PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Compensation of company officers

The proposed plan is based on exceptional compensation amounting to a maximum of one year of fixed salary paid to Mr CarlosTAVARESand Mr OlivierBOURGESonce the merger of the twogroupshas beensuccessfullyfinalisedandunderconditions approved by the Board in the interests of Groupe PSA.Indeed, Mr CarlosTAVARESand Mr OlivierBOURGESare playinga leading role infinalisingthe project. In the cases of Mr MichaelLOHSCHELLERand Mr MaximePICAT, thiscompensationwouldbe paid intwo equaltranches. The first tranche would be paid once the merger of the two n groups has been successfullyfinalisedand under conditionsset by the Board. The secondtranchewouldbe paid one year after the finalisation n of the project,subject to the presenceof the employeesin the Group and evidence of compliance with pre-conditions, particularly the implementation of a plan confirming the announced synergy gains. The inclusionof this exceptionalcompensationcomponentin the compensationpolicyof themembersof the ManagingBoardwill be submittedfor the approvalof the Shareholders’GeneralMeetingon 25 June 2020. Pension scheme A new annualdefined-contribution pensionsystemis in place since 1 January2016,for executivecompanyofficersandmembersof the ExecutiveCommitteeof the Group. It replacesthe defined-benefit plan that was terminatedeffectivewith effect from 31 December 2015.The scheme isdescribed indetail below.

The whole plan had been authorisedby the SupervisoryBoard in accordancewith the procedureon related party agreementsand commitmentsand, followingthe StatutoryAuditors’SpecialReport, was submittedfor the approvalof shareholdersat the Shareholders’ GeneralMeeting on27 April2016 (4th resolution). Uponthe reappointmentof themembersof theManagingBoardfor the 2017 financial year, it was reapprovedby the Shareholders’ GeneralMeeting on10 May2017(4th resolution). Underthis system,the Companyno longeroffersguaranteedlevels of retirement income, but will pay out an annual benefit that is directly tied to the Group’s results and performance. The contribution is equivalentto 25%of the amountrepresentedby the executive’ssalaryand bonusfor the year. The purposeof including thebonusin the calculationbaseis to ensurethatthe contribution is tiedto Groupperformance. Mr MichaelLOHSCHELLERbenefits from the defined contribution pension scheme in place at Opel AutomobilesGmbH. The annual top-up contribution is based on the fixed compensation, a contribution of 1.75%, a maximum contribution of 10.5% and a multiplying factor based on age. Other compensation orbenefits The onlybenefitsin kindprovidedto ManagingBoardmembersare a company car andmedical insurance. There is no other compensationor fringe benefitother than those stated in Section 3.2.1.There is no particular commitmentto the members of the Managing Board, past or present, concerning benefits due upon the completion of their term (including end-of-term or non-compete indemnities). ANNUAL OVERALL AMOUNT OF COMPENSATION OF THE SUPERVISORY BOARD ANDRULES FORALLOCATION In accordancewith the law and the recommendationsof soft-law, the members of the Supervisory Board of Peugeot S.A., and non-votingmembersreceivecompensation the totalannualamount of which is set by the SupervisoryBoardand authorisedeach year by the Shareholders’GeneralMeeting.The methodof allocation,as determined by the Supervisory Board, takes account of the effectiveattendanceof themembersat meetingsof that Boardand of thespecialistcommittees. Since 2016, the SupervisoryBoardhas introduceda predominantly variable portion in the attendance fees, in accordancewith the recommendations of the AFEP-MEDEF Code (Section 20) to encouragememberattendance. The total amountof compensationallocatedto the Boardfor 2020, as recommended to the SupervisoryBoard,is equalto €1.27 million (excludingthe aforementionedcompensationof the Chairmanof the SupervisoryBoard).This totalannualamountis usedto allocate to each member of the Supervisory Board a fixed portion in compensation for eachmember’sattendanceat and contributionto the meetingsof the Boardand of the committees,togetherwith a variableportion to reflect actualattendance at meetings.

Principles and criteria for determining the compensation 3.2.2. for the members of the Supervisory Board and its President

COMPENSATION OF THE CHAIRMAN OF THE SUPERVISORY BOARD

The compensationof the Chairmanof the SupervisoryBoard was set by the SupervisoryBoard, having regard to the role of the currentChairman,LouisGALLOIS,on the Boardand his experience andexpertise. The amountsof his compensationhave remainedunchangedsince 2014, including for the 2020financial year. For 2020, the annual fixed compensation of Louis GALLOIS, Chairmanof the Supervisory Board, amounts to €300,000. Louis GALLOIS has waivedthis compensation eachyear since2014.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT