PSA - 2019 Universal Registration Document

CORPORATE GOVERNANCE Management and supervisory bodies

Governance principles For many years, Peugeot S.A. has complied with the recommendations contained in the AFEP-MEDEF Corporate GovernanceCode,afteradaptingit for a joint-stockcompanywitha ManagingBoard and a SupervisoryBoard, and with its application guide. ThisCodemay be viewed online at http://www.medef.com/. A table summarisingthe departuresfrom the AFEP-MEDEFCode withthe relatedexplanationscanbe foundin [Section 3.1.6]. Report of theSupervisoryBoard oncorporate governance Thissection oncorporate governance reports on: the membershipof the Managing Board and the Supervisory n Board, and it presents the corporate officers, listing their directorships and positions; the diversitypolicy implementedon the SupervisoryBoard,with n particular reference to the balanced representationof women andmen;

the methods and proceduresfor preparingand organisingthe n work ofthe Supervisory Board, and its operating procedures; the principles and standards set by the SupervisoryBoard to n determinethe policyfor compensationof corporateofficers,and the total compensation,the benefitsof all kinds awardedto the corporateofficersin respectof the elapsedfinancialyear,and the commitmentsof all kindsmadeby the Companyin favourof the corporate officers. This informationformspart of the Reportof the SupervisoryBoard on corporate governance pursuant to Article L. 225-68of the FrenchCommercial Code. For information,theReporton corporategovernancewasapproved by the Supervisory Boardat itsmeetingon 25 February 2020. For all detailed information concerning the share capital and financialmatterswith likely repercussionsin the event of a public offer for purchase or exchange,please refer to Section 7 of this Universal Registration Document. For any informationconcerningrelated-partyagreements,please referto Section 6.7;for the SupervisoryBoard’sobservationson the activityfor the past financialyear, the financialstatementsand the Management Report of the Managing Board, please refer to Section 5.6 of this Universal Registration Document.

MANAGEMENT AND SUPERVISORY BODIES

3.1.

Since 1972, Peugeot S.A.has had the form of a oversightand control.This separationis particularlywell-suitedto (joint stock corporation)with a two-tier managementstructure meeting concerns about the balance of powers between the comprising a Managing Board, responsible for strategic and executive functions and oversight functions as reflected in the operationalmanagement,and a SupervisoryBoard,responsiblefor principles of corporate governance. Société Anonyme

The Executive Management of Groupe PSA and the Managing

3.1.1. Board

GROUP EXECUTIVE MANAGEMENT

CHANGES IN 2019 On 25 February2019, the SupervisoryBoard decided to appoint Olivier BOURGES, Executive Vice-President, Programmes and Strategy,to the ManagingBoard, effective 1 March 2019 until the expirydate of the termof office of the ManagingBoardon 2 April 2021. Jean-ChristopheQUEMARDresignedfromhis positionas a member of the Managing Board; this resignation, about which the SupervisoryBoard was notified on 23 July 2019, took effect on 1 September 2019. In addition,at its meetingon 23 July 2019, the SupervisoryBoard decided to appoint Michael LOHSCHELLER (who serves as ManagingDirectorof the Group’s largest Germansubsidiary,Opel Automobiles GmbH) to the ManagingBoard, effective1 September 2019 until the expiry date of the term of the ManagingBoard on 2 April2021.

The Global Executive Committee (GEC) is responsible for the Group’s executivemanagement. Its membersare detailed in the Group organisationalstructure in Section 1.2 of this Universal Registration Document. THE MANAGING BOARD ManagingBoardmembersare appointedby the SupervisoryBoard for four-year terms. They may be removed from office by the Supervisory Board pursuant to the Company by-laws, or by shareholders in a Shareholders’GeneralMeeting,in accordancewith Frenchcompanylaw. The term of office of the servingmembersof the ManagingBoard was renewed by the Supervisory Board at its meeting on 22 February2017,for a four-year term, until April 2021.

Dateofeffect

Changeoccurred

1 March 2019

Appointment of OlivierBOURGES by the Supervisory Board at its meeting on 25 February 2019

1 September 2019 1 September 2019

Resignationof Jean-Christophe QUEMARD from the Managing Board

Appointment of MichaelLOHSCHELLER by the Supervisory Board at its meeting on 23 July 2019

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GROUPE PSA - 2019 UNIVERSAL REGISTRATION DOCUMENT