PSA_GROUP_REGISTRATION_DOCUMENT_2017

COMBINED SHAREHOLDERS’ MEETING ON 24 APRIL 2018 Text of the proposed Resolutions

TEXT OF THE PROPOSED RESOLUTIONS 8.3.

ORDINARY RESOLUTIONS A.

Fourth resolution Ratification of the interim appointment and re-election of a member of the Supervisory Board (Bpifrance Participations, represented by Anne GUERIN) The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings, ratifies the Supervisory Board’s decision of 25 July 2017 to appoint Bpifrance Participations, represented by Anne GUERIN, to the Supervisory Board to replace Jack AZOULAY, who has resigned, for the remainder of his term of office, which expires at the close of this Meeting. The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings, re-elects Bpifrance Participations, represented by Anne GUERIN, as a member of the Supervisory Board for a period of four years expiring at the close of the Shareholders’ General Meeting to be called in 2022 to approve the financial statements for the year ending 31 December 2021. Fifth resolution Ratification of the interim appointment and re-election of a member of the Supervisory Board (AN Tiecheng) The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings, ratifies the Supervisory Board’s decision of 25 July 2017 to appoint AN Tiecheng, to the Supervisory Board to replace LIU Weidong, who has resigned, for the remainder of his term of office, which expires at the close of this Meeting. The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings, re-elects AN Tiecheng as a member of the Supervisory Board for a period of four years expiring at the close of the Shareholders’ General Meeting to be called in 2022 to approve the financial statements for the year ending 31 December 2021. Sixth resolution Ratification of the interim appointment and re-election of a member of the Supervisory Board (Lion Participations, represented by Daniel BERNARD) The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings, ratifies the Supervisory Board’s decision of 25 July 2017 to appoint Lion Participations, represented by Daniel BERNARD, to the Supervisory Board to replace Florence VERZELEN, who has resigned, for the remainder of his term of office, which expires at the close of the Shareholders’ General Meeting to be called in 2021 to approve the financial statements for the year ending 31 December 2020. Seventh resolution Re-election of a member of the Supervisory Board (Louis GALLOIS) The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings, re-elects Louis GALLOIS as a member of the Supervisory Board for a period of four years expiring at the close of the Shareholders’ General Meeting to be called in 2022 to approve the financial statements for the year ending 31 December 2021.

First resolution Approval of the parent company financial

statements for the year ended 31 December 2017 The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings and having considered the annual financial statements, the Managing Board’s Report, the Supervisory Board’s Report, the Report of the Chairman of the Supervisory Board and the Statutory Auditors’ Report on the annual financial statements for the year ended 31 December 2017, approves the parent company financial statements for the year ended 31 December 2017 as presented, showing a profit of €416,256,396.01, as well as the transactions reflected in those financial statements or disclosed in those reports. Second resolution Approval of the consolidated financial statements for the year ended 31 December 2017 The Shareholders’ General Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general meetings and having considered the consolidated financial statements, the Managing Board’s Report, the Supervisory Board’s Report and the Statutory Auditors’ Report on the consolidated financial statements, approves the consolidated financial statements for the year ended 31 December 2017 as presented, as well as the transactions reflected in those consolidated financial statements or disclosed in those reports. The Shareholders’ General Meeting, voting in accordance with the quorum and majority requirements of an ordinary general meeting, declares that the distributable profit, which is comprised of the 2017 profit of €416,256,396.01 plus the retained earnings from the previous year of €7,394,472,690.96 amounts to €7,806,238,755.17. The Shareholders’ General Meeting, at the proposal of the Managing Board, decides to allocate the distributable profit as follows: to the payment of a dividend: €473,561,613.34; „ to "Retained earnings": €7,332,677,141.83. „ Accordingly, the dividend amounts to €0.53 per share. For shareholders who qualify, the dividend of €0.53 per share is eligible in full for the flat-rate withholding tax of 30% referred to in Article 117 quater of the French General Tax Code or, at the option of the beneficiary, for 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 and the record date will be 3 May 2018 (at the close of business). Dividends on shares held in treasury shares on the dividend payment date will be credited to “Retained earnings”. Note that for financial year 2016, a dividend of €0.48 per share was paid and no dividends were paid for financial years 2015 and 2014. Third resolution Appropriation of 2017 net profit

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GROUPE PSA - 2017 REGISTRATION DOCUMENT