P RO P O S E D M E RG E R

BUILDING A LEADER FOR A NEW ERA IN SUSTAINABLE MOBILITY

DECEMBER 18, 2019

I M P O R TA N T N O T I C E

By reading the following document, you agree to be bound by the following An offer of securities in the United States pursuant to a business combination
limitations and qualifications: transaction will only be made, as may be required, through a prospectus which
is part of an effective registration statement filed with the U.S. Securities and
This document is for informational purposes only and is not intended to and Exchange Commission (“SEC”). Shareholders of Peugeot S.A. (“PSA”) and Fiat
does not constitute an offer or invitation to exchange or sell or solicitation of an Chrysler Automobiles N.V. (“FCA”) who are U.S. persons or are located in the
offer to subscribe for or buy, or an invitation to exchange, purchase or United States are advised to read the registration statement when and if it is
subscribe for, any securities, any part of the business or assets described declared effective by the SEC because it will contain important information
herein, or any other interests or the solicitation of any vote or approval in any relating to the proposed transaction. You may obtain copies of all documents
jurisdiction in connection with the proposed transaction or otherwise, nor shall filed with the SEC regarding the proposed transaction, documents incorporated
there be any sale, issuance or transfer of securities in any jurisdiction in by reference, and FCA’s SEC filings at the SEC’s website at
contravention of applicable law. This document should not be construed in any http://www.sec.gov. In addition, the effective registration statement will be
manner as a recommendation to any reader of this document. made available for free to shareholders in the United States.

This communication is not a prospectus, product disclosure statement or other

offering document for the purposes of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14th 2017.

PSA AND FCA PROPOSED MERGER – December 18, 2019 2

S A F E H A R B O R S TAT E M E N T
This document contains forward-looking statements. In particular, these forward-looking exposure to shortfalls in the funding of the Parties’ defined benefit pension plans; the
statements include statements regarding future financial performance and the ability to provide or arrange for access to adequate financing for dealers and retail
expectations of FCA and PSA (the “Parties”) as to the achievement of certain targeted customers and associated risks related to the establishment and operations of financial
metrics at any future date or for any future period are forward-looking statements. services companies; the ability to access funding to execute the Companies’ business
These statements may include terms such as “may”, “will”, “expect”, “could”, “should”, plans and improve their businesses, financial condition and results of operations; a
“intend”, “estimate”, “anticipate”, “believe”, “remain”, “on track”, “design”, “target”, significant malfunction, disruption or security breach compromising information
“objective”, “goal”, “forecast”, “projection”, “outlook”, “prospects”, “plan”, or similar technology systems or the electronic control systems contained in the Companies’
terms. Forward-looking statements are not guarantees of future performance. Rather, vehicles; the Companies’ ability to realize anticipated benefits from joint venture
they are based on the Parties’ current state of knowledge, future expectations and arrangements; disruptions arising from political, social and economic instability; risks
projections about future events and are by their nature, subject to inherent risks and associated with our relationships with employees, dealers and suppliers; increases in
uncertainties. They relate to events and depend on circumstances that may or may not costs, disruptions of supply or shortages of raw materials; developments in labor and
occur or exist in the future and, as such, undue reliance should not be placed on them. industrial relations and developments in applicable labor laws; exchange rate
Actual results may differ materially from those expressed in forward-looking statements fluctuations, interest rate changes, credit risk and other market risks; political and civil
as a result of a variety of factors, including: the ability of PSA and FCA and/or the unrest; earthquakes or other disasters; uncertainties as to whether the proposed
combined group resulting from the proposed transaction (together with the Parties, the business combination discussed in this document will be consummated or as to the
“Companies”) to launch new products successfully and to maintain vehicle shipment timing thereof; the risk that the announcement of the proposed business combination
volumes; changes in the global financial markets, general economic environment and may make it more difficult for the Parties to establish or maintain relationships with their
changes in demand for automotive products, which is subject to cyclicality; changes in employees, suppliers and other business partners or governmental entities; the risk that
local economic and political conditions, changes in trade policy and the imposition of the businesses of the Parties will be adversely impacted during the pendency of the
global and regional tariffs or tariffs targeted to the automotive industry, the enactment proposed business combination; risks related to the regulatory approvals necessary for
of tax reforms or other changes in tax laws and regulations; the Companies’ ability to the combination; the risk that the operations of PSA and FCA will not be integrated
expand certain of their brands globally; the Companies’ ability to offer innovative, successfully and other risks and uncertainties.
attractive products; the Companies’ ability to develop, manufacture and sell vehicles with Any forward-looking statements contained in this document speak only as of the date of
advanced features including enhanced electrification, connectivity and autonomous- this document and the Parties disclaim any obligation to update or revise publicly
driving characteristics; various types of claims, lawsuits, governmental investigations and forward-looking statements. Further information concerning the Parties and their
other contingencies, including product liability and warranty claims and environmental businesses, including factors that could materially affect the Parties’ financial results, are
claims, investigations and lawsuits; material operating expenditures in relation to included in FCA’s reports and filings with the U.S. Securities and Exchange Commission,
compliance with environmental, health and safety regulations; the intense level of the AFM and CONSOB and PSA’s filings with the AFM.
competition in the automotive industry, which may increase due to consolidation;

PSA AND FCA PROPOSED MERGER – December 18, 2019 3

 Groupe PSA and FCA aim to create

A LEADER FOR A NEW ERA IN SUSTAINABLE MOBILITY

• Developing new, leading and clean mobility solutions
• Offering best-in-class technologies and services to meet the needs of all customers
• Leveraging efficiency and agility on larger volumes
• Combining strengths and core competencies

PSA AND FCA PROPOSED MERGER – December 18, 2019 4

MOBILITY LONG-TERM INDUSTRY TRENDS
CREATES OPPORTUNITIES FOR NEW MOBILITY SOLUTIONS

Industry Trends

COST OF CO2
MOBILITY CHALLENGE

MARKET TECHNOLOGY
DIVERGENCE BREAKTHROUGH

PSA AND FCA PROPOSED MERGER – December 18, 2019 5

C O M P E L L I N G S T R AT E G I C R AT I O N A L E
CREATING A MOBILITY CHAMPION

STRENGTHS STRENGTHS
• Global class-leading profitability Opportunities • Margins amongst industry leaders in
• Solid presence across Europe North America and Latin America

• Strong core model strategy Balance global footprint • Solid presence in Latin America

• Smartly addressing CO2 emissions • Strong SUV and pickup truck line-up

• Successful PSA turnaround and Opel

Optimize platform and engine families • Premium / luxury brand experience
Vauxhall integration • Successful merging Fiat and Chrysler
Scale for procurement and capex
• Mobility provider with Free2Move • Numerous technology partnerships
Accelerate development in all
CHALLENGES technologies and new businesses CHALLENGES
• Limited presence outside Europe • Operating profit in Europe
• Addressing long-term industry trends • Addressing long-term industry trends

PSA AND FCA PROPOSED MERGER – December 18, 2019 6

B U I L D I N G A L E A D E R F O R A N E W E R A I N S U S TA I N A B L E M O B I L I T Y
BENEFITS FROM
COMBINING STRENGTHS
AND CORE COMPETENCIES

• 4th largest OEM by volume, with balanced global footprint

• Robust combined company margins in North America, Europe and Latin America at inception
• Solid combined balance sheet
• Broad and complementary brand portfolio with solid market presence across all segments
• Extensive and growing capabilities in electrified powertrain, autonomous driving and digital connectivity
• ~€3.7 billion of estimated annual synergies at steady state, without any plant closures
• Combined management team recognized for exceptional value creation and success in previous combinations

AT FOREFRONT OF PRODUCTS, SERVICES AND

MOBILITY SOLUTIONS FOR AN EVOLVING MARKET

PSA AND FCA PROPOSED MERGER – December 18, 2019 7

KEY TERMS
PROPOSED TRANSACTION STRUCTURED AS 50/50 MERGER
Proposed All-stock cross-border merger of Groupe PSA and FCA resulting in a Dutch company (DutchCo)
Transaction
Structure 50/50 resulting ownership between Groupe PSA and FCA shareholders (1)

To achieve 50/50 ownership:

Exchange Ratio o Groupe PSA shareholders would receive 1.742 DutchCo shares for each PSA share
o FCA shareholders would hold 1 DutchCo share for each FCA share
Ordinary Each company will distribute a €1.1 billion ordinary dividend in 2020 related to FY 2019 results, subject to approval
Dividends by each company’s Board of Directors and shareholders

• Prior to transaction completion, shareholders of the respective companies to receive:

Extraordinary o Groupe PSA’s 46% stake in Faurecia to PSA shareholders
Distributions o €5.5 billion extraordinary dividend to FCA shareholders
• Promptly following closing, Comau will be separated for the benefit of the shareholders of DutchCo

Ownership in DutchCo based on current shareholdings in respective companies (1):

o EXOR N.V. ~ 14%
Major
Shareholders o EPF/FFP ~ 6%
o Bpifrance Participations SA ~ 6%
o Dongfeng Motor Group (DFG) ~ 6% (2)
(1) Based on fully diluted shares outstanding at Sep 30 ’19, excluding GM warrants and net of treasury shares, and before a potential acquisition by PSA of 30.7 million shares from DFG
(2) Prior to completion of the transaction, DFG will sell 30.7 million shares to PSA (in which case they will be cancelled prior to closing) and/or to third parties (including on the market). Following the sale of these 30.7 million shares by
DFG, ownership by DFG will be reduced to 4.5% of DutchCo.

PSA AND FCA PROPOSED MERGER – December 18, 2019 8

KEY TERMS
GOVERNANCE STRUCTURE DESIGNED TO ENSURE DUTCHCO SUCCESS
• Chairman: John Elkann, with an initial term of 5 years
Governance
• CEO: Carlos Tavares, with an initial term of 5 years
• Board of Directors initially consists of 11 members, majority of non-executive members will be independent
o 5 members to be nominated by Groupe PSA, including a Senior Independent Director and Vice Chairman, comprised of nominees
from Groupe PSA (2 members), Bpifrance Participations SA (1 member), EPF/FFP (1 member) and employees (1 member)
Board o 5 members to be nominated by FCA comprised of nominees from FCA (2 members), EXOR N.V. (2 members, including Chairman) and
of Directors employees (1 member)
o CEO
• Senior Independent Director and Vice Chairman with initial terms of 5 years, other directors will have an initial term of 4 years, with any
additional terms to be in 2 year increments
Corporate
DutchCo headquartered in the Netherlands, with operational headquarters in France, Italy and U.S.
Structure
• No carryover of existing double voting rights
Voting • Double voting rights through loyalty shares available to all shareholders holding shares in DutchCo for 3 years after completion of merger
Rights • Loyalty voting program will not operate to grant voting rights to any single shareholder exceeding 30% (1) of the total votes cast in a
shareholders meeting
Shareholders • 7-year standstill applied to EXOR N.V., Bpifrance Participations SA, DFG and EPF/FFP (2)
Restrictions • 3-year lock-up applied to EXOR N.V., Bpifrance Participations SA and EPF/FFP (3)
Stock Listings Euronext Paris, Borsa Italiana (Milan) and New York Stock Exchange
(1) No blocking minority in a Dutch entity; all the decisions made by simple majority of votes of quorum >50%
(2) EPF/FFP would be permitted to increase its shareholding by up to 2.5% in DutchCo (or 5% at the PSA level), only by acquiring shares from Bpifrance and DFG and/or on markets (up to 1% of the shares of DutchCo (or 2% at the PSA level) plus the percentage of
shares sold by Bpifrance other than to EPF/FFP, subject to overall maximum of 2.5% at the DutchCo level and of 5% at the PSA level)
(3) DFG will be subject to a lock up until the completion of the transaction for the balance of its participation in PSA, resulting in an ownership of 4.5% of DutchCo. Bpifrance will be permitted to reduce its shareholdings by 5% in PSA or 2.5% in DutchCo

PSA AND FCA PROPOSED MERGER – December 18, 2019 9

CO MB I NI NG T WO G LO BA L AU TOMOT I V E O E M S
CREATION OF 4TH LARGEST AUTOMOTIVE MANUFACTURER BY VOLUME, 3RD LARGEST BY REVENUES

2018 Calendar year global sales, including JVs

million units
#4
10.8 10.8 10.6

8.7
8.4
7.4

6.0
5.7 5.3
4.8
3.9 3.9

1.2

(1) (2)

(1) FCA sales Include sales primarily by dealers and distributors (including joint ventures)
(2) Groupe PSA consolidated world sales include assembled vehicles, CKDs and vehicles under license
Source: Company information, IHS Global Insight

PSA AND FCA PROPOSED MERGER – December 18, 2019 10

C O M B I N E D C O M PA N Y F I N A N C I A L S T R E N G T H
COMBINING TWO EFFICIENT AUTOMOTIVE OEMS

Adjusted EBIT Margin (3)

Year Ended December 31, 2018
6.3% 6.1%
5.4%
4.3%
(Excluding Aggregated (1) 3.6%
€ billion, except as otherwise stated Magneti Marelli) (Excluding Faurecia) (Pre-Synergies)

Sales including JVs (2) 4.8 3.9 8.7

(million units)

Net Revenues 110.4 58.6 169.0 2014 2015 2016 2017 2018

Operating Profit 6.7 4.4 11.2

(Adjusted EBIT) (Recurring Operating Income) Recurring Operating Margin
(excluding Faurecia)
Operating Profit Margin 6.1% 7.6% 6.6% 7.6%
(Adjusted EBIT Margin) (Recurring Operating Margin)
6.1% 6.0%
Automotive Operational 5.0%
4.4 3.1 7.5
Free Cash Flow (Industrial Free Cash Flows) (Free Cash Flow)

(1) Simple aggregation of FCA (excluding Magneti Marelli) and PSA (excluding Faurecia) FY 2018 results prior to any required accounting adjustments
(2) FCA sales include sales primarily by dealers and distributors (including joint ventures); Groupe PSA consolidated world sales include assembled 0.6%
vehicles, CKDs and vehicles under license
(3) 2016 - 2018 figures exclude Magneti Marelli. All years exclude Ferrari.
(4) Includes results from Opel/Vauxhall acquisition from Aug 1 ’17 2014 2015 2016 2017 (4) 2018
Figures may not add due to rounding
Source: Company information

PSA AND FCA PROPOSED MERGER – December 18, 2019 11

FINANCIAL POSITION AND LIQUIDITY
COMBINED COMPANY TO HAVE STRONG BALANCE SHEET PROVIDING FINANCIA L FLEXIBILITY

As of June 30, 2019

Aggregated (1)
(Excluding (Pre-Synergies &
€ billion Magneti Marelli) (Excluding Faurecia) Pre-Dividends)

Automotive Net Cash Position 3.3 10.5 13.8

 Combined company to have strong
Cash, Cash Equivalents and balance sheet and high level of liquidity
15.8 15.7 31.5
Current Debt Securities (2)
 Ample headroom to execute strategic
Undrawn Committed Credit Lines 7.7 3.0 10.7
plan and invest in new technologies

 Investment grade credit rating expected

Total Available Liquidity 23.5 18.7 42.2

(1) Simple aggregation of FCA (excluding Magneti Marelli) and PSA (excluding Faurecia) as of Jun 30 ‘19 results prior to any required accounting
adjustments and is not reflective of €5.5B dividend to be paid to FCA shareholders prior to transaction closing
(2) Current debt securities are comprised of short term or marketable securities which represent temporary investments that do not satisfy all the
requirements to be classified as cash equivalents as they may not be readily convertible to cash or they are subject to significant risk of change in
value (even if they are short-term in nature or marketable)
Source: Company information

PSA AND FCA PROPOSED MERGER – December 18, 2019 12

I CON I C AU TOMOT I V E B R A NDS
WELL-ESTABLISHED BRANDS WITH NATIONAL ROOTS

(2)

(1)

(1) (1)
(3)

Date
Established 1896 1899 1903 1906 1910 1914 1919 1925 1941 2009 2014

(1) Based on first manufactured car

(2) Ram separated from Dodge brand in 2009
(3) The first DS car was manufactured in 1955 as a part of the Citroën brand. DS became an independent premium brand in 2014.

PSA AND FCA PROPOSED MERGER – December 18, 2019 13

BROAD-BASED PORTFOLIO OF BRANDS
FULL MARKET COVERAGE WITH SIGNIFICANT PORTFOLIO SYNERGY OPPORTUN ITIES

Mainstream
Luxury Premium Pass Car/ 2018 Global Sales (2)
SUV Truck/LCV
CUV/MPV

9%
11%
37%
8% 8.7M
units

35%

Pass Car UV (1) MPV (1)

LCV Truck

(1) Multi-purpose vehicles (MPV) and utility vehicles (UV), which include SUVs and CUVs, are typically considered passenger cars in Europe
(2) Groupe PSA consolidated world sales include assembled vehicles, CKDs and vehicles under license; FCA includes sales primarily by dealers and distributors
(including joint ventures)
Source: Company information

PSA AND FCA PROPOSED MERGER – December 18, 2019 14

C O M P L E M E N TA R Y P R E S E N C E I N K E Y R E G I O N S
COMBINED COMPANY TO HAVE BETTER GEOGRAPHIC BALANCE

2018 Global Revenues 2018 Global Revenues Aggregated (1) 2018 Global Revenues
(excluding Faurecia) (Pre-Synergies) (excluding Magneti Marelli)

Other – €19B
4% 2% 4%
11% 7%
4%

Europe, Middle East &

€59B Africa and Eurasia – €77B
46% €169B 43% North America – €73B 21% €110B 66%

88%

Europe Eurasia
North America EMEA
Middle East & Africa India & Pacific
China & SE Asia Other APAC LATAM
Latin America
Maserati & Other (2)
(1) Simple aggregation of PSA (excluding Faurecia) and FCA (excluding Magneti Marelli) FY 2018 results prior to any required accounting adjustments
(2) Includes Components business, other activities, unallocated items and eliminations
Source: Company information

PSA AND FCA PROPOSED MERGER – December 18, 2019 15

INVESTMENT SPENDING
SYNERGIES TO OPTIMIZE COMBINED SPENDING AND EFFECTIVELY ADDRESS NEW MOBILITY TRENDS
Mobility Solutions Connected Car New Energy Vehicle Autonomous Driving
Year ended Dec 31 ‘18
€ billion
27.4

R&D
(Capitalized 13.6 (1)
19.2
& Expense)

~15.0
8.0 14.0 13.5
Normalized
11.0 (1) (2)
(1) ~10.0
6.6 6.9 (1)
6.5 7.9
Normalized
6.3 6.2
Capex 13.7 5.9
11.1 11.9 4.0 5.0
3.5 3.5 2.1
(1)
7.4 6.6 6.8 3.0
5.4 4.7 3.3 3.9 2.7 3.7
2.1

(ex. Faurecia)
(ex. Magneti Marelli) (ex. Faurecia)

(ex. Magneti Marelli)

(1) Fiscal year filer – figures represent Apr 1 ’18 to Mar 31 ‘19 investment spending
(2) Represents normalized annual spending due to low spending level in FY 2018 (€6.8B)
Note: Represents total Company capex and R&D (capitalized and expensed excluding amortization expense)
Figures translated at the following 2018 YTD average FX rates: USD/Euro = 1.181; Yen/Euro = 130.4; Kwon/Euro = 1299.1
Figures may not add due to rounding
Source: Company information
PSA AND FCA PROPOSED MERGER – December 18, 2019 16
MERGER SYNERGIES
ANNUAL SYNERGIES OF ~€3.7B EXPECTED TO BE GENERATED AT STEADY ST ATE

An n ual Syn e rgies a t S t e a dy S t a t e

• Convergence of vehicle platforms

Product Related Expenses • Consolidation~15%
of investments on ICE powertrain,
1 ~40%
electrification and other technologies
(Vehicle, Powertrain and Manufacturing)
• Manufacturing process and tooling efficiencies

• Enhanced volumes unleashing scale economies

2 Purchasing ~40%
• Best price alignment and access to new suppliers

~20% • Multiple areas of joint savings, primarily marketing, IT,

3 Other logistics and G&A

Total ~€3.7B

~80% of synergies expected Estimated synergies net cash Cumulative implementation

to be achieved by Year 4 flow positive from Year 1 costs ~€2.8 billion

PSA AND FCA PROPOSED MERGER – December 18, 2019 17

P L AT FOR M A N D P OWE RT R AI N CON V E RG E NCE
SYNERGIES AND SCALE FROM CONVERGENCE PLANS, AS WELL AS HIGHER PARTS COMMONIZATION

P l a tform Vo l u me

• Continue to serve all customers needs while

FCA + PSA unit volume
optimizing number of platforms and at steady state

powertrain families
> 3 million
> 2.6 million
• Top 2 platforms will represent ~2/3 of
combined company’s steady state volumes

• Volume for each top 2 platforms to reach

industry benchmark levels

• Improved manufacturing and R&D efficiency

Compact/Mid-size Small

• Higher level of parts commonization

PSA AND FCA PROPOSED MERGER – December 18, 2019 18

E U RO P E CO 2 CO MP L I A NCE P L A N
BOTH COMPANIES ON TRACK TO ACHIEVE COMPLIANCE IN 2020 WITH SYNERGIES IN FUTURE YEARS

2020 2 0 2 1 a n d B e yo nd

• 2 multi-energy flexible platforms to

master market electrification ramp-up
• BEV or PHEV version for each new
launch beginning in 2019
• 7 PHEV and 7 BEV models in market • Combined company on track to achieve compliance in 2021
• Fully compliant from Day 1
• All new vehicles for both companies will offer electrified
versions

% C o n tribution t o C O 2 C o m pl iance • Convergence plan to improve compliance at steady state:

100 o Fitting “best-of-best” existing powertrain and CO2
technological solutions in the short/medium-term
Pooled Credit Deployment
• Launch 1 BEV and 3 PHEV models o Combined company to accelerate development of
electrification technologies leveraging mutual capabilities and
• Launch 3 12-volt mHEV models
“centers of excellence”
Electrification • Compliance achieved through
(mHEV, PHEV, BEV)
deployment of conventional
technology, electrification and
Conventional Technology
credit pooling
(small turbos, ESS, etc.)
0

PSA AND FCA PROPOSED MERGER – December 18, 2019 19

E N H ANCE D I N NOVAT I ON A N D D E V E LOP M E NT C A PA BI L I T I ES
COMBINING INTERNAL EXPERTISE WITH PARTNERSHIPS TO DEVELOP LEADIN G MOBILITY SOLUTIONS

Mo b ilit y & Au t o nomous D ri v ing C o n nectiv it y

• "Autonomous Vehicle for All“ program with focus • Strong focus on connectivity; Internet Of Things (IOT) platform
on Level 2 and 3 for passenger cars, partnering with developed; already 6 million connected cars on CVMP platform
APTIV • Connected services offered by Free2Move mobility brand
• Various cooperations on advanced engineering on • Partnership with Harman on in-vehicle infotainment system
Level 4 and 5 (e.g. Vinci, Easymile, AIMotive, Vedecom)

• Partnering to deploy self-driving technology across the

vehicle portfolio, including commercial vehicles • FCA’s new global “ecosystem” for connected
vehicles enhanced by partnerships to provide
• Collaborating with Waymo on development of first benefits from a broad array of services
significant fully-autonomous system in the market
• L2+ system available on premium and high-end
vehicles starting in 2020

PSA AND FCA PROPOSED MERGER – December 18, 2019 20

S TAT U S A N D N E X T S T E P S
TRANSACTION CLOSING EXPECTED IN 12 – 15 MONTHS

• Following unanimous approval of PSA’s Supervisory and Managing Boards, as well as FCA’s Board of
Directors, PSA and FCA have signed binding Combination Agreement for 50/50 merger
Status
• Both parties completed due diligence process

• Approvals obtained from works councils/labor unions

• Both companies to convene Extraordinary General Meetings for their respective shareholders to approve
transaction
Next Steps
• Anti-trust and regulatory approvals

• Transaction closing expected in 12 – 15 months, subject to customary closing conditions

PSA AND FCA PROPOSED MERGER – December 18, 2019 21

 Proposed merger would create
A LEADER FOR A NEW ERA IN SUSTAINABLE MOBILITY
• Well positioned to effectively address new mobility trends
o 4th largest OEM with robust combined company margins in North America, Europe and Latin America at inception
o Broad and complementary brand portfolio
o Strong presence in key vehicle segments and key regions
o Solid combined balance sheet

• Opportunity to create significant value for all stakeholders

o Significant platform and powertrain convergence opportunities
o ~€3.7 billion annual estimated synergies at steady state

• Execution risk minimized

o Combined management team with successful OEM combination experience
o Complementary technology expertise to address global CO2 challenges

PSA AND FCA PROPOSED MERGER – December 18, 2019 22

APPENDIX

PSA AND FCA PROPOSED MERGER – December 18, 2019 23

C O M P L E M E N TA R Y P R E S E N C E I N K E Y R E G I O N S
COMBINED COMPANY TO HAVE BETTER GEOGRAPHIC BALANCE

2018 Global Unit Sales (1) 2018 Global Unit Sales Aggregated (2) 2018 Global Unit Sales (3)

4% North America – 2.5M

7% Market share: ~12% 12%
29% 5%
8%
Europe,
3.9M 8.7M Middle East & Africa 4.8M 53%
units units 56% and Eurasia – 4.9M units
Market share: ~20% 30%
9%
80% 6%

Latin America – 0.8M Asia Pacific – 0.5M

Europe China & SE Asia Market share: ~17% Market share: ~1% North America EMEA
Middle East & Africa Latin America
India & Pacific Eurasia APAC LATAM

(1) Groupe PSA consolidated world sales include assembled vehicles, CKDs and vehicles under license
(2) Market share and rank based on IHS light vehicle sales as of Nov ‘19
(3) FCA sales include sales primarily by dealers and distributors (including joint ventures)
Source: Company information
PSA AND FCA PROPOSED MERGER – December 18, 2019 24
E U RO P E
ENHANCE PSA’S CLASS LEADING PROFITABILITY WITH VOLUME IN KEY SEG MENTS

FY 2018 Combined Sales (1, 3) Combined Sales History (4, 5) Key Strengths
Sales (000 units) Sales (000 units)
 PSA and FCA combined are a
leading OEM in Europe by
market share(3)
A 563 4,382
 PSA has leading profitability
Citroën C1 Fiat 500
3,674 and segment coverage
3,165 3,152
B 863 2,971 2,864
2,761
2,945  Leverage FCA’s existing car
2,682
Passenger Car

Opel Vauxhall Corsa Lancia Ypsilon 2,568 3,106 parc (>15M units for A and
2,379
(2) 1,930
B-segments combined)
1,700 1,700 2,247
C 508 1,781
1,864

Peugeot 308 Alfa Romeo

1,648 1,725  PSA’s successful and prompt
Giulietta turnaround of Opel/Vauxhall
B-
682 1,271 1,164
980 920 957 1,081 1,235 1,295 1,276 905  100% of PSA’s portfolio to be
SUV
Peugeot 2008 Jeep Renegade electrified in 2025
2010 2011 2012 2013 2014 2015 2016 2017 2018 YTD
C-
454
Sep ‘19
 PSA’s smart approach to be
SUV
Citroën C5 Aircross Jeep Compass CO2 compliant from Day 1

844
LCV

Citroën Jumpy Fiat Ducato

PSA FCA
(1) Does not include all segments
(2) Combination of C1, C2 and CDV as per IHS
(3) As per IHS light vehicle sales data as of Nov ‘19
(4) FCA sales include sales primarily by dealers and distributors (including joint ventures); Groupe PSA consolidated world sales include assembled vehicles, CKDs and vehicles under license
(5) PSA includes Opel/ Vauxhall sales from Aug 1 ‘17 PSA AND FCA PROPOSED MERGER – December 18, 2019 25
Figures may not add due to rounding
 NORTH AMERICA
SOLID PRESENCE IN KEY HIGH MARGIN SEGMENTS WITH ACTIONS TO SUSTA IN PROFITABILITY

Pickup Growth Key Product Actions N orth America Profitability

White-space Products Renewal

All-new 1500 All-new 3-row Grand Grand

1500 Classic Heavy Duty E-SUV Wagoneer Wagoneer Cherokee
SOP Q4 ‘20 SOP Q1 ‘21 SOP Q1 ‘21 SOP Q2 ‘21
25.7%

1,023 1,058 Adjusted EBIT 6.2

North America Sales (000 units) North America Sales (000 units) € billion
974
912 % = Adjusted EBIT Margin
612 5.2
5.1
572 590 789 4.6
767
Total U.S. 519 532 531 4.5
Market Share
(LD+HD) 432
14.5% 538 558 8.8%
359 486 8.6%
310 2.4 7.9%
257 345 2.2 2.2
7.4%
Heavy
6.4%
Duty 5.6%
4.8% 4.2%
Light
Duty

YTD 2010 2011 2012 2013 2014 2015 2016 2017 2018 YTD 2012 2013 2014 2015 2016 2017 2018 YTD
2010 2011 2012 2013 2014 2015 2016 2017 2018 Sep ‘19 Sep ‘19
Sep ‘19
Ram large pickup U.S. average transaction Effective Jun ‘11, Chrysler Group LLC was fully
prices have increased > $10,000 since 2010 consolidated by Fiat S.p.A.. Full year data for
North America region not available prior to 2012.
Source: Company information

PSA AND FCA PROPOSED MERGER – December 18, 2019 26

 L AT I N A M E R I C A
OPPORTUNITY TO FURTHER ENHANCE FCA AND PSA’S POSITIONS IN BRAZIL AND ARGENTINA

Brazil Combined Sales History Argentina Combined Sales History FCA’s Sustained Profitability

Adjusted EBIT
€ billion

(000 units) (000 units)

1.1
Only OEM to sustain
945 941 984 profitability through cycle
894 256
139
180 181 123 793
215
208 199 0.6
87
145 172 175 174
158
113 144 110
538 114 75 0.4
845 55
479 84 96 0.4
440 87 70 Recession
765 760 771
706 417 428 45 75 0.3
48 33
52 12.5%
111 30
483
434
#5
95 85 88
105 99 0.2
365 380 407 71 74 79
45
0.0
2010 2011 2012 2013 2014 2015 2016 2017 2018 YTD 2010 2011 2012 2013 2014 2015 2016 2017 2018 YTD (0.1)
Sep ‘19 Sep ‘19
2012 2013 2014 2015 2016 2017 2018 YTD
Sep ‘19
Effective Jun ‘11, Chrysler Group LLC was fully
consolidated by Fiat S.p.A.. Full year data for
Latin America region not available prior to 2012.

Figures may not add due to rounding

Source: Company information
PSA AND FCA PROPOSED MERGER – December 18, 2019 27