PSA_GROUP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Compensation of Corporate Officers

The final vesting of the performance shares is subject to the following performance conditions:

Fractions of shares of each vesting period (each fraction = 50% of shares of the vesting period)

Type of performance objective Recurring Operating Margin Automotive Division 2017-2019

Trigger threshold

Attainment

The principle: a trigger threshold consistent with the “Push to Pass” target. If the trigger threshold is reached, 50% of the shares corresponding to the fraction 1 will vest. If the trigger threshold is not reached, neither shares in this Fraction nor in the Fraction 2 will vest. The principle: a trigger threshold consistent with the “Push to Pass” target. If the trigger threshold is reached, 50% of the shares corresponding to the fraction 2 will vest. If the trigger threshold is not reached, no shares in the Fraction 2 will vest.

The principle: required attainment exceeds “Push to Pass” target. Beyond the trigger threshold, the number of shares that will vest will vary on a linear basis up to 100% of the shares corresponding to the fraction 1 if this target is met. The principle: required attainment exceeds “Push to Pass” target. Beyond the trigger threshold, the number of shares that will vest will vary on a linear basis up to 100% of the shares corresponding to the fraction 2 if this target is met.

Fraction 1

Revenue growth for the Group in 2019 as compared with 2016 (at constant exchange rates)

Fraction 2

The figures are not made public for confidentiality reasons. This plan does not include a lock-up period. This grant includes, for each member of the Managing Board: an obligation to retain, in registered form and until the cessation „ of their role, at least 25% of the number of vested shares (subject to the performance conditions being met) at the end of the vesting period; a committment to refrain from carrying out transactions to hedge „ their risk on the awarded shares.

These vesting and lock-up conditions, applicable to each member of the Managing Board, will cease to apply when a member holds a number of registered shares that is equal to more than two years of his gross salary. However, the conditions shall automatically re-apply if the number of said shares falls below the target level. The calculation will take into account the price of the share on the vesting date of the performance shares.

PERFORMANCE SHARES VESTING DURING THE YEAR FOR EACH EXECUTIVE DIRECTOR OF THE MANAGING BOARD (TABLE NO. 7, AFEP-MEDEF CODE)

No performance shares under the plans implemented vested during the financial year 2017.

RECORD OF STOCK SUBSCRIPTION OR PURCHASE OPTION PLANS; INFORMATION ON STOCK SUBSCRIPTION OR PURCHASE OPTIONS (TABLE NO. 8, AFEP-MEDEF CODE)

No stock options were granted since 2008.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT