PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

The Supervisory Board 3.1.2.

CURRENT MEMBERSHIP

3.1.2.1.

At 31 December 2019, the Supervisory Board comprised twelve members,of whom: five membersproposed by thethree main shareholders; n five independentmembers; n one member representing the employees and one employee n shareholder representative. Followingthe co-optingof YOU Zheng on 25 February2020, the Supervisory Board comprised thirteen members, of whom: sixmembers proposed by the three main shareholders; n five independentmembers; n one member representing the employees and one employee n shareholder representative. In addition,in accordancewith the law, meetingsof the Supervisory Boardare attendedby one non-votingmemberof the Peugeot S.A. WorksCouncil. The mandatesand functions of Chairmanand Vice-Chairmanare undertakenby two independentmembers. The membersof the SupervisoryBoardare appointedfor four-year terms and, as recommended in the AFEP-MEDEF Code (paragraph 13.2), thosetermsare staggered,makingfor harmonious renewal of the Board’s membership and allowing detailed examination of candidatures to cater forthe expertise required.

The SupervisoryBoard’s size and membershipreflect the capital structure of Peugeot S.A., which is set out in greater detail in Section 7.3of this UniversalRegistrationDocument. In accordancewith the shareholders’agreementsignedon 28 April 2014 betweenthe threemain shareholdersand the Company,each of the three main shareholdersnamely,the PeugeotFamilyGroup (ÉtablissementsPeugeot Frères – hereafter “EPF” – and FFP), Dongfeng( via DongfengMotor(HongKong)InternationalCo. Ltd., hereafter“DMHK”)and Bpifrance(LionParticipationsand Bpifrance Participations)– which in June 2017 bought out the whole of SOGEPA’s interest in the Company’sshare capital proposed the appointment of two members of the Board. One of the two membersrecommendedby the main shareholderswas appointed Vice-Chairman,in accordancewith the agreementsbetween the Companyand the main shareholdersstipulatedin the shareholders’ agreement. The composition of the Supervisory Board reflects the legal obligations regarding equal gender representation, employee representationon the SupervisoryBoardand the recommendations of the AFEP-MEDEF Code on the proportion of independent members.

CHANGES IN 2019

3.1.2.2.

Date of effect

Change occurred

24 April 2019 24 April 2019

Resignation of Geoffroy ROUX de BEZIEUX as independent member Resignation of Henri Philippe REICHSTUL as independent member

Appointment by the Annual Combined Shareholders’ Meeting of Gilles SCHNEPP as independent member Appointment of Gilles SCHNEPP as Vice-Chairman and Senior Independent Member, Chairman of the Appointments, Compensation and Governance Committee and member of the Finance and Audit Committee Appointment by the Combined Shareholders’ Meeting of Thierry de LA TOUR D’ARTAISE as independent member Appointment of Thierry de LA TOUR D’ARTAISE to the Strategic Committee and the Asia Business Development Committee Resignation of Helle KRISTOFFERSEN from her position as independent member of the Strategic Committee and Asia Business Development Committee Resignation of AN Tiecheng from his position as Chairman of the Asia Business Development Committee and member of the Strategic Committee and Finance and Audit Committee

25 April 2019

25 April 2019

25 April 2019

25 April 2019

13 September 2019

17 September 2019

100

GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT