PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Compensation of company officers

On 25 February2019, the SupervisoryBoard decided to allocate performanceshares to membersof the ManagingBoard (LTI Plan 2019), as authorised by the Shareholders’ General Meeting on 25 April 2019. Under this LTI 2019 Plan, the SupervisoryBoard resolved on the allocationof 130,000 performance shares to the Chairmanof the ManagingBoard,and of 60,000 suchsharesto the othermembers of theManagingBoard.Theseperformanceshareawardsare partof an overallplan encompassingseveralhundredseniorand executive managers of the Group, for a total of 3,100,000 shares (representing0.34% of the share capital).

On 25 February 2020 the number of shares allocated to the Chairman of the Managing Board and the members of the SupervisoryBoardwas calculatedin applicationof the cap rule of 60% of the amountof fixed and variablecompensationset by the Supervisory Board. The vesting period of the performanceshares is divided into two stages:the sharesvest in two tranches,with50%vestingafterthree yearsand50% after four years. The final numberof sharesvestedat the end of eachvestingperiod will be determinedbased on the Group’s actual performancefor three consecutive financial years(2019-2021).

Vesting issubject tothe following three performance conditions:

Fractionofsharesinitially allocated

Typeofperformance objective

Triggerthreshold

Target

Beyond the trigger threshold, the number ofsharesthat will vestwill vary on a linear basis up to 100%of the shares vested if the performance objective is achieved. Beyond the trigger threshold, the number ofsharesthat will vestwill vary on a linear basis up to 100%of the shares vested if the performance objective is achieved.

50% offraction 1shares will be vested if the trigger threshold is reached. If thistriggerthreshold is not attained,no shareswill vest. 50% offraction 1shares will be vested if the trigger threshold is reached. If the trigger threshold is not reached no shares will be v sted Thevestingof 100% ofFraction 3 shares is conditional upon the performance objective being met.

Automotive division adjusted operatingmargin (2019-2021 average)

Fraction 1 For 70% ofshares

Group World Automotive quality failure rate (2019-2021 average) Level ofCO ² emissions from vehicles sold in Europe in 2020-2021

Fraction 2 For 15% ofshares

Fraction 3 For 15% ofshares

The figures are not made public for confidentiality reasons. Thisplan doesnot includea lock-up period. Thisgrantincludes,for eachmember of theManagingBoard: an obligationto retain,in registeredformand until the cessation n of theirrole, at least25%of the numberof vestedshares(subject to the performanceconditions being met) at the end of the vestingperiod;and

a commitmentto refrainfromcarryingout transactionsto hedge n their riskon the awarded shares. Thesevestingand lock-upconditions,applicableto eachmemberof the ManagingBoard, will cease to apply when a memberholds a 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.

PERFORMANCE SHARES BECOMING AVAILABLE DURING THE FINANCIAL YEAR FOR EACH EXECUTIVE COMPANY OFFICER (TABLE NO. 7 AFEP-MEDEF CODE)

At its meetingon 22 February2017, the SupervisoryBoard noted that 100% of performanceconditionsunder the 2015 LTI plan had beenmet and the definitiveallocationof sharesto eachmemberof the ManagingBoardunderthis plan.Thesesharesbecameavailable on 1 March2019 at theendof the 2-year retention period.

At its meetingon 24 April2019, the SupervisoryBoard noted that 100%of performanceconditionsunder the 2016 LTI plan had been met and the definitivevestingof sharesallocatedto each member of theManagingBoard under thefirst trancheof thisplan.

Number of shares having become available during the financial year

(Nominative list) Carlos TAVARES

No. and date of plan

N° 2015 of 27/02/2015 N° 2016 of 02/06/2016 N° 2015 of 27/02/2015 N° 2016 of 02/06/2016 N° 2015 of 27/02/2015 N° 2016 of 02/06/2016 N° 2015 of 27/02/2015 N° 2016 of 02/06/2016 N/A

130,000 65,000

Olivier BOURGES Member of the Managing Board since 01/03/2019

40,000 15,000

Michael LOHSCHELLER Member of the Managing Board since 01/09/2019

N/A

Maxime PICAT

40,000 20,000 65,000 30,000

Jean-Christophe QUÉMARD Member of the Managing Board until 31/08/2019

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT