PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

THE DIVERSITY POLICY AND THE BALANCED REPRESENTATION OF WOMEN 3.1.2.4. AND MEN

In accordancewith the recommendation of the AFEP-MEDEFCode, paragraph 6.2,the Board regularly examineswhether the desired balanceis struckin its membershipand that of its committees,with regard to the composition of and changes to the ownership structureof the Company andthe need for diversity on the Board. Pursuant to Article L. 225-69of the French CommercialCode, at 31 December2019theBoardcomprisedfivewomenandsevenmen, i.e. , a differenceof two betweeneach gender. In accordancewith applicablelaw (Article L. 225-18-1), the proportionof women,which is 45%, is calculated without taking into account the employee representativewhocurrentlysits on the Board.Thiswill be the case until theexpiryof theirtermof office. Following the resignations of Helle KRISTOFFERSENand AN Tiechengon 13 and17 September2019,respectively,at 31 December 2019, five of the ten Boardmembers,or 50%, were independent, in accordance with the recommendation of theAFEP-MEDEFCode. Following the resignation of Helle KRISTOFFERSEN on 13 September 2019 and the co-option of YOU Zheng, which occurred on the date of approval of this report, that is, on 25 February 2020, the proportion of independentmembers has been 46%.

The Board points out that as soon as Helle KRISTOFFERSEN resigned, the Appointments, Compensation and Governance Committee began a search for candidates who have the backgroundand skills needed to sit on the SupervisoryBoard of Peugeot S.A. The Supervisory Board subsequently decided to temporarily suspend this search in light of new developments applyingto the Group regardingthe cross-bordermergerwith the FCA Groupand possibledissolutionof Peugeot S.A.’sBoard in the near future. Until 13 September 2019, the Board included five non-French members: Pamela KNAPP, who is German; Catherine BRADLEY, who is a French and British dual national; LI Shaozhu and AN Tiecheng,who are Chinese; and Helle KRISTOFFERSEN,who is a FrenchandDanishdual national. As of this writing, the Board has four non-Frenchmembers. In addition, all of the non-employee members have experience working inoneor moreinternational entities.

The chartbelowsummarises the diversity represented on the Board asit stood on 31 December 2019. 50% Non-Independent Members 43% Non-French

45% Women

50% Independent Members

57% French

55% Men

As partof its tasks,whenreviewingthe Board’ssuccessionplan,the SupervisoryBoard assesses the candidaciesof people who have internationalexperienceand expertisethat will help them perform the duties assignedto themby the law and the Companyby-laws. The Board believes that this approach aligns with Groupe PSA’s increasingly international character. In this vein, when looking for independentmembers, the Board reviews candidacieswith the goal of satisfying the demand for diversity and internationalisation.Furthermore, the Supervisory BoardasksExecutiveManagement o draftan AnnualReporton the enactmentof the non-discrimination and diversitypolicywithinthe Group and, particularly, the Group’s other managementbodies, especially theGlobalExecutive Committee. To achieve this goal, in 2019 the Group formulatednew medium- and long-termstrategies tied to this policy. These strategies are groundedin the idea that increasinggenderdiversityaddressesthe priorities of Groupe PSA’s transformation as an ingredient of creativity, performance and the development of new digital activities andservices.

The related key indicators break down into two focuses and two-time frames,medium and longterm: gender diversityof the senior management : the target is 20% n women among the executive and senior managers in 2021 to counteract under-representation of women in senior management, and 30% by 2035 to support the Group’s transformation; gender diversity of hires and amplification of the Group’s n appealamongwomen : hiringtargetof 30%womenin 2021while developingthe employerbrand to speak to womenand aim for 50% by2035 toreflecttheGroup’s customers. The Group provides shareholderswith more informationon the Diversity policy within Groupe PSAand the managementbodies and on the futuretargetsin Section 2.4.5 and in Section 3.5 of the CSR Report, which focuses on thistopic.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT