PSA_GROUP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Compensation of Corporate Officers

On a decision of the Supervisory Board, the attendance fees are apportioned as follows:

For attendance at committee meetings: fixed part: €6,000; > variable part: €9,000 if 100% > of meetings are attended*, prorated for absences.

For non-voting member of the Supervisory Board: fixed part: €8,000; > variable part: €12,000 if 100% > of meetings are attended*, prorated for absences.

For attendance at Board meetings:

Chairmanship of a committee:

fixed part: €16,000; > variable part: €24,000 if 100% > of meetings are attended*, prorated for absences.

Chairman of the Finance and Audit Committee: fixed part: €12,000; > variable part: €18,000 if 100% > of meetings are attended*, prorated for absences. Chairmanship of other committees: fixed part: €8,000; > variable part: €12,000 if 100% > of meetings are attended*, prorated for absences.

Including attendance by audio-conference or video conference. *

In the event of the total amount of €1.1 million being exceeded during a given year, a reduction coefficient may be applied to the amount of the attendance fees attributable to members and non-voting members of the Supervisory Board. For terms of office expiring, or appointments to office during the year, entitlement to the fixed portion of the attendance fees is prorated, while entitlement to the variable portion is calculated on the basis of the total number of meetings during the year.

Apart from the above-mentioned compensation and director’s fees, no other compensation is paid to the members of the Supervisory Board. No benefits in kind have been awarded to Supervisory Board members, with the exception of a company car provided for the Chairman. The Company reimburses the members of the Supervisory Board the expenses incurred for the performance of their duties.

Components of compensation and benefits allocated 3.2.3. to Executive Directors for the financial year 2017

Pursuant to Article L. 225-100 of the French Commercial Code, arising from Act No. 2016-1691 of 9 December 2016 termed the “Sapin 2” Act, the shareholders’ approval is required for components of compensation and fringe benefits due or allocated in respect of the elapsed financial year to the Chairman of the Managing Board ( sixteenth resolution ), to the members of the Managing Board ( seventeenth to nineteenth resolutions ), and to the Chairman of the Supervisory Board of the Company ( twentieth resolution ).

These components of compensation which, in accordance with Article L 225-68 of the French Commercial Code, are included in this report by the Supervisory Board on corporate governance, are presented in the Report by the Managing Board on the draft resolutions, to be found in Section 8 of this Registration Document, and in the Brochure containing the Notice of the Shareholders’ General Meeting on 24 April 2018. The details of compensation for the members of the Managing Board and for the members of the Supervisory Board are included respectively in Section 3.2.4 and Section 3.2.5.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT