PSA_GROUP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE Management and Supervisory Bodies

Governance principles For many years, Peugeot S.A. has complied with recommendations contained in the AFEP-MEDEF Corporate Governance Code, after adapting it for a joint stock company with a Managing Board and a Supervisory Board, and with its application guide. This Code can be viewed on the Internet in its version revised in November 2016: http://www.medef.com A table summarising the departures from the AFEP-MEDEF Code with the related explanations can be found in [Section 3.2.1.6]. Report of the Supervisory Board on corporate governance This section on corporate governance reports on: the membership of the Managing Board and the Supervisory „ Board, and it presents the corporate officers, listing their directorships and positions; the diversity policy implemented on the Board, with particular „ reference to the balanced representation of women and men; the methods and procedures for preparing and organising the „ work of the Supervisory Board, and its operating procedures;

the principles and standards set by the Supervisory Board to „ determine the policy for compensation of corporate officers, and the total compensation, the benefits of all kinds awarded to the corporate officers in respect of the elapsed financial year, and the commitments of all kinds made by the Company in favour of the corporate officers. This information forms part of the Report of the Supervisory Board on Corporate Governance pursuant to Article L. 225-68 of the French Commercial Code. For information, the Report on Corporate Governance was approved by the Supervisory Board at its meeting on 28 February 2018. For all detailed information concerning the share capital and financial matters with a likely incidence in the event of a public offer for purchase or exchange, please refer to Section 7 of this Registration Document. For any information concerning related-party agreements, please refer to section 6.7; for the Supervisory Board's observations on the activity for the past financial year, the financial statements and the management report of the Management Board, please refer to section 5.6 of this Registration Document.

MANAGEMENT AND SUPERVISORY BODIES

3.1.

Since 1972, Peugeot S.A. has had a two-tier management structure addressing the concern for a balance of power between the comprising a Managing Board, responsible for strategic and executive and oversight functions, as reflected in the principles of operational management, and a Supervisory Board, responsible for good corporate governance. oversight and control. This separation is especially effective in

The Executive Committee of Groupe PSA and the Managing

3.1.1. Board

EXECUTIVE COMMITTEE

Supervisory Board pursuant to the Company by-laws, or by shareholders in a Shareholders’ Meeting, in accordance with French company law. The term of office of the serving members of the Managing Board was renewed by the Supervisory Board at its meeting on 22 February 2017, for a four-year term, until 2021.

The Executive Committee (COMEX) is responsible for the Group’s executive management. Its members are detailed in the Group functional organisation chart in Section 1.2 of this Registration Document.

CHANGES IN 2017

THE MANAGING BOARD

No term of office of the members of the Managing Board expired during the financial year 2017.

Managing Board members are appointed by the Supervisory Board for four-year terms. They may be removed from office by the

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GROUPE PSA - 2017 REGISTRATION DOCUMENT