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

N/A

The interim Chief Executive Officer does not receive any allocations of performance shares in respect of her corporate office. Ms Clotilde Delbos was granted performance shares under her employment contract for the 2019 financial year (see paragraph - Compensation components of Ms Clotilde Delbos compensation under her employment contract with Renault s.a.s. - below). The interim Chief Executive Officer, as she is not a director, did not receive any compensation in this respect. The interim Chief Executive Officer does not receive benefits of any kind in respect of her corporate office. The interim Chief Executive Officer does not benefit from any severance pay. Renault SA has not signed a specific non-compete agreement with Ms Clotilde Delbos in respect of her corporate office. Ms Clotilde Delbos is bound by a non-compete agreement in respect of her employment contract with Renault s.a.s. The interim Chief Executive Officer benefits from the collective pension scheme set up for members of Groupe Renault’s Executive Committee. The benefit of this top-up pension scheme to the interim Chief Executive Officer was approved by the Board of Directors on November 8, 2019, in accordance with the compensation policy approved by the Shareholders’ Annual General Meeting of June 12, 2019 for the Chief Executive Officer. This scheme includes a defined-contribution pension scheme and a defined-benefit pension scheme. Defined-contribution pension scheme (Article L. 242-1 of the French Social (a) Security Code) Ms Clotilde Delbos benefited from a defined-contribution pension scheme; these contributions correspond to 8% of that part of her 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 Ms Clotilde Delbos. The Company’s commitment to its interim Chief Executive Officer is limited to the payment of its share of the contributions to the insurance firm managing the scheme. The contributions paid to the insurance firm as part of this scheme are calculated based on Ms Clotilde Delbos’ compensation in respect of both her corporate office and employment contract. The amount of Ms Clotilde Delbos’ estimated annual pension in respect of both her corporate office and employment contract represented €4,366 at December 31, 2018 (for a retirement liquidation at 65 years). Top-up defined-benefit pension scheme (Article L. 137-11 of the French Social (b) Security Code) Ms Clotilde Delbos also benefits 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 Chief Executive 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. Pursuant to the publication of ruling no. 2019-697 of July 3, 2019, based on Article 197 of the “Pacte” Law and reforming the top-up defined-benefit pension scheme as of December 31, 2019, Groupe Renault decided to close this top-up defined-benefit pension scheme, resulting in the loss of the corresponding rights for all active beneficiaries, including Ms Clotilde Delbos (see Note 27-A to the 2019 consolidated financial statements, Chapter 4.2.6.6 of the Universal registration document for provisions reversals triggered by the closure of this scheme). Pursuant to her employment contract with Renault s.a.s., the compensation elements and benefits of any kind paid to Ms Delbos in respect of the 2019 financial year are as follows: annual fixed compensation in respect of the 2019 financial year of P €524,822 paid in twelve monthly installments; variable compensation of €590,110 allocated in respect of the P 2018 financial year and paid in 2019; long-term compensation allocated in respect of the 2019 financial P year in the form of 20,000 performance shares;

Compensation for directorship

N/A

N/A

Benefits of any kind

N/A

03

Termination benefit

N/A

 N/A

Non-compete indemnity

N/A

 N/A

Top-up pension scheme

€0

Compensation components of Ms Clotilde Delbos in respect of her employment contract with Renault s.a.s It is recalled that when Ms Clotilde Delbos was appointed as interim Chief Executive Officer, the Board of Directors decided to maintain her employment contract as Group Chief Financial Officer with Renault s.a.s. and the associated compensation, given the exceptional circumstances and transitory nature of the situation.

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019