PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Compensation of company officers

The targetsfor 2020 specificto each memberof the ManagingBoard for the purposesof determiningthe variableelementare detailed below:

Threshold distribution/Targets Objectives

Percentage of variablepart

Typeofcriterion

Targetsspecific to each executive company officer, representing 20% of the maximum variable part

DPCA freecashflow >

Economic

5%

CarlosTAVARES – Chairman of the Managing Board:

Corporate Social Responsibility 10% Corporate Social Responsibility 5%

Workplace safety >

Percentageof women in Group Top Management >

Economic performance Economic performance Economic performance Economic performance Economic performance Economic performance

R&D + CAPEX >

10%

Olivier BOURGES:

10%

Closing FCA >

OV Europe market share >

10%

Michael LOHSCHELLER:

OV adjusted operating income >

10%

Europe market share >

10%

Maxime PICAT:

Europe region adjusted operating i come >

10%

As such, the Supervisory Board has opted to standardise the variablecompensationstructureacrossthe wholeManagingBoard andExecutive Committee. The SupervisoryBoarddoes not wish to publishthe targetsgiving entitlementto variablecompensationfor reasonsof confidentiality since these are linkedto theCompany’s strategic plan. Multi-year variable compensation No multi-yearcompensation schemegivingrise to paymentin cash was included in the compensationpolicy for executive company officers in respect of 2020. Long-term compensation (performance share award policy) The long-term compensation mechanism giving rise to the allocation of performance shares was maintained in the compensationpolicy for executivecompanyofficers in respect of 2020. Performanceshare awardplans are set up each year to encourage members of the Managing Board to factor in the long-term consequences of their actions, to maintain their loyalty and encouragethe alignmentof their interestswith corporateinterests and the interestsof the shareholders.Eachyear, hundredsof senior and executivemanagersand key talents within the Group benefit fromperformance action plans. Theseplanshave been put in placepursuantto the authorisation to awardperformance sharesto employeesand to executivecompany officers,givenbytheShareholders’ GeneralMeeting. On the basis of the currently-applicable authorisation,givenby the Shareholders’General Meeting of 24 April 2018 (22nd resolution), the number of shares that may be awarded to members of the ManagingBoardmay not exceed0.15%of the share capitalover a 26-monthperiod.As a reminder,this sub-limitis part of an overall limiton performance share awards,of 0.85% ofthe sharecapital.

Under this authorisation,the allocationof performanceshare plans to theirbeneficiariesmayonlybecomedefinitivefollowinga vesting period determinedby the ManagingBoardwhichmay not be less than three years. The definitive number of shares allocated is calculated based on a performanceperiod of three consecutive financialyears.TheManagingBoardis freeto decidewhetheror not to set a lock-up period. Vesting is subject to one or more performanceconditionsset by reference to targets internal and/or external to the Group and connectedwith the Group’sstrategicplan. None,someor all of the shareswill vest,dependingon the degreeto whichthe performance objectivesdefined under the performance share grantare met. The Universal Registration Document includes, for each plan, informationon vested shares and informationon zero, partial or total achievement for eachperformance condition. The performance share plan targets are consistent with their contribution to the Group’s strategic objectives over the performance measurement period. Eachgrantwillinclude,for eachmemberof the ManagingBoard: an obligationto retain,in registeredformand until the cessation n of their role,at least25%of the numberof vested shares; a commitmentto refrainfromcarryingout transactionsto hedge n their riskon the awarded shares. The lock-upconditionmentionedabove,applicableto eachmember of the ManagingBoard,will ceaseto applywhena memberholdsa numberof registeredsharesthat is equalto morethantwo yearsof their gross salary. However, the conditions shall automatically re-applyif thenumberof saidsharesfallsbelowthe targetlevel.The calculationwill take into account the price of the share on the vestingdateof the performance shares. Vesting is conditional upon presence except in cases of death, invalidity orretirement. In all other cases than those listed above,the beneficiaryshall lose their rights to vest shares definitivelyand for all shares actually allocated, even if the performance conditions have b en met.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT