PSA_GROUP_REGISTRATION_DOCUMENT_2017

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL Ownership Structure

DISCLOSURE THRESHOLDS PER THE COMPANY BY-LAWS IN 2017

Date of threshold crossing Direction

% of voting rights after crossing

No of shares after crossing

% of capital after crossing

Shareholders

Threshold crossed

The Capital Group Companies, Inc The Capital Group Companies, Inc

18 May 2017 Upwards

5% of share capital

44,780,096

5.01%

3.67%

2 June 2017 Downwards

5% of share capital 15%, 10% and 5% of exercisable voting rights 10% and 5% of share capital 5% of voting rights 5% and 10% of share capital

44,795,612

4.95%

3.64%

Sogepa

19 June 2017 Downwards

0

0

0

Lion Participations SAS 19 June 2017 Upwards

110,622,220

12.23%

9.86%

The Capital Group Companies, Inc The Capital Group Companies, Inc

25 October

2017 Upwards

5% of share capital

45,242,993

5.0002%

4.04%

8 November

2017 Downwards

5% of share capital

45,052,601

4.98%

4.02%

Different voting rights 7.3.2.

Fully paid-up shares registered in the name of the same holder for at least two years shall carry double voting rights at Shareholders’ Meetings. In the event of a capital increase through the capitalisation of retained earnings, profits or additional paid-in capital, the resulting bonus shares distributed in respect of registered shares carrying double voting rights will similarly carry double voting rights. In

accordance with the law, double voting rights will be lost if the shares are converted into bearer form or transferred to another shareholder, unless the transfer takes place due to an inheritance, the liquidation of a marital estate or a gift to a spouse or heir. Double voting rights may be cancelled by vote of the Extraordinary General Meeting and after ratification by the special meeting of Beneficiary Shareholders (according to the Company by-laws).

Shareholders’ agreement 7.3.3.

not subject to further constraints on to the transfer of their shares. There is no pre-emptive clause or tag-along rights; DMHK (and DFG), BPIfrance and EPF/FFP shall not act in concert „ with respect to the Company. This agreement, signed by each of the shareholders to protect its capital expenditure and own interests as a shareholder of the Company, does not aim to establish a common policy with regard to the Company within the meaning of Article L. 233-10 of the French Commercial Code. The Group’s strategy will be determined by the Managing Board under the supervision of the Supervisory Board. 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 PSA. To the best of the Company’s knowledge, there does not exist at this point any other agreement which if implemented might entail a change in control of the Company or have the effect of delaying, deferring or preventing a change in control.

A shareholders’ agreement signed between DFG, DMHK, the French State, SOGEPA, EPF/FFP and the Company, in force since 29 April 2014 for a ten-year period, governs the relationships between the main shareholders of the Company. As from 19 June 2017, SOGEPA has ceased to be a party to the shareholders’ agreement, since it sold the whole of its interest in the Company’s capital to Bpifrance via its Lion Participations SAS subsidiary. BPIfrance, the Company’s new shareholder, acceded to the terms of the agreement, becoming legally substituted for SOGEPA as from 19 June 2017. In accordance with the shareholders’ agreement: DMHK, BPIfrance and EPF/FFP are free to transfer all or part of „ their shares. Prior to any transfer of shares on the market by these parties, the shareholder(s) concerned are required to inform the management of the Company and discuss it with them in order to limit the impact of such a transfer on the share price. Other than this requirement, DMHK, BPIfrance and EPF/FFP are

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

No shareholder holds, directly or indirectly, alone or in concert, are taken, namely: the presence of independent members on the control of the Company. Measures have been introduced to ensure Board and its committees, the presence of one Senior Independent that shareholders that have proposed the appointment of members Member and procedures for handling conflicts of interests (see to the Supervisory Board do not abuse their powers when decisions developments in Section 3.2. of this Registration Document).

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GROUPE PSA - 2017 REGISTRATION DOCUMENT