PSA - 2019 Universal Registration Document

ANALYSIS OF THE BUSINESS AND GROUP OPERATING RESULTS IN 2019 AND OUTLOOK Major contracts

MAJOR CONTRACTS 4.4.

On 17 December2019,FCAandPSAenteredintoa combinationagreement(the“ combinationagreement ”) providingfor a mergerof their businesses(the “ merger ”). In addition,certainshareholdersof FCA and PSA havemade undertakingsto supportthe mergerand, among otherthings,votetheirsharesin favorof themergerat theirrespectiveextraordinarygeneralmeetingsof shareholders.Belowis a summary of thetransaction and the main provisions of the combination agreement and the shareholders’ undertakings.

Transaction Structure and Merger Consideration

DutchCo Board Composition

The combination agreement provides that after closing of the mergerthe Board of Directorsof DutchCo(the “ DutchCoBoard ”) shall be a single tier board initially composed of 11 members, including the following initial directors: the CEOof DutchCo; n two (2)IndependentDirectors nominated by FCA; n two (2) Independent Directors nominatedby PSA; n two (2)directorsnominatedby Exor; n one (1) directornominatedby Bpifrance (1) (or EPF/FFP,as further n described below); one(1) directornominated byEPF/FFP; and n two (2)employeerepresentatives. n Forthesepurposes,“IndependentDirector”meansa directormeeting the independence requirements under the Dutch Corporate GovernanceCode and, with respect to members of the Audit Committee, also meeting the independence requirements of Rule 10A-3 under the Exchange Act, and the NYSE listing requirements. The rightsof Exor,EPF/FFPand Bpifranceto nominatethe number of directorsmentionedabovealso applyto futuretermsof officeof the DutchCoBoard;provided that: if the number of DutchCo common shares held by Bpifrance, n and/oranyof its affiliates,or EPF/FFP,and/oranyof its affiliates, falls below5% of the issued and outstandingDutchCocommon shares,suchshareholdershallno longerbe entitledto nominatea director(in which case, any directornominatedby Bpifranceor EPF/FFP, as the case may be, shall be required to promptly resign); and if, at the Effective Time, at any time within the six (6) years n following the closing of the merger or on the sixth (6th) anniversaryof the closingof the merger,both (i) the numberof DutchCocommonsharesheld by EPF/FFPand/ortheir affiliates increasesto 8% or more of the issuedand outstandingDutchCo commonsharesand (ii) the numberof DutchCocommonshares heldby Bpifranceand/orits affiliatesfalls below5% of the issued andoutstandingDutchCocommonshares,thenEPF/FFPshallbe entitledto nominatea seconddirectorto the DutchCoBoard to replace the Bpifrance nominee (the “ EPF/FFP Additional Director ”). Nomination Rights

If the merger is approved by the requisite votes of the FCA shareholdersand the PSA shareholdersand the other conditions precedentto the merger are satisfiedor, to the extent permitted under the combinationagreementand by applicablelaw, waived, PSA will be merged with and into FCA; The combined entity (“DutchCo”)will be namedby mutual agreementof FCA and PSA with effect from the day immediatelyfollowingcompletionof the merger. The closing of the merger shall take place on the second Friday aftersatisfactionor (to the extentpermittedunderthe combination agreementand by applicablelaw) waiverof the closingconditions and the merger shall be effective at midnight (Central European Time) following the signing of the merger deed (the “ Effective Time ”), at whichtime,the separatecorporateexistenceof PSAshall cease,andDutchCoshallcontinueas the sole survivingcorporation, and, by operationof law, DutchCo,as successor,shall succeedto and assumeall of the rights and obligations,as well as the assets and liabilities,of PSAin accordancewithDutch lawandFrenchlaw. At the Effective Time, by virtue of the merger and without any action on the part of any holder of PSA ordinary shares or FCA common shares, PSA shareholderswill have the right to receive 1.742 DutchCocommon shares for each PSA ordinary share that they hold and each issuedand outstandingcommonshare of FCA shallremainunchangedas one (1) commonsharein DutchCo.There will be no carryoverof the existingdouble voting rights currently held by Exor in FCA pursuant to the existing FCA loyalty voting structure.To that end, the combinationagreementprovidesthat at the EffectiveTimeall specialvotingsharesof FCAheldby Exorwill be reacquired byDutchCofor no consideration.

Governance of DutchCo

The combination agreement provides for certain arrangements relatingto the governanceof DutchCo,includingcausingDutchCo to adopt, immediatelyfollowingthe EffectiveDate, new articlesof association,Board regulationsand a loyalty voting programmein the agreed form. The principal terms of such governance arrangementsare summarized below.

Bpifrance shall include jointly Bpifrance Participations S.A. and its wholly-owned subsidiary Lion Participations SAS. (1)

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT