PSA_GROUP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and Supervisory Bodies

Trading in the Company’s securities by corporate directors 3.1.5. and officers and their close relatives

In accordance with Article L. 621-18-2 of the French Monetary and Financial Code, the following transactions in the Company’s securities by corporate directors and officers and their close relatives were declared:

Date of transaction Name and position

Type of transaction

Securities concerned Unit price Transaction amount

8 March 2017 SAPAR SA, a legal entity with links to Mrs Marie-Hélène PEUGEOT RONCORONI, Legal representitive of EPF, Member of the Supervisory Board 8 March 2017 SAPAR SA, a legal entity with links to Mrs

Purchase

€4.69

€14.00

Share purchase warrant(s) Share purchase warrant(s)

Exercice

€6.42

Marie-Hélène PEUGEOT RONCORONI, Legal representitive of EPF, Member of the Supervisory Board

€1,874,976.00

Application of the AFEP-MEDEF Corporate Governance Code 3.1.6.

The table below summarises the recommendations of the AFEP-MEDEF Code which the Company has decided not to apply:

Relevant recommendation Explanation Representative part of independent members of

Fifty per cent of the members of the Finance and Audit Committee are independent (instead of the minimum of two thirds recommended by the Code). The relatively large proportion of non-independent members is due to the presence of a representative of each of the three major shareholders, given the composition of the Group’s share capital and its governance as a result of the capital increases in 2014. Reaching the threshold of two thirds would bring about an increase in the number of Committee members, which may hinder its effectiveness. Therefore there are no plans to reach this threshold to date.

the Finance and Audit Committee (Art. 15.1)

Attendance of shareholders at Peugeot S.A. Shareholders’ 3.1.7. General Meetings and publication of information which may have an impact in the event of a Public Tender Offer for the Company’s shares

The information concerning the attendance of shareholders at Shareholders’ General Meetings and the information referred-to in Article L. 225.37-5 of the French Commercial Code concerning the Company’s share capital are set out in section 7 of this Registration Document.

Pursuant to Article L. 225-37-5 of the French Commercial Code, it should be noted that there is no agreement providing for compensation for members of the Supervisory Board or the Managing Board if their term ends due to a takeover bid.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT