Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

Compensation components submitted for approval

Amounts paid during the past financial year

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

Top-up pension scheme

€0

Mr Thierry Bolloré benefited from the collective top-up pension scheme set up for the members of Groupe Renault’s Executive Committee. This plan was authorized by the Board of Directors on April 3, 2019 and approved by the General Meeting of June 12, 2019 (15 th resolution). On November 8, 2019, ruling on the financial conditions for the departure of Mr Thierry Bolloré, the Board of Directors noted that: Mr Thierry Bolloré will retain the rights acquired in respect of the (i) defined-contribution pension scheme under the conditions set by the scheme’s rules. Mr Thierry Bolloré lost his rights to the defined-benefit top-up pension scheme as a (ii) result of his departure from Renault SA. It is reminded that the pension scheme from which Mr Thierry Bolloré benefited was composed of (a) a defined-contribution scheme and (b) a top-up defined-benefit pension scheme. Defined-contribution pension scheme (Article L. 242-1 of the French Social (a) Security Code) Mr Thierry Bolloré benefited from a defined-contribution scheme; these contributions correspond to 8% of that part of his annual compensation (fixed and variable components) between eight and sixteen times the annual French Social Security cap (Band D); of this, 5% is paid by the Company and 3% by Mr Thierry Bolloré. The Company’s commitment is limited to the payment of his share of the contributions to the insurance firm managing the scheme. The estimated amount of the Chief Executive Officer’s annuity at December 31, 2018, based on the seniority acquired at that date, represented €6,022 per year in respect of the top-up defined-contribution pension scheme, assuming retirement entitlements are taken at the age of 65. Top-up defined-benefit pension scheme (Article L. 137-11 of the French Social (b) Security Code) Mr Thierry Bolloré also benefited from a top-up defined-benefit pension scheme, arranged and financed by the Company, the management of which is outsourced to an insurance firm. Benefiting from this scheme is subject to a seniority condition (five years minimum with the Company and at least two years on the Group Executive Committee) and a presence condition as corporate officer, applied as of retirement. The reference compensation used to calculate the top-up defined-benefit pension scheme is equal to the average of the three gross annual compensations (fixed and variable components) the highest during the last ten years of activity prior to retirement.The annual amount paid into this pension scheme is equal to 10% of the reference compensation, this percentage rising by 1.4 percentage points per year of seniority in excess of five years on the Group Executive Committee, and by 0.4 percentage points per year of seniority other than on the Group Executive Committee, in the case of more than five years’ seniority with the Company. The amount is capped at 30% of the reference compensation. The reference compensation in question is capped at 65 times the annual French Social Security cap. In any event, the annual total of these pension amounts for the Chief Executive Officer may not exceed 45% of his reference compensation. If this cap is exceeded, the amount of the top-up defined-benefit pension will be reduced accordingly. The Company’s commitment to its Chief Executive Officer as of December 31, 2018, based on his seniority at that date, represented €169,138 in gross annual pension in respect of this top-up defined-benefit pension scheme. On the recommendation of the Governance and Compensation Committee, the Board of Directors of November 8, 2019, ruling on the terms Mr Thierry Bolloré’s departure, approved the signature by Renault SA of a settlement agreement with Mr Thierry Bolloré notably covering the waiver by the latter to any claim in respect to his functions and their termination. As part of this transaction, it was decided that Mr Thierry Bolloré should maintain the benefit of: 25,000 performance shares allocated as part of his employment P contract in respect of the 2017 financial year, not yet definitively vested, it being stipulated (i) that the vesting period shall not be accelerated and (ii) that the plans rules of the said performance shares, including the performance conditions, shall continue to apply. The number of performance shares in respect of the 2017 financial year may accordingly amount to 25,000 performance shares if all performance criteria are achieved at their maximum level; Information about the financial conditions for Mr Thierry Bolloré’s departure

Compensation components of Mr Thierry Bolloré in respect of his employment contract Mr Thierry Bolloré was appointed as Deputy Chief Executive Officer on November 20, 2018. He did not receive any compensation for his office and retained the benefit of his employment contract until his appointment as Chief Executive Officer on January 24, 2019, date on which his employment agreement was terminated. Pursuant to his employment contract, the compensation elements and benefits of all kinds paid to Mr Thierry Bolloré during the 2019 financial year (from January 1 to 24) were as follows: fixed compensation of €48,208; P variable compensation allocated in respect of the 2018 financial P year and paid in 2019 of €885,840; a profit-sharing payment of €19,614 allocated in respect of the P 2018 financial year and paid in 2019; other benefits (two company cars) valued at €277; and P the benefit of an additional defined-contribution collective P pension scheme.

306 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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