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

Annual variable compensation 2019

€0

€42,153 (amount awarded in respect of the 2019 financial year and payable in 2020)

The interim Chief Executive Officer’s variable portion which is fully payable in cash, corresponds to a percentage of the fixed portion that may reach 125% if all performance objectives are achieved. On February 13, 2020, on the recommendation of the Governance and Compensation Committee, the Board of Directors set the level of achievement of the performance criteria that determine the amount of annual variable compensation for the interim Chief Executive Officer in respect of the 2019 financial year, as follows: Q uantifiable criteria related to financial performance: 30% (out of a maximum of P 100%) broken down as follows: 0% (out of a maximum of 40%) for the Group operating margin criterion. P Budgeted Group operating margin was 6% and the actual Group operating margin for 2019 was 4.8%. 0% (out of a maximum of 30%) for the Group revenues criterion. Budgeted P revenues were €57,500 million, and actual 2019 revenues were €55,537 million. 30% (out of a maximum of 30%) for the free cash flow (FCF) criterion. Budgeted P FCF was €150 million and the actual FCF was €153 million at December 31, 2019. Qualitative criteria : 20.60% (out of a maximum of25%) broken down as follows: P Renault’s contribution to the Alliance Mid-Term Plan: 5.60% (out of a maximum P of 8.33%), This target is broken down, on the one hand, into an achievement rate for cars produced on common platforms and on the other, an achievement rate for the use of common parts. These factors generate economies of scale that contribute to reducing development, purchasing and manufacturing costs for Group vehicles. In its assessment, the Governance and Compensation Committee noted the progress of these two indicators in 2019 while taking into account certain delays due to the implementation of a new governance structure within the Alliance. Quality of CSR and environmental commitments: 7.60% (out of a maximum of P 8.33%) The targets set on workplace safety were exceeded; these are notably measured by the FR1 rate (frequency rate of workplace accidents for Renault employees requiring external medical care), which improved compared to 2018 (see Chapter 2.4.2.4 of the Universal registration document). The Group’s CSR approach, entitled Mobilize, is structured around two areas of action– inclusion and sustainable mobility – and focuses on five commitments: diversity, education, social entrepreneurship, road safety and environment. The Mobilize program has developed as planned within the Group, with an increased budget (see Chapter 2.1 of the Universal registration document). However, in terms of compliance, certain rules and procedures still need to be deployed within the Group, which explains that the quality of CRS and environmental commitments criterion was not achieved at 100%. Monitoring of the France multiyear agreement: 7.40% (out of a maximum of P 8.33%). Among the 3 sub-criteria assessed and indicated in the CAP2020 agreement, the average of production volumes in France over the 2017-2019 period is slightly lower than the 2016 volume. However, the targets for allocation of new vehicles to French plants and manufacturing of chassis and powertrain parts, as well as the level of CAPEX and the number of hires in France were achieved (see Chapter 2.4.1.4 C of the Universal registration document). The Board of Directors, having noted that the overall achievement rate of the performance criteria was 50.60% for the 2019 financial year and recalling that the annual fixed compensation of Ms Clotilde Delbos was a gross amount of €83,307 for her term of office during the 2019 financial year (gross annual amount of €371,329 pro-rated over the period from October 11 to December 31, 2019), decided to set the variable compensation of Ms Clotilde Delbos in respect of the 2019 financial year at a gross amount of €42,153. Ms Clotilde Delbos also benefits, pursuant to her employment contract with Renault s.a.s., from a variable compensation that may reach 150% of her base compensation if all performance objectives are met (see paragraph - Compensation components of Ms Clotilde Delbos in respect of her employment contract with Renault s.a.s. below). The total variable compensation of Ms Clotilde Delbos in respect of her corporate office and her employment contract may not exceed the maximum annual amount of 1,125,000 euros set for the previous Chief Executive Officer in accordance with the compensation policy voted by the General Meeting of Shareholders on 12 June 2019. The interim Chief Executive Officer does not receive any multi-year variable compensation. The interim Chief Executive Officer does not receive any exceptional compensation.

Multiyear variable compensation

N/A

N/A

Exceptional compensation N/A

N/A

308 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

Find out more at www.groupe.renault.com