Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

Compensation of the corporate officers in 2019 3.2.2

Compensation of Mr Carlos Ghosn as Chairman and Chief Executive Officer (from January 1 to 23, 2019)

2019 in accordance with the provisions of Article L. 225-37-2 of the French Commercial Code (12 th resolution). This compensation policy for the Chairman of the Board of Directors consists of a fixed compensation and benefits in kind, to the exclusion of any other variable or exceptional compensation, any allocation of stock-based compensation and compensation of the directorship . For more details on the compensation policy for the Chairman of the Board of Directors for the 2019 financial year, see chapter 3.2.4.2 of the 2018 Registration document. The compensation components of Mr Jean-Dominique Senard for the 2019 financial year presented in this chapter 3.2.2.2 are part of the information indicated in Article L. 225-37-3 I of the French Commercial Code notably including the total compensation and benefits of any kind paid in respect of their corporate office during the 2019 financial year or awarded in respect of the same financial year to all corporate officers. This information will be submitted to a general vote in application of II of Article L. 225-100 of the French Commercial Code during the Annual General Meeting of April 24, 2020. Moreover, in application of III of Article L. 225-100 of the French Commercial Code, the Annual General Meeting of April 24, 2020 will be asked to approve a specific draft resolution on the total compensation and benefits of any kind paid during the 2019 financial year or awarded in respect of the same financial year to Mr Jean-Dominique Senard in respect of his office as Chairman of the Board of Directors.

3.2.2.1

During its meeting of April 3, 2019, the Board of Directors, on the recommendation of the Compensation Committee, decided that no compensation should be paid or awarded for the 2019 financial year to Mr Carlos Ghosn, who resigned from his functions as Chairman of the Board and Chief Executive Officer on January 23, 2019, given his impediment until that date. In accordance with the provisions of article L. 225-37-2 of the French Commercial Code, the Annual General Meeting of June 12, 2019 approved this compensation policy for the Chairman and Chief Executive Officer for the 2019 financial year (i.e. the period from January 1, 2019 up to his resignation on January 23, 2019). In accordance with this policy, no compensation or benefits were paid or awarded to Mr Carlos Ghosn during the 2019 financial year.

Compensation of Mr Jean-Dominique Senard as Chairman of the Board of Directors in 2019

3.2.2.2

On the recommendation of the Compensation Committee, the compensation policy of the Chairman of the Board of Directors for the 2019 financial year was set by the Board of Directors on April 3, 2019, then approved by the Annual General Meeting on June 12,

The table below presents the information for the specific vote on Mr Jean-Dominique Senard’s compensation components as Chairman of the Board of Directors:

Amounts awarded in respect of the past financial year

Amounts paid during the past financial year

Compensation components submitted for approval

or book value Presentation

The Chairman of the Board of Directors receives annual fixed compensation of €450,000 payable in 12 monthly installments (pro rated from January 24, 2019). N/A The Chairman of the Board of Directors does not receive any annual variable compensation. N/A The Chairman of the Board of Directors does not receive any multi-year variable compensation. N/A The Chairman of the Board of Directors does not receive any exceptional compensation. N/A The Chairman of the Board of Directors does not benefit from any long-term compensation in the form of stock options or performance shares. N/A The Chairman of the Board of Directors does not receive any compensation in respect of his office as director. The Chairman benefited from one company car since June 2019 and one car with driver. N/A  The Chairman of the Board of Directors does not benefit from any termination benefit clause. N/A The Chairman of the Board of Directors does not benefit from any top-up pension scheme.

Fixed compensation 2019

€422,883

€422,883

Annual variable compensation 2019

N/A

Multiyear variable compensation

N/A

Exceptional compensation

N/A

Stock options, performance shares or any other long-term benefit (stock warrants, etc.)

Compensation for directorship

N/A

Benefits of any kind

€1,716 

€1,716

Termination benefit

N/A

Top-up pension scheme

N/A 

302 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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