PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Compensation of company officers

COMPONENTS OFTHE COMPENSATION OF MEMBERS OF THE MANAGING BOARD 3.2.1.4. The Chairman of the Managing Board informed the Supervisory Boardof PeugeotSA at its meetingof April20, 2020of his decision to reduce the quantum of his long-termcompensation2020 by 50,000shares, equivalentto 35% (1) of his fixed compensationand This is the equivalent of 335,000 shares , valued at more than 4 millioneuros (1) which have been collectedfor the benefit of the PSA Foundation, in order to reinforce its actions to combat exclusionbecauseof lack of mobility.The selectionof projectswill be made within the framework of the Foundation process, controlledby its Board ofDirectors.

38% underthe LTI plan 2020.In addition,the threeothermembers of the ManagingBoard have also expressedtheir desire to reduce their long-term share compensationby 25%for 2020. Undertheseconditions,the implementation, aftera majorityvoteof the shareholders,of the resolutionscorrespondingto the 2020 LTI of the membersof the ManagingBoardwill result in the allocation of 80,000 performanceshares to the Chairmanof the Managing Board(insteadof 130,000,ie 50,000less)and45,000sharesto the other members of the Managing Board (instead of 60,000, or 25% less). Thecompany'sTop100alsowantedto be partof thisgenerosityby reducingits rightsto receivesharesunderthe LTI 2020Plan, by an averageof 21%.

This voluntary initiative by the company's Top Management completesthe solidarityactions undertakenby Groupe PSA, with the distribution of more than 700,000 masks to date, the manufacture of 10,000 respirators in 50 days insupport of Air Liquidein complementof identicalinitiativesin the UnitedKingdom with Smiths-Medical and in Spainwith Bionix, 3D printing of protectivescreensin France,Brazil,Spain,Germanyand Poland,as wellas the free provisionof severalhundredvehiclesto facilitatethe mobilityof caregivers.

The components of overall compensation attributableto eachof the membersof the ManagingBoard are set out as follows: Components of fixed compensation under performance conditions Components of fixed compensation

Annual variable compensation

Long-term LTI

Exceptional compensation

Pension scheme

Annual fixed compensation

Based on economic conditions

Based on economic conditions

Based on the completion of exceptional factors

Tied to the Group's results and performance

Societal and environmental

Societal and environmental

Set based on experience and level of responsibility

Performance conditions observed over three years Presence requirement over 3 years and 4 years

Annual performance conditions

Presence requirement

Presence requirement

Cash

Cash

Peugeot S.A. shares

Cash

Contributions and Cash

The pensionschemereferred to above doesnotapplyto Mr M.LOHSCHELLER forwhomthecalculation is based onfixed compensation.

Fixed compensation The annual fixed compensationof the Chairmanof the Managing Boardandof themembersof theManagingBoardis determinedon the basis of experienceand expertise and of the responsibilities taken on byeachof them. In accordancewith the AFEP-MEDEFCode, the SupervisoryBoard may change the fixed compensation of the members of the ManagingBoardin the eventof a significantchangein the scopeof responsibilities or of a high discrepancy compared with the positioning on the market, so as to secure their continued commitment to the Company. Basedon the recommendation of the Appointments,Compensation and GovernanceCommittee,the SupervisoryBoardhas decidedto reviewthe fixedannualcompensationof membersof the Managing Board to ensurea competitivelevel of compensation in relationto the levels of compensation in global automotive groups and reflecting the increasedcomplexityof responsibilities,particularly linked tonegotiations around the planned merger withFCA.

The panel for comparisonis made up of global automotivegroups including American and European car and equipment manufacturers. For information, for 2020, the fixed annual compensation of Mr CarlosTAVARES,Chairmanof the ManagingBoard,amountsto €1,700,000, that of Mr Olivier BOURGES to €580,000, that of Mr Maxime PICAT to €800,000 and that of Mr Michael LOHSCHELLER to €800,000. For information,if a memberof the ManagingBoard is requiredto carry out duties from abroad, he or she may enjoy conditionsfor expatriation inaccordancewiththerelevant Grouppolicy. Moreover,in the eventof the resignationor endof the termof office of any of the membersof the ManagingBoard, compensationfor that termof officeis paidon a pro-rata basis.

Based on a share price at €12. (1)

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT