, and should be read in conjunction with the Base Prospectus dated 18 June 2012 (the "Base Prospectus") prepared in relation to the 14,000,000,000 Debt Issuance Programme established by Banque PSA Finance ("BPF") and Peugeot Finance International N.V. ("PFI") as supplemented by a first Prospectus Supplement dated 4 September 2012 (the "First Prospectus Supplement"), a second Prospectus Supplement dated 29 October 2012 (the "Second Prospectus Supplement"), a third Prospectus Supplement dated 15 November 2012 (the "Third Prospectus Supplement") and a fourth Prospectus Supplement dated 19 March 2013 (the "Fourth Prospectus Supplement"). The Base Prospectus as supplemented by the First Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus Supplement constitutes a base prospectus for the purposes of Directive 2003/71/EC (as amended by Directive 2010/73/EU) (the "Prospectus Directive"). The Autorité des marchés financiers ("AMF") has granted visa no on 18 June 2012 on the Base Prospectus, visa no on 4 September 2012 on the First Prospectus Supplement, visa no on 29 October 2012 on the Second Prospectus Supplement, visa no on 15 November 2012 on the Third Prospectus Supplement and visa no on 19 March 2013 on the Fourth Prospectus Supplement. Application has been made for approval of this Fifth Prospectus Supplement to the AMF in its capacity as competent authority pursuant to Article of its Règlement Général which implements the Prospectus Directive. This Fifth Prospectus Supplement constitutes a supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and has been prepared for the purposes of taking into account certain recent developments relating to the Issuers and/or the BPF Group. As a result, certain modifications to various sections of the Base Prospectus have been made as described herein. 1

2 Save as disclosed in this Fifth Prospectus Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus as supplemented by the First Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus Supplement which is material in the context of the Programme since the publication of the Base Prospectus as supplemented by the First Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus Supplement. Unless the context otherwise requires, terms defined in the Base Prospectus, the First Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus Supplement shall have the same meaning when used in this Fifth Prospectus Supplement. To the extent that there is any inconsistency between (a) any statement in this Fifth Prospectus Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus as supplemented by the First Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus Supplement, the statement in (a) above will prevail. Copies of this Fifth Prospectus Supplement (a) may be obtained, free of charge, at the registered office of the Issuer during normal business hours, (b) will be available on the website of the Issuer ( (c) will be available on the website of the AMF ( and (d) will be available during usual business hours on any weekdays (Saturdays, Sundays and public holidays excepted) for collection at the offices of the Fiscal Agent and the Paying Agent(s) so long as any of the Notes are outstanding. This Fifth Prospectus Supplement has been prepared pursuant to Article 16.1 of the Prospectus Directive and Article of the AMF s Règlement Général for the purpose of giving information with regard to the Issuer and the Notes to be issued under the Programme additional to the information already contained or incorporated by reference in the Base Prospectus as supplemented by the First Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus Supplement. 2

3 TABLE OF CONTENTS SUMMARY 4 RESUME EN FRANCAIS 5 GENERAL DESCRIPTION OF THE PROGRAMME AND THE NOTES 6 PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS FIFTH PROSPECTUS SUPPLEMENT 7 3

4 SUMMARY The fourth paragraph of the "Ratings" section on page 11 of the "Summary" section of the Base Prospectus shall be replaced with the following: "On 14 February 2013, Standard & Poor's Ratings Services a division of the McGraw-Hill Companies, Inc. ("S&P"), has lowered the BPF and PFI long-term debt rating from BBB- to BB+ and the short-term debt rating from A-3 to B. On 22 March 2013, S&P assigned an AA+ long-term debt rating to the Programme, in respect of State Guaranteed BPF Notes issued in an amount of up to Euro 1,200,000,000. S&P is a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 as amended, and included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority ( 4

5 RESUME EN FRANCAIS The fourth paragraph of the "Ratings" section on pages 18 and 19 of the "Résumé en Français" section of the Base Prospectus shall be replaced with the following: "Le 14 février 2013, Standard & Poor's Ratings Services, une filiale de McGraw-Hill Companies Inc. ("S&P") a abaissé la notation de la dette long terme de BBB- à BB+ et la notation de la dette court terme de A-3 à B. Le 22 mars 2013, S&P a attribué la notation AA+ à la dette long terme du Programme, pour les Titres de BPF Bénéficiant de la Garantie de l Etat émis à hauteur de euros. Standard & Poor's Ratings Services est une agence de notation de crédit établie dans l'union Européenne et enregistrée conformément au Règlement (CE) No 1060/2009 tel que modifié, et figurant sur les listes des agences de notation de crédit publiée sur le site internet de l'autorité Européenne des Marchés Financiers ( 5

6 GENERAL DESCRIPTION OF THE PROGRAMME AND THE NOTES The fourth paragraph of the "Ratings" section on page 37 of the "General Description of the Programme and the Notes" section of the Base Prospectus shall be replaced by the following: "On 14 February 2013, Standard & Poor's Ratings Services a division of the McGraw-Hill Companies, Inc. ("S&P"), has lowered the BPF and PFI long-term debt rating from BBB- to BB+ and the short-term debt rating from A-3 to B. On 22 March 2013, S&P assigned an AA+ long term debt rating to the Programme, in respect of State Guaranteed BPF Notes issued in an amount of up to Euro 1,200,000,000. S&P is a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009 as amended, and included in the list of registered credit rating agencies published on the website of the European Securities and Markets Authority ( 6

7 PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THIS FIFTH PROSPECTUS SUPPLEMENT In the name of Banque PSA Finance I declare, to the best of my knowledge (having taken all care to ensure that such is the case), that the information contained in this Fifth Prospectus Supplement is in accordance with the facts and contains no omission likely to affect its import. The consolidated financial statements of BPF as of and for the year ended 31 December 2012 were audited by the statutory auditors who issued an audit report which is reproduced on pages 109 to 110 of the Banque PSA Finance 2012 Annual Report concerning the consolidated financial statements of BPF. The statutory auditors report contains one observation. Paris, 22 March 2013 Banque PSA Finance 75, avenue de la Grande Armée Paris France Duly represented by Alain MARTINEZ Executive Managing Officer In the name of Peugeot Finance International N.V. I declare, to the best of my knowledge (having taken all care to ensure that such is the case), that the information contained in this Fifth Prospectus Supplement is in accordance with the facts and contains no omission likely to affect its import. Paris, 22 March 2013 Peugeot Finance International N.V. Goudsesingel 168 Rotterdam 3011 KD The Netherlands Duly represented by Denis WORBE Member of the Managing Board 7

8 Autorité des marchés financiers In accordance with Articles L and L of the French Code monétaire et financier and with the General Regulations (Réglement Général) of the Autorité des marchés financiers ("AMF"), in particular Articles to , the AMF has granted to this Fifth Prospectus Supplement the visa no on 22 March This document and the Base Prospectus as supplemented by the First Prospectus Supplement, the Second Prospectus Supplement, the Third Prospectus Supplement and the Fourth Prospectus Supplement may only be used for the purposes of a financial transaction if completed by Final Terms. It was prepared by Banque PSA Finance and its signatories assume responsibility for it. In accordance with Article L I of the French Code monétaire et financier, the visa was granted following an examination by the AMF of "whether the document is complete and comprehensible, and whether the information it contains is coherent". It does not imply that the AMF has verified the accounting and financial data set out in it. This visa has been granted subject to the publication of Final Terms in accordance with Article of the AMF's General Regulations, setting out the terms of the securities being issued. 8

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