PSA - 2019 Universal Registration Document

PEUGEOT S.A. FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2019 Statutory Auditors’ Report on related party agreements

STATUTORY AUDITORS’ REPORT 6.7. ON RELATED PARTY AGREEMENTS

This isa translation into Englishof a report issuedin French and it is providedsolely forthe convenience of English-speaking users. This report should be read in conjunctionwith, and construed in accordancewith, French law and professionalstandards applicable in France.

To the Annual General Meeting ofPeugeot S.A.,

In our capacityas statutory auditors of your Company, we hereby present to you our reporton relatedpartyagreements. We are requiredto informyou,on the basisof the informationprovidedto us, of the termsandconditionsof thoseagreements indicatedto us, or that we may have identifiedin the performanceof our engagement,as well as the reasonsjustifyingwhy theybenefitthe Company. We are not requiredto giveour opinionas to whethertheyare beneficialor appropriateor to ascertainthe existenceof otheragreements. It is yourresponsibility, in accordancewithArticle R. 225-58 of the FrenchCommercialCode( Codede commerce ), to assessthe relevance of these agreements and commitments prior to theirapproval. We are also required,where applicable,to inform you in accordancewith Article R. 225-58of the French CommercialCode (Code de commerce) of the continuationof the implementation, duringthe yearended31 December 2019, of the agreementspreviouslyapprovedby the AnnualGeneral Meeting. We performedthoseprocedureswhichwe deemednecessaryin compliancewith professionalguidanceissuedby the FrenchInstituteof StatutoryAuditors (Compagnienationaledes commissairesaux comptes) relatingto this typeof engagement.Theseproceduresconsisted in verifying theconsistencyof the information provided to uswiththerelevant source documents. AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL TO THE ANNUALGENERAL MEETING In accordancewithArticle L. 225-88of the FrenchCommercialCode(Codede commerce),we havebeennotifiedof the followingrelated partyagreements which received priorauthorization fromyour Supervisory Board. 1. With Bpifrance’s group Companies (shareholder with more than 10%of the voting rights) Persons concerned Mrs AnneGuérin, permanent representativeof BPIfranceParticipationson the Supervisory Board of yourCompany. n Mr DanielBernard, permanent representative of Lion Participations on the Supervisory Board of yourCompany. n Natureandpurpose At its meetingof December 17,2019, the SupervisoryBoard of your Companyauthorized,pursuantto Article L. 225-86of the French CommercialCode, the conclusionof a letter of commitmentbetween Bpifrance Participations,and its subsidiaryLion Participations (hereinafter collectively “BPI”) andPSA,which wasexecutedon the sameday. The conclusionof this commitment letteris part of the contextof the CombinationAgreemententeredintoon the sameday betweenPSA and Fiat ChryslerAutomobilesN.V. (“FCA”)to set out the termsand conditionsfor the completionof the proposedmerger(the “Merger”) betweenthe PSAandFCA groupsannounced on October 31, 2019 andon December 19, 2019. Terms and Conditions BPI hasundertakento makethe following key commitments under the letterof commitment: Commitmentof support : BPI has undertakento vote in favor of the Mergerat the PSA’sannualgeneralmeetingcalledto approvethis n transaction. Standstillcommitment : BPI has undertakennot to acquire,aloneor in concert,sharesof PSA,FCAor the futurecombinedentityuntilthe n seventhanniversaryof the completion of the Merger. Conservationcommitment : BPI may not sell its interest in PSA and then in the future combinedentity until the third year of the n completionof the Merger.As an exceptionto the foregoing,BPI may sell sharesof PSAor of the futurecombinedentitywithinthe limit of 2.5% ofthe sharecapitalof the future combined entity (or 5%of the sharecapitalof PSA).

No financialconsideration is due underthe engagement letterwithBPI. Reasons justifying why theCompanybenefitsfromthe agreement

Your SupervisoryBoard gave the following reasons: the SupervisoryBoard considered that the commitmentletter with BPIfrance ParticipationsandLionParticipations is justifiedin lightof PSA’scorporateinterestin contributing to the completionof theMergerbetween PSA and FCA, a transactionwhosebenefitsfor Peugeot S.A.were recognizedby the SupervisoryBoard at its meetingson October 30, 2019 andDecember 17, 2019.

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT