PSA_GROUP_REGISTRATION_DOCUMENT_2017

COMBINED SHAREHOLDERS’ MEETING ON 24 APRIL 2018 Report of the Managing Board on the Resolutions presented at the Combined Shareholders’ Meeting on 24 April 2018

REPORT OF THE MANAGING BOARD ON THE 8.2. RESOLUTIONS PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING ON 24 APRIL 2018 Ladies and Gentlemen, Fellow Shareholders, We invite you to attend this Combined Shareholders’ Meeting in order to vote on the proposed resolutions, whose purposes are presented below. We remind you that the proxy information to be provided in the Annual Financial Report and the Managing Board’s Report is included in the 2017 Registration Document to be filed with the Autorité des Marchés Financiers (AMF), which will be made available to shareholders in accordance with legal and regulatory requirements, including as a download on the PSA Group’s website (www.groupe-psa.com). To find specific information, please refer to the cross-reference tables included in the 2017 Registration Document.

Ordinary resolutions

APPROVAL OF THE 2017 FINANCIAL STATEMENTS AND APPROPRIATION OF PROFIT I. (First, second and third resolutions) year of €7,394,472,690.96 representing a total of €7,806,238,755.17.

Shareholders will be invited to approve the company financial statements (first resolution) and the consolidated financial statements (second resolution) of Peugeot S.A. ("the Company") for the year ended 31 December 2017, as presented. The company financial statements for the year ended 31 December 2017 show a net profit of €416,256,396.01, compared with a net profit of €1,611,204,755 for the year ended 31 December 2016. The consolidated financial statements show attributable net profit of €1,929 million, versus €1,730 million for the year ended 31 December 2016. Basic earnings per share were positive at €2.18 per share, compared to basic earnings per share of €2.16 for the year ended 31 December 2016. Detailed information on the annual financial statements for 2017, as well as the Group’s business performance for 2017, is provided in the 2017 Registration Document, filed with the AMF on 28 March 2018 and available to you, in accordance with applicable laws and regulations, on the Groupe PSA website (www.groupe-psa.com). The third resolution concerns the appropriation of the Company’s net profit for the year. The Managing Board reminds the Shareholders’ General Meeting that the distributable profit is comprised of the net profit for the year, after deduction of the allocation to the legal reserve of 4,490,331.80, plus retained earnings from the previous financial

Given the Group’s results for 2017, shareholders are invited to approve the payment of a dividend of €0.53 per existing share held at 31 December 2017, which corresponds to a distribution rate of 25% of basic earnings. The Managing Board thus proposes that the Shareholders’ General Meeting assign the distributable profit as follows: to the payment of dividend: €473,561,613.34; „ to "Retained earnings": €7,332,677,141.83. „ Dividends on shares held in treasury shares on the dividend payment date will be credited to “Retained earnings”. For shareholders who qualify, the dividend of €0.53 per share is eligible in full for the flat-rate withholding tax of 30% (social security contributions of 17.2% and a fixed rate of income tax of 12.8%, referred to in Article 117 quater of the French General Tax Code) or, at the option of the beneficiary, for progressive income tax scale with the 40% tax rebate referred to in Article 158-3 2 of the French General Tax Code. If the dividend is approved, the ex-dividend date will be 2 May 2018, the payment date (in cash) will be 4 May 2018 and the record date will be 3 May 2018 (at the close of business). Note that in respect of financial year 2016, a dividend of €0.48 per share was paid and no dividends were paid in respect of financial years 2015 and 2014.

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GROUPE PSA - 2017 REGISTRATION DOCUMENT