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

50,000 performance shares allocated as part of his employment P contract in respect of the 2018 financial year, not yet definitively vested, it being stipulated (i) that the allocation rate for these performance shares shall be on a pro rata basis to take into account the effective presence of Mr Thierry Bolloré within Renault SA during the vesting period, (ii) the vesting period shall not be accelerated and (iii) 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 2018 financial year may accordingly amount to 27,509 performance shares if all performance criteria are achieved at their maximum level. Moreover, it was decided that Mr Thierry Bolloré should retain the possibility of exercising the 14,865 stock-options holder granted in 2012 under his employment contract, up to the end of the financial year ending on December 12, 2020. The exercise price of these options, each giving the right to one share, amounts to €37.43 per share. As these components of compensation do not concern a corporate office, they are not submitted for shareholder approval at the Annual General Meeting of April 24, 2020.

Given the exceptional circumstances and transitory nature of the appointment of Ms Clotilde Delbos as interim Chief Executive Officer, the Board of Directors’ meeting of November 8, 2019 decided, on the recommendation of the Governance and Compensation Committee, to maintain the employment contract between Ms Clotilde Delbos and Renault s.a.s. for her functions as Group Chief Financial Officer, under the supervision of the Chairman of Renault s.a.s., Mr Jean-Dominique Senard. Consequently, the Board of Directors decided to maintain the compensation of Ms Clotilde Delbos in respect of her employment contract and to grant an additional compensation in respect of her new functions as interim Chief Executive Officer. Compensation components of Ms Clotilde Delbos as interim Chief Executive Officer Ms Clotilde Delbos’ compensation in respect of her office as interim Chief Executive Officer was set based on the compensation policy for the Chief Executive Officer approved by the Shareholders’ Annual General Meeting of June 12, 2019 and taking into account the compensation received in respect of her employment contract. The compensation components of Ms Clotilde Delbos for the 2019 financial year, presented below, 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 the office during the 2019 financial year or awarded in respect of the same financial year to all company 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.

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Compensation of Ms Clotilde Delbos as interim Chief Executive Officer in 2019

3.2.2.4

At its meeting of October 11, 2019, the Board of Directors decided (i) to terminate Mr Thierry Bolloré’s office as Chief Executive Officer of Renault SA with immediate effect and (ii) to appoint, with immediate effect, Ms Clotilde Delbos as Chief Executive Officer of Renault SA for an interim period, until a new Chief Executive Officer is appointed.

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 Ms Clotilde Delbos in respect of her office as interim Chief Executive Officer. The table below presents the information for the specific vote on the compensation components of Ms Clotilde Delbos, interim Chief Executive Officer:

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

Fixed compensation 2019 €83,307

€83,307 (from October 11 to December 31, 2019)

The interim Chief Executive Officer receives annual fixed compensation of €371,329, payable in twelve monthly installments (prorated from October 11, 2019). Ms Clotilde Delbos, who also benefits from annual fixed compensation of €528,671 in respect of her employment contract with Renault s.a.s. (see paragraph - Compensation components of Ms Clotilde Delbos in respect of her employment contract with Renault s.a.s. - below), benefits, therefore, from a total fixed compensation equal to €900,000 on an annual basis (amount paid on a pro rata basis from October 11, 2019).

(from October 11 to December 31, 2019)

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019