1st ICAI 2020

International Conference on Automotive Industry 2020

Mladá Boleslav, Czech Republic

system is connected with the family name Peugeot in PSA and with the name Agnelli (or Agnelli-Elkann) in FCA as significant shareholder families. 3.1.1 FCA Shareholder Structure Exor N.V. (“Exor”), a company controlled by the Agnelli-Elkann family, has 28.98% of the economic interest and 42.11% of the voting interest. 3.1.2 PSA Shareholder Structure Établissements Peugeot Frères S.A. and FFP S.A. (“EPF/FFP”), companies controlled by the Peugeot family, have 12.23% of the capital and 19.50% of the voting interests. Dongfeng Motor Group Co. Ltd. (“DMG”), a company controlled by the Chinese government, has 12.23% of the capital and 19.50% of the voting interest. Bpifrance Participations S.A. (“Bpifrance”), an investment bank of the French government, has 12.23% of the capital and 9.75% of the voting interest. 3.1.3 New DutchCo Shareholder Structure As the merger will be a 50/50 merger (half of new shares taken by FCA shareholders and the other half by PSA shareholders), the current shareholders will have half percentage share of their actual percentage in the new combined company DutchCo. The ownership of major shareholders in DutchCo calculated on current shareholdings then would be: • Exor cca 14% • EPF/FFP cca 6% • Bpifrance cca 6% • DMG cca 6% Some transactions of shares are permitted for DMG (sale) and for EFP/FFP (purchase). The maximum voting threshold will be 30% of the voting interest in the combined company (voting cap). No shareholder (alone or acting in concert) may be able to exercise voting rights for shares at a general meeting reaching or exceeding the threshold. A standstill (not to acquire shares over the given percent) applied to Exor, Bpifrance, DMG and EPF/FFP will last for a period of seven years. A lock-up (not to sell shares) applied to Exor, Bpifrance and EPF/FFP will last for three years only. 3.2 Board Structure 3.2.1 PSA Supervisory Board Structure PSA has a two-tier model of corporate governance with two boards – management board ( Directoire ) and supervisory board ( Conseil de Surveillance ). The appointment of the members to the supervisory board is based on the written agreement between the major shareholders and the company (signed 28 th April 2014). The supervisory board has 14 members, including:

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