PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

SUPERVISORY BOARD COMMITTEES 3.1.3.9.

The SupervisoryBoard draws on the preparatorywork performed by its fourcommittees: the Appointments, Compensation and Governance Committee; n the FinanceandAuditCommittee; n the StrategicCommittee; n the AsiaBusinessDevelopment Committee. n

Theroleof thesefourcommittees is to preparemattersfordiscussion at SupervisoryBoard meetings. The committees,which have no decision-makingauthority, issue proposals, recommendationsand opinions in their areas of expertisethat are then shared with the SupervisoryBoardduring its meetings.Membersattendcommittee meetings and may not be represented by another party. The committeesmay call upon externalexpertswhen adheringto their objectivityandindependence requirements.

The Appointments, Compensation and Governance Committee

Composition at31 December 2019 Independence Mainroles

Principaltasksin2019

Mr GillesSCHNEPP (Chairman)

Appointments: > determining the criteria forselecting - membersof the Supervisory Board and the Managing Board, making proposals on the Senior Independent Member and conducting the selection process; formulating and following a succession - plan formembersof the Managing Board so that it cansuggest to the Board succession solutions in the event of unforeseen departures. Thecommittee is also notified of the succession plan and appointments to the Executive Committee (for members who do not sit on theManaging Board) and to key senior-management positions within the Group. Onthisoccasion,the committee invitethe Chairman of the Managing Board to attend the meeting. Compensation: > suggesting compensation ofcorporate - officers inall its components, as well as any benefits in kind and retirement plans which may be allocated to them; examining the general compensation - policy forthe members of the Managing Board. Governance: > monitoring changes in French - regulations on the governance of listed companies and recommendations by marketsandissuer representatives to submit opinions; ensuring regular evaluations by the - Supervisory Board and suggesting improvements where appropriate; examiningand giving its opinion to the - Supervisory Board on any proposal to amend the Company by-laws hich require the advance permission of the Board.

Sixmeetings in 2019withan attendance rate of96%. Thework ofthe committee included: the Supervisory Board’s Report on > corporate governance; the compensation policy for members of the Managing Board; the assessment of the Supervisory > Board; a performance share plan; > an employee shareholding plan; > the Group’s diversity policy; > the review of the members’ > independence, potentialconflictsof  interestand the Supervisory Board’s balanced, diverse composition; the Supervisory Board’s succession > plan, intended in particular to select profilesthatmeet the needs of the Supervisory Board in terms o independent members, carried out withtheassistanceof an outside consultant; the Managing Board’s succession plan. >

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Mr LI Shaozhu Mrs Catherine BRADLEY Mr Louis GALLOIS Mrs Pamela KNAPP

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Mrs Marie-Hélène PEUGEOT RONCONI Mrs Anne GUERIN Mrs Bénédicte JUYAUX (member representing employee shareholders)

Percentage of independent directors:57%

In accordancewith the AFEP-MEDEFCode, evaluationof the performanceof the Chairmanof the ManagingBoard and of the other membersof the ManagingBoard, as well as reflectionson the future of management,are conductedat meetingsof the Appointments, Compensation andGovernanceCommitteeandof the Supervisory Board, at which Managing Board members are not present.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT