Groupe Renault - 2019 Universal Registration Document

RENAULT: A RESPONSIBLE COMPANY

ANNUAL GENERAL MEETING OF RENAULT ON APRIL 24, 2020

CORPORATE GOVERNANCE

GROUPE RENAULT

FINANCIAL STATEMENTS

RENAULT AND ITS SHAREHOLDERS

ADDITIONAL INFORMATION

COMPENSATION OF COMPANY OFFICERS

Compensation components submitted for approval Stock options, performance shares or any other long-term benefit (stock warrants, etc.)

Amounts paid during the past financial year

Amounts awarded in respect of the past financial year or book value Presentation

Performance shares = €177,592

The Board of Directors of June 12, 2019 awarded 50,000 performance shares in respect of the 2019 financial year to the Chief Executive Officer. This allocation of performance shares to the Chief Executive Officer represents 0.018% of Renault SA’s share capital. The Board of Directors on November 8, 2019, ruling on the financial conditions for the departure of Mr Thierry Bolloré, noted that the latter’s rights to the performance shares allocated in 2019 in respect of his office as Chief Executive Officer of Renault SA and not yet definitively vested were maintained, it being specified that: the allocation rate of these performance shares shall be on a pro rata basis to take (i) into account the effective presence of Mr Thierry Bolloré within Renault SA during the vesting period, the vesting period shall not be accelerated and (ii) the plans rules of the said performance shares, including the performance (iii) conditions, shall continue to apply, in accordance with the compensation policy approved by the Annual General Meeting of June 12, 2019. Accordingly, the number of performance shares in respect of the 2019 financial year may amount to a maximum of 5,520 performance shares if all performance criteria are achieved at the end of the 3-year period. Out of these 5,520 performance shares, the number of shares definitively vested will depend on achievement of the following performance criteria: total shareholder return (TSR) (10% maximum), P free cash flow (FCF) (30% maximum), P percentage of models manufactured on the Alliance platforms (30% maximum), P and electric vehicles sales volume (30% maximum). P These performance criteria are measured over a cumulative three-year period (2019, 2020 and 2021). The Chief Executive Officer, as he is not a director, did not receive any compensation in this respect. The Chief Executive Officer benefited from two company cars and one company car with driver. The Chief Executive Officer does not benefit from any severance pay clause. On April 3, 2019, the Board of Directors authorized the signature of a non-compete agreement for Mr Thierry Bolloré. Pursuant to this authorization, the agreement was entered into between the Company and Mr Thierry Bolloré on April 3, 2019. In accordance with the recommendation of the AFEP-MEDEF Code, the Board of Directors of November 8, 2019 decided, upon the end of Mr Thierry Bolloré’s term of office, to waive the benefit of the non-compete agreement subscribed by Mr Thierry Bolloré on April 3, 2019. Consequently, no monetary consideration has been paid to Mr Thierry Bolloré. The signature of this agreement was approved by the Shareholders’ Annual General Meeting of June 12, 2019 (14 th resolution). Under this agreement, Mr Thierry Bolloré undertook, as of the end of his term of office as Chief Executive Officer, not to engage, directly or indirectly, in an activity that competes with those of the Group, on his own behalf, on behalf of companies in the automotive design, construction and marketing sectors (mainly passenger cars and commercial vehicles), or on behalf of automotive suppliers. The application of this clause was limited to: a period of twenty-four (24) months following the date on which Mr Thierry Bolloré P effectively ceased to exercise his term of office (mandate social); the territories in which the Group operates at the time of the termination of the P term of office, excluding countries located in Africa and Oceania, and, in the case of equipment manufacturers, North America (United States, Canada). In consideration for his non-compete obligation, Mr Thierry Bolloré would receive from the Company, during the period of application of the agreement (twenty-four months) and subject to there being no breach of this agreement, gross financial compensation corresponding to two years of gross annual compensation (fixed compensation and annual variable compensation paid in cash), payable in twenty-four monthly installments. The gross annual compensation retained for this calculation will be the one paid during the twelve months preceding the date of termination of the corporate office.

(Book value of the 5,520 shares allocated in respect of the 2019 financial year, prorated)

03

Compensation for directorship Benefits of any kind

N/A

N/A

€5,487

Termination benefit

N/A

N/A

Non-compete indemnity €0

305

GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019