PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

Application of the AFEP-MEDEF Corporate Governance Code 3.1.6.

The tablebelowsummarisestherecommendations of the AFEP-MEDEF Codewhich the Company does not apply:

Relevantrecommendation

Explanation

Proportion of independentmembers on the Supervisory Board (Section 8.3)

TheCompany has historically followed thisrecommendation, including during financial year 2019 through20 January2020. Theco-optionof YOU Zheng to the Supervisory Board as from 20 January 2020 and the failure to replace Helle KRISTOFFERSEN, an independentmemberof the Supervisory Board whose r signation took effecton 13 September 2019, lowered the proportion of independentmemberson the Supervisory Board: as from 20 January 2020, 46%of theSupervisoryBoard members were independent, rather than the 50% recommended by the AFEP-MEDEF Code. In October 2019, the Supervisory Board, through the Appointments, Compensation and Governance Committee,had beguna search for a new independentmemberto replace Helle KRISTOFFERSEN butthen decided to suspend the selection process. This is because the Company embarked ona cross-border merger plan with Fiat Chrysler Automobiles N.V. (FCA),which will result in the winding up of Peugeot S.A. on the merger completion date. Consequently, the Supervisory Board did not believe it was ppropriate to bring in a new member forthe short timeremaining before thiswindingup, which is planned for late 2020. 57%of the members of the Finance and Audit Committee are independent (instead of the minimum of two-thirds recommended by the AFEP-MEDEF Code). Therelatively large proportion of non-independent members is due to the presence ofa representative of each ofthe three major shareholders, giventhe composition of theGroup’sshare capital and its governance as a result ofthe capitalincreases in 2014. Reaching the threshold of two thirdswouldbring about an increase in the number of committeemembers, which may hinderits effectiveness. Therefore, there are no plans to reach this thresholdto date.

Representative partof independentmembers of the Finance and Audit Committee (Art. 15.1)

Attendance of shareholders at Peugeot S.A. Shareholders’ 3.1.7. General Meetings and publication of information which may have an impact in the event of a Public Tender Offer for the Company’s shares

The information concerning the attendance of shareholders at Shareholders’General Meetingsand the informationreferredto in Article L. 225-37-5 of the FrenchCommercialCode concerningthe Company’sshare capital is set out in Section 7 of this Universal Registration Document.

Pursuantto Article L. 225-37-5of the French CommercialCode, it should be noted that there is no agreement providing for compensation for members of the Supervisory Board or the ManagingBoard iftheirtermendsdueto atakeover bid.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT