PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

THE ACTIVITY OF THE CHAIRMAN 3.1.3.7. OF THE SUPERVISORYBOARD IN 2019 As requiredby law, the Chairmanof the Peugeot S.A.Supervisory Boardis responsiblefor organisingthe proceedingsof the Boardso as to ensuresatisfactoryexerciseof its functionof supervisingthe Company’smanagement activity. In 2019, the Chairmanof the SupervisoryBoardchairedand led the discussionsat the Board’s eight meetingsheld that year. He took care to ensure that the subjects of strategic importance to Groupe PSAweredulyand exhaustivelydiscussed,whiletakingdue account of the requests from the members of the Board. He satisfiedhimself,in liaisonwiththeChairmenof the fourSupervisory Board committees, of the proper coordination of the various activities, withdueobservance of the respective duties and remits. He coveredthe maintenanceof a balanceof functionsamong the governancebodies,beingattentiveto ensuringfrequentandregular dialoguewith the Chairmanof the ManagingBoard,notablyduring the periodof negotiationsfor the Combinationagreementbetween Groupe PSAandgroupFCA. As occurseachyear,the Chairmanof the SupervisoryBoardmet all the membersand non-votingmembersof the SupervisoryBoardat the beginning of the year, to discuss the Board’s operating procedures,give feedbackon each member’scontributionto the variousactivities,and to satisfyhimselfthat the Boardoperatedon a proper collegiate footing. The Chairmanof the SupervisoryBoardplacesgreatimportanceon overseeing the Group’s strategic projects. He ensures that the Board is always adequately informed and may thus exercise its oversight powers. Duringhis chairmanship,the SupervisoryBoardmet in Moroccoin October 2019 and visited the new Kenitra plant and its infrastructure,the new Regional Decision-MakingCentre and the new ResearchandDevelopmentCentre,located inCasablanca. Note that Gilles SCHNEPP was appointed Senior Independent Member of the SupervisoryBoard during the SupervisoryBoard meetingof 25 April2019,followinghis appointmentas a memberof the Supervisory Board by the shareholders present at the Shareholders’General Meeting of 25 April 2019. As SeniorIndependentMember,he convenedand led a meetingof the independentmembers of the SupervisoryBoard. During this meeting, the independent members discussed the operating procedures of the Supervisory Board. Gilles SCHNEPP then submitted the conclusions to the Chairman of the Supervisory Board. As Chairmanof the Appointments,Compensationand Governance Committee,he playeda majorrole in leadingthe formalassessment of the SupervisoryBoard and in evaluatingapplicationsfor Board positions should any of its membersresign. In accordancewith the duties assigned to him by the Board’s internal rules, he oversawany conflict of interest of the members that could affect the Board’s proceedings.He reviewedquestions about governance brought up by shareholders that are not represented on the Supervisory Board and ensured that these questions were answered. He also reportedto the SupervisoryBoardmeetingon 25 February 2020 on theperformance of his duties. THE ACTIVITY OF THE SENIOR 3.1.3.8. INDEPENDENT MEMBEROF THE SUPERVISORY BOARD IN 2019

Groupstrategy: the priorauthorisation, in accordancewith the Companyby-laws, n of major strategicprojectsof interestto the Group,such as the disposalof the interestin the CAPSAjoint venturein China and the authorisationto negotiatea cross-bordermerger plan with the FCAGroup. Governance and compensation: the human resourcespolicy, with a particularfocus on gender n equality betweenmenandwomen; establishmentof the successionplan of the ManagingBoardand n the reappointmentof its members, in line with the diversity policy; the setting of the policy for compensatingthe membersof the n ManagingBoard for the financial year 2019; the authorisationof a 2019 performance share plan and the n authorisationof the “ACCELERATE 2020”employeeshareholding plan; the re-electionof SupervisoryBoardmemberswhosetermswere n expiring, the reconfigurationof the Board’s committeeson the basis of the members’ expertise and in accordancewith the recommendations of the AFEP-MEDEF Code. PROCEDURE FOR REGULARLY 3.1.3.6. ASSESSING AGREEMENTSAPPLYING TO CURRENT OPERATIONS AND ENTERED INTO UNDER NORMAL CONDITIONS In accordancewith the provisionsof Article L. 225-87,paragraph 2 of the French Commercial Code, the Supervisory Board of Peugeot S.A. has adopted a procedure to formally assess agreements applying to current operations entered into under normal conditions. In accordance with this procedure, the Finance and Audit Committeeis given a list annually of all the current agreements entered into under normal conditionsthat were performedduring the year. It is stipulatedthat every year the Finance and Audit Committee reviews the list of current agreementsentered into under normal conditionsthat were continuedduring the year in order to check that they continue tomeettheseconditions. As part of this review, the Finance and Audit Committee may request assistance from any expert tasked with investigating whetherthe operationscoveredby the agreementare currentand whetherthe agreementwas enteredinto under normalconditions, andthis expert may requestanyadditional information required. Following its review, the Finance and Audit Committee may recommend that the Supervisory Board approve an agreement followingthe procedureof relatedparty agreementsif it finds that the reviewed agreement no longer fulfils the criteria of current agreements entered into under normalconditions.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT