PSA - 2019 Universal Registration Document

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

As an exceptionto the foregoing,if, at the EffectiveTime or within six (6) yearsof the EffectiveTime: the numberof DutchCocommonsharesheldby Bpifranceand its n affiliates,on the one hand, or EPF/FFPand its affiliates,on the other hand, representsbetween 4% and 5% of the issued and outstandingDutchCocommon shares (the “ ThresholdStake ”); either Bpifranceor EPF/FFPhas not lost its right to nominatea n directorin accordance with the precedingparagraph;and the number of DutchCo common shares held by Bpifrance, n EPF/FFPand their respectiveaffiliatesrepresents,in aggregate, 8% or more of the issued and outstandingDutchCo common shares, the shareholderwhich holds the ThresholdStake will maintain its right to nominatea director to the DutchCoBoard until the sixth (6th) anniversaryof the closingof the merger(it beingunderstood that while Bpifranceis entitledto nominatea directorpursuantto thisproviso,EPF/FFPshallnot be entitledto nominatetheEPF/FFP AdditionalDirector). Additionally,Exor’s right to nominatedirectorswill decreasein the event Exor and/or its affiliates reduce their equity ownership in DutchCoas follows: if the number of shares held by Exor and/or its affiliates falls n below the numberof shares correspondingto 8% of the issued andoutstandingDutchCocommonshares,Exorwill be entitledto nominate one (1) directorinsteadof two (2); and if the number of shares held by Exor and/or its affiliates falls n below the numberof shares correspondingto 5% of the issued and outstandingDutchCocommonshares,Exorwill no longerbe entitled tonominate adirector. In such cases,the directordesignatedby Exor for resignationfrom amongthe directorsnominatedby Exor shall be requiredto resign as promptlyas reasonablypracticableafterthe numberof DutchCo common shares held by Exor and/or its affiliates falls below the applicablethreshold. Any event or series of events (includingany issue of new shares) otherthana transfer(includingtransferunderuniversaltitle)of PSA shares or DutchCoshares shall be disregardedfor the purposeof determining whether the applicable shareholder reaches the relevantthreshold(s). The combinationagreementprovides that the followingpositions shall be filledby the followingindividualsfromthe day immediately after the closing of the merger: Chairman:John Elkann; n CEO:Carlos Tavares; n Vice-Chairman: a directornominated byEPF/FFP; and n SeniorIndependentDirector:an IndependentDirectornominated n by PSA. The initial term of office of each of the Chairman, CEO, Senior IndependentDirectorand Vice-Chairmanshall be five (5) years, in eachcasebeginningat the day immediatelyafter the closingof the merger.The initialtermof officefor eachof the otherdirectorsshall be four (4) years. Mr Elkann and Mr Tavares will be the only Executive Directors. The Board regulationsprovide that, in addition to the Chairman’s otherpowersset out in the Boardregulations,if the Chairmanis an ExecutiveDirector,he or she will be consultedand work together with the CEOon that basison importantstrategicmattersaffecting DutchCoas set forth inthe Board regulations. In addition to his/her powers set out in the DutchCoArticles of Associationsand Boardregulations,the CEOwill be responsiblefor the managementof DutchCo in accordancewith the Dutch Civil Code and will be vested with full authorityto representDutchCo individually. Initial Management of DutchCo

The Senior IndependentDirector (acting as the voorzitter under Dutch Law) shall presideover the meetingsof the DutchCoBoard and shall be vestedwith the powersto convenethe Boardand the generalmeetingsof shareholdersof DutchCo.

Voting Limitations

The combination agreement provides that under the DutchCo articles of associationno shareholder,acting alone or in concert, togetherwith votes exercisedby affiliates of such shareholderor pursuantto proxies or other arrangementsconferringthe right to vote, may cast 30% (the “ VotingThreshold ”) or more of the votes cast at any generalmeetingof shareholdersof DutchCo,including aftergivingeffectto any votingrightsexercisablethroughDutchCo special voting shares. Any voting right in excess of the Voting Thresholdwill be suspended.Furthermore,the DutchCoarticlesof associationwill providethat,beforeeachShareholders’Meeting,any shareholderholdingvotingrightsin excessof the VotingThreshold shall notify DutchCoof its shareholdingand total voting rights in DutchCoand provide, upon request by DutchCo,any information necessary to ascertain the composition,nature and size of the equity interest of that person and any other person acting in concert with it. This restriction (i) may be removed by the affirmative vote of the holders of two-thirds of the issued and outstandingDutchCocommonshares(for the avoidanceof doubt, without giving effect to any voting rights exercisable through DutchCospecial voting shares, and subjectto the aforementioned 30% votingcap) and (ii) shall lapse upon any personholdingmore than 50% of the issued and outstandingDutchCocommonshares (other than DutchCospecial voting shares)as a result of a tender offer forDutchCocommonshares. Each of Exor, Bpifrance,EPF/FFPand Dongfeng(the “ Reference Shareholders ”), in its capacity as shareholderof PSA or FCA, as applicable, has entered into a letter agreement (a “ Letter Agreement ”) with PSA or FCA, as applicable,settingforth, among other things,the followingundertakingsrelatingto the mergerand the future governance of DutchCo: support of the merger - Each Reference Shareholder has n undertakento vote or cause to be voted all shares owned or controlledby it or as to whichit has the powerto votein favorof any decision in furtheranceof the approvalof the transactions contemplatedby the combinationagreementthat is submittedto the shareholders; standstill - Each ReferenceShareholdershall be restrictedfrom n buying shares to increase its interest in PSA, FCA (before the merger)or DutchCofor a periodendingsevenyearsfollowingthe Effective Time, except that EPF/FFP may increase its shareholdingby up to a maximumof 2.5% in DutchCo(or 5% in PSA) by acquiring shares from Bpifrance and/or Dongfeng and/oron the market,providedthatmarketacquisitionsmay not representmorethan 1% of the DutchCocommonsharesor 2% of the PSA ordinary shares plus, if applicable,the percentageof DutchCo common shares (or PSA ordinary shares) sold by Bpifrance tobuyers other than EPF/FFPor any ofits affiliates; Shareholders Matters

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT