PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Compensation of company officers

Additionalcompensationis also planned from 1 January2020 for membersof the Boardand non-votingmembersresidentoverseas, to takeinto accountadditional time spent travelling to meetings. This additional compensationfor any travel to the Groupe PSA registeredoffice to attend a SupervisoryBoard and/or committee meeting isset at: €1,500 for Boardmembersand €1,000for non-votingmembers n resident inEurope (including the UK), excluding France;

€3,000for Boardmembersand €2,000for non-votingmembers n resident outsideEurope. Allowancesin additionto theseitemsare awardedto the Chairmen of each of the committees,in compensationfor their preparation andsuperintendence of thosecommittees’proceedings. Additional compensation of €40,000 is allocated to members appointed asVice-Chairmen under the shareholder agreement.

Followinga decision by the Board, the total amount of compensationwould be allocatedas follows, subject to the approval of the compensationpolicy bythe Shareholders’ General Meeting:

Forattendance atcommittee meetings:

Forattendance atBoardmeetings:

Chairmanship ofa committee:

Fornon-members:

fixed part: €16,000; > variable part: €24,000 if 100% > of meetings are attended*, prorated for absences.

fixed part: €6,000; > variable part: €9,000 if 100% > of meetings are attended*, prorated for absences.

Chairman of the Finance and AuditCommittee: fixed part: €12,000; > variable part: €18,000 if 100% > of meetingsare attended*, prorated for absences. Chairmanship of other committees: fixed part: €8,000; > variable part: €12,000 if 100% > of meetingsattended, includingby audio-conference or video-conference.

fixed part: €8,000; > variable part: €12,000 if 100% > of meetingsare attended*, prorated for absences.

*Additional compensation is allocated each timea member travels tothe Groupe PSA registered office to attend a Supervisory Board and/or committee meeting: €1,500 forBoard members and €1,000 for non-voting members esident in Europe (including the UK), excluding France; > €3,000 forBoard members and €2,000 fornon-voting members esident outside Europe. >

In the event of the total amount of €1.27 millionbeing exceeded during a given year, a reductioncoefficientwill be applied to the amount of the compensation attributable to members and non-votingmembersof the SupervisoryBoard.For terms of office expiring,or appointmentsto office during the year, entitlementto the fixedportionof the compensationattributable is prorated,while entitlementto the variableportionis calculatedon the basis of the total number ofmeetingsduringthe year.

The Companyreimbursesthe membersof the SupervisoryBoard the expenses incurred for the performance of their duties in accordance with the Supervisory Board’sinternal regulations. Asidefromthe aforementioned compensation, there is no provision in the compensation policy for any other component of compensation for membersof the Supervisory Board. No benefits in kind have been awarded to Supervisory Board members,with the exceptionof a companycar providedfor the Chairman.

Components of compensation and benefits allocated 3.2.3. to executive company officers for the 2019 financial year

Pursuantto Article L. 225-100of the French CommercialCode, as amended by Order No. 2019-1234 of 27 November 2019, the shareholders’approvalis requiredfor componentsof compensation and fringe benefits due or allocated in respect of the elapsed financial year to the Chairmanof the ManagingBoard ( eleventh resolution ), to the members of the Managing Board ( tenth to fifteenth resolutions ), and to the Chairman of the Supervisory Board ofthe Company ( sixteenthresolution ).

These components of compensationwhich, in accordance with Article L. 225-68of the French CommercialCode, are included in this reportby the SupervisoryBoardon corporategovernance,are presentedin the ManagingBoard’sReporton the draft resolutions, to be foundin the Brochurecontainingthe Noticeof meetingof the Shareholders’General Meeting on 25June 2020. The details of compensationfor the members of the Managing Boardand for the membersof the SupervisoryBoardare included respectively in Section 3.2.4andSection 3.2.5. For information,in 2019 the membersof the ManagingBoard did not receive any compensation or attendance fees for other Groupe PSAcompanies.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT