PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Compensation of company officers

Competitive compensation Compensationof executivecompanyofficersmust be competitive in order toattract, motivate and retainthe besttalent. This compensation is assessedin the round, i.e. takinginto account all components,and is comparablewith the compensationpolicies adopted by other companiesin the same sector, in Europe and worldwide. These overriding principles apply to executive managers of Peugeot S.A. and all Groupemployees.

Moreover, the Company has analysed the reasons behind shareholdervotes on the compensationpolicy by interviewinga representative panel of minority shareholders. A number of componentsof the compensationpolicy approvedby the Board and described below have changed to reflect the opinions expressed resulting in: increasedtransparencyof the conditionson which the variable 1. compensationof company officers are based; scrappingthe option for the SupervisoryBoard to removethe 2. presenceconditionsfor performancesharesin the event of the voluntarydeparture of the beneficiary; explaining the need to implement performance-based 3. exceptional compensation as part of the merger with Fiat Chrysler Automobiles. For a numberof yearsGroupe PSA’scompensationpolicyhas been based onthe following principles: Compensation directly linked to the Group’s strategy The compensationpolicy for executivecompanyofficers is based on theGroup’s growth and expansion strategy. Compensation aligned with the Group’s performance A preponderant proportion of compensation is subject to performanceconditionsdirectlylinked to the Group’sperformance objectives.As part of a collectivedrive,theseobjectivesare shared by Groupe PSA’s executive companyofficers andemployees. Compensation that reflects the Group’s social and environmental commitments The short-termand long-termvariablecompensationstructureand its definitive allocation also depends on non-financial performance-based criteriabeingmet, particularlyCorporateSocial Responsibilitycriteria which are now criteria used to calculate Groupe PSA’s overall performance. Compensation set in the interests of shareholders A significant proportion of total compensation is made up of performanceshares. The objectiveis to strengthenthe long-term convergenceof the interestsof Groupe PSA’sexecutivecompany officers andshareholders. PRINCIPLES AND CRITERIA 3.2.1.2. FOR DETERMINING COMPENSATION

STATUS OF MEMBERS

3.2.1.3. OF THE MANAGING BOARD

Before presenting the compensationpolicy for members of the Managing Board, the Board notes that, in accordance with AFEP-MEDEF recommendations,Mr Carlos TAVARES does not have an employmentcontract with the Company or any of the companies in Groupe PSA. There are no serviceagreementsor direct or indirectties between Mr CarlosTAVARESand Groupe PSA,except for his Chairmanship of theSupervisory Board. The employmentcontractsof Mr OlivierBOURGESand Mr Maxime PICATwere suspendedwhentheir termsof officeon the Managing Board began and for the duration thereof. This suspensionwas justified bytheir lengthof service asemployees within the Group. The employmentcontractof Mr MichaelLOHSCHELLERwith Opel AutomobilesGmbH was not suspended or amended when the decision was made to appoint Mr MichaelLOHSCHELLERto the ManagingBoard, in accordancewith French employmentlaw and the recommendationson governanceapplicable to listed French companiesas well as German employmentlaw. This employment contract includes the terms of the directorshipof the Managing Directorof the GermansubsidiaryOpelAutomobilesGmbHand the compensationconditionsof Mr Michael LOHSCHELLER. Since the components of Mr Michael LOHSCHELLER’s compensationcomplywith the principlesand criteriagoverningthe compensationpolicy for members of the Managing Board, the SupervisoryBoarddecidednot to make any changesand to adopt themunchanged. Please note that, should a member of the Managing Board be appointedsubsequentto theAnnualShareholders’GeneralMeeting, his or her compensationwill be determinedby the Supervisory Board in accordancewith the principlesand criteria approvedby the Shareholders’GeneralMeeting,or with currentpracticesfor the exercise of similar functions, adapted as appropriatewhen such personis performingnew functions with noequivalent.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT