FFP_REGISTRATION_DOCUMENT_2017

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CORPORATE GOVERNANCE

Composition of the Board of Directors at 31 December 2017

This chapter forms an integral part of the report on corporate governance referred to in article L. 225-37 of the French Commercial Code as amended by government order no. 2017-1162 of 12 July 2017 and reviewed by the Board of Directors at its meeting on 23 March 2018.

2.1 Composition of the Board of Directors at 31 December 2017 The Board of Directors has ten members, all of whom are French nationals. The members of the Board possess a mix of proven skills and expertise, particularly in industrial, financial and banking matters, which they apply consistently to make a highly informed contribution during discussions and the decision-making process.

Surname Peugeot Peugeot

First name

Position at FFP

Independent

Robert

Chairman and Chief Executive Officer

Jean-Philippe Marie-Hélène

Vice-Chairman Vice-Chairman

Peugeot-Roncoroni* Chodron de Courcel*

Georges

Director Director Director Director Director Director Director

E

Gendry Netter* Peugeot Peugeot Soulard** Walbaum*

Luce

E

Dominique

E

Christian

Xavier Patrick

E

Marie-Françoise

E

* Their reappointment will be proposed at the Annual General Meeting on 17 May 2018. ** His reappointment will not be proposed at the Annual General Meeting on 17 May 2018. The seat vacated by Patrick Soulard will be filled through the appointment of Anne Lange, subject to a shareholder vote at the Annual General Meeting on 17 May 2018.

At its meeting on 9 March 2017, the Board of Directors took the view that in the 2017 financial year the following members qualify as independent: Georges Chodron de Courcel, Patrick Soulard, Luce Gendry, Dominique Netter and Marie-Françoise Walbaum. At its meeting on 6 July 2017, the Board of Directors duly noted that Georges Chodron de Courcel had served as a director for 12 years as of 2 June 2017. As such, he no longer qualified as an independent director under the criteria laid down by the AFEP- MEDEF Corporate Governance Code. Nonetheless, the Board decided that given the value of his contribution to the work of the Board, Georges Chodron de Courcel should continue to be considered as independent and to perform his duties as Chairman of the Governance, Appointments and Remuneration Committee until his corporate office ends, that is at the close of the Annual General Meeting of the shareholders on 17 May 2018. Accordingly, the proportion of independent directors within the Company’s Board of Directors came to 50% at 31 December 2017, a level compliant with the requirements of the AFEP-MEDEF Corporate Governance Code, which specifies a ratio of 30% for controlled companies.

The AFEP-MEDEF Corporate Governance Code is the code to which the Company referred in the preparation of the Registration Document and which it actually applies. This code, which was revised in November 2016, is available in English at the following address: http://www.afep.com/publications/code-afep-medef/. Pursuant to article L. 225-37-4 of the French Commercial Code, the provisions of the aforementioned Code that were not observed and the reasons why such was the case are indicated in the Registration Document, where appropriate. Directors’ independence The criteria used to determine whether a director qualifies as independent are those laid down in the AFEP-MEDEF Corporate Governance Code. Pursuant to the Company’s Internal Rules, the Governance, Appointments and Remuneration Committee considers the independence of its directors every year. Each director’s status is then reviewed by the Board of Directors.

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FFP

2017 REGISTRATION DOCUMENT