PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

It is recalledthat the SupervisoryBoard,on the basisof the analysis driven by the Appointments, Compensation and Governance Committee, has conducted a qualitative and a quantitative examinationof businessrelationshipsbetweenGroupe PSAand the companiesin which the members of the SupervisoryBoard hold other office and/or exercise other duties, on the basis of the following criteria: the overallduration ofthe term(quantitative criterion); n the sale revenue generated by the business relationship n (quantitative criterion); and the analysis of the type of business relationshipbetween the n companies,as well as the type of functionand/orresponsibilities carriedout, whichmayor maynot havean impacton operational decision-making within the relevant companies (qualitative criteria). In particular, additional information should be provided for the reviewof the independenceof GillesSCHNEPP,Thierryde LATOUR D’ARTAISEandPamelaKNAPP. An especially thorough review was made of the status of Gilles SCHNEPP,who was appointedto the SupervisoryBoardthrougha decisionby the Shareholders’GeneralMeetingof 25 April2019 and who since has taken on the role of Vice-Chairman of the SupervisoryBoard of Peugeot S.A.and serves as Chairmanof the Board ofDirectorsof LEGRAND S.A. All the criteria used to assess the independentstatus of a Board member were met. In particular, regarding the business relationship between Groupe PSAand the LEGRANDGroup, the Board found that the volume of business between the two groups is well below 5% of Groupe PSA’s revenue and that, consequently, considering the non-materialnatureof this relationship,any dependentrelationship betweenthe twogroups maybe ruled out. In addition, the non-executiveposition Gilles SCHNEPPholds on Peugeot S.A.’s Board does not give him direct or indirect decision-making authority as part of the establishment or continuation of this business relationshipwiththe LEGRANDGroup. In conclusion, the review found that the business relationship between Groupe PSAand the aforementionedcompanies is not likely tocompromise Gilles SCHNEPP’s independence. An especiallythoroughreviewwasmadeof the statusof Thierryde LA TOURD’ARTAISE,whowas appointedto the SupervisoryBoard througha decisionby the Shareholders’GeneralMeetingof 25 April 2019 and who serves as Chairmanand ManagingDirector of the SEB Group. All the criteria used to assess the independentstatus of a Board member were met. In particular, regarding the business relationship between Groupe PSAand the SEB Group,the Board found that the volume of business between the two groups is well below 5% of Groupe PSA’s revenue and that, consequently, considering the non-materialnatureof this relationship,any dependentrelationship betweenthe twogroups maybe ruled out. In addition, the non-executive position Thierry de LA TOUR D’ARTAISEholds on Peugeot S.A.’sBoarddoes not give him direct or indirectdecision-making authorityas partof the establishmentor continuation of this business relationshipwiththe SEBGroup.

In conclusion, the review found that the business relationship between Groupe PSAand the aforementionedcompanies is not likely to compromise Thierry de LA TOUR D’ARTAISE’s independence. Finally, the status of Pamela KNAPP, a director at Compagniede Saint-Gobain,wasreviewed. All the criteria used to assess the independentstatus of a Board member were met. With regards to Pamela KNAPP’s status, the SupervisoryBoard notedthat the overalldurationof her termof officeat Groupe PSA is shorter than 12 years. Regarding the business relationship between Groupe PSA and Compagniede Saint-Gobain S.A., the SupervisoryBoardfoundthat the volume of the business relationshipbetween the two groups does not exceed5% of Groupe PSA’s revenue.Therefore,in light of the non-material nature of the relationship, any dependent relationshipbetweenthe two groups could be ruledout. In addition, the function Mrs Pamela KNAPP performs within Groupe PSAand within the aforementionedcompaniesdoes not give her director indirectdecision-makingpowersin the contextof the establishment or maintenanceof any business relationship. In conclusion, the review found that the business relationship fosteredbetweenGroupe PSAand the aforementionedcompanies is not likely tocompromise Pamela KNAPP’sindependence. 3.1.2.6. MEMBER OF THE SUPERVISORY BOARD OFPEUGEOT S.A. The Senior IndependentMember is appointed from among the independentmembers in accordance with paragraph 3.2of the AFEP-MEDEFCodeand,underthe InternalRulesof the Supervisory Board, hasthe following powers andprerogatives: to call and chair meetingsof the independentmembersof the n SupervisoryBoard on operationalmatters of the Board and to conveyits conclusionsto the Chairmanof the Supervisory Board; notifyingto the Chairmanof the SupervisoryBoard any conflict n of interestit has identifiedwhichcouldaffectthe deliberationsof the Board; taking note of the significant governance concerns of n shareholders not represented on the Supervisory Board and ensuring that they are addressed; reporting on the performance of his or her duties to the n SupervisoryBoard and, where applicable,to the Shareholders’ Annual GeneralMeeting. GillesSCHNEPPperformsthe dutiesof SeniorIndependentMember of the SupervisoryBoard. Since 25 April 2019, he has also been Vice-Chairmanof the SupervisoryBoard of Peugeot S.A.This is because, for compliance with best governance practices, the SupervisoryBoard has decided to combine the office of Senior IndependentMember with that of Vice-Chairman. Gilles SCHNEPP also sits as Chairman of the Appointments, Compensation andGovernanceCommittee. THE SENIOR INDEPENDENT

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT