Report
Expert Corporate Governance Service (ECGS)
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Peugeot - EGM 04 January 2021

The EGM is called to approve the merger plan entered into by Fiat Chrysler Automobiles ("FCA") and Peugeot Group ("PSA") on 17 December 2019 and subsequently amended on 14 September 2020.

Item 1
The operation presented as a merger of equals does not seem to respect the respective values of the two groups nor to reward the investment and strategic choices made by PSA. The shareholders of PSA pay an implicit control premium that is not reflected in the composition of the Board. The transfer of the registered office to the Netherlands will lead to a deterioration of the shareholders' rights. Accordingly, we recommend that shareholders oppose this resolution.

Item 2
In connection with the merger described in the previous resolution, it is proposed to eliminate the double voting rights (fully paid-up shares registered in the name of the same holder for at least two years will carry double voting rights at the shareholders’meeting). However, this positive proposal should be put into perspective due to the implementation of a similar system within the new entity that will be created following the merger. As a point of principle, we will therefore support this resolution to return to the principle "one share - one vote". We recommend that shareholders approve this resolution.

Underlying
Peugeot SA

Peugeot is an automobile manufacturer (cars and light commercial vehicles), supported by two brands: Peugeot and Citroen. Co.'s activities are divided into four main segments: Automobile (Co. designs, manufactures and markets passenger cars and light commercial vehicles under Peugeot and Citroen brands), Finance (Co. provides retail and wholesale financing to customers and dealer networks), Automotive equipment (Co. produces Interior Systems, Automotive Seating, Automotive Exteriors and Emissions Control Technologies) and Other businesses (Co. produces scooters).

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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