PSA - 2019 Universal Registration Document

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL Ownership structure

DISCLOSURE THRESHOLDS PER THE COMPANY BY-LAWS IN 2019 In a letter receivedon 20 June2019, EPIC BPIfrancedisclosedthat on 19 June 2019 it had indirectly, through Lion Participations, crossedover the thresholdsper the Companyby-lawsof 10%, 11%, 12%, 13%,14%and 15% ofthe voting rights.

It crossedthese thresholdsdue to the acquisitionof doublevoting rights following the purchase of Sogepa’sshares on19 June 2017.

Date of threshold crossing

% of voting rights after crossing

No of shares after crossing

% of capital after crossing

Shareholders

Direction Threshold crossed

AQR Capital Management, LLC

20 March 2019 Upwards 2% of share capital

18,187,877

2.01%

1.59%

10%, 11%, 12%, 13%, 14% and 15% of voting rights 110,622,220

BPIfrance via Lion Participation SAS

19 June 2019 Upwards

12.22%

17.58%

14% of voting rights

FFP

19 June 2019 Downwards

84,323,161

9.32%

13.40%

The Groupe familial Peugeot (Peugeot family interests) (EPF/FFP)

19% and 18% of voting rights 110,622,220

19 June 2019 Downwards

12.23% 3.27%

17.58% 2.35%

Blackrock

22 August2019

Upwards 3% of share capital

29,606,490

Different voting rights 7.3.2.

Fully paid-upsharesregisteredin the name of the same holderfor at least two years shall carry doublevoting rights at Shareholders’ Meetings. In the event of a capital increase through the capitalisationof retainedearnings,profits or additionalpaid-incapital,the resulting bonus shares distributedin respect of registeredshares carrying double voting rights will similarly carry double voting rights. In

accordancewith the law, double voting rights will be lost if the shares are converted into bearer form or transferredto another shareholder,unless the transfer takes place due to an inheritance, the liquidationof a marital estate or a gift toa spouse orheir. Doublevotingrightsmaybe cancelledby voteof the Extraordinary General Meeting and after ratificationby the special meeting of Beneficiary Shareholders (according to the Company by-laws).

Shareholders’ agreement 7.3.3.

A shareholders’agreementsignedbetweenDFG,DMHK,the French State, SOGEPA,EPF/FFPand the Company,in force since 29 April 2014 for a ten-yearperiod, governsthe relationshipsbetweenthe main shareholders of the Company. As from 19 June 2017, SOGEPAhas ceased to be a party to the shareholders’agreement,sinceit soldthewholeof its interestin the Company’s capital to Bpifrance via its Lion Participations SAS subsidiary.BPIfrancehas consequentlyjoined the agreementand legallyreplaced SOGEPA. In accordance with the shareholders’ agreement: DMHK,BPIfranceand EPF/FFPare free to transferall or part of n their shares. Prior to any transfer of shares on the market by these parties, the shareholder(s) concerned are required to informthemanagementof theCompanyanddiscussit withthem in order to limit the impactof such a transferon the shareprice. Other than this requirement,DMHK, BPIfranceand EPF/FFPare not subject to further constraints on to the transfer of their shares.There isno pre-emptive clause or tag-along rights;

DMHK(andDFG),BPIfranceandEPF/FFPshallnot act in concert n with respectto the Company.This agreement,signedby eachof the shareholders to protect its capital expenditure and own interests as a shareholder of the Company, does not aim to establisha commonpolicy with regard to the Companywithin the meaningof Article L. 233-10of the FrenchCommercialCode. The Group’sstrategywill be determinedby the ManagingBoard under the supervisionof the SupervisoryBoard. The signing of the framework agreement between the Company and DFG strengthens the long-standing partnership between the two groups and in no case represents a shift in the strategy of Groupe PSA. To the best of the Company’s knowledge, no other agreement currently exists which if implementedmight entail a change in controlof the Companyor have the effectof delaying,deferringor preventinga change incontrol.

Measures taken by the Company to ensure that control is not 7.3.4. abused

No shareholderholds, directly or indirectly, alone or in concert, are taken, namely: the presenceof independentmemberson the controlof the Company.Measureshave been introducedto ensure Boardand its committees,the presenceof one SeniorIndependent that shareholdersthat haveproposedthe appointmentof members Member and procedures for handling conflicts of interests (see to the SupervisoryBoarddo not abusetheirpowerswhendecisions developments in Section 3.2of thisRegistrationDocument).

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT