Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

a profit-sharing payment of €19,614 in respect of the 2018 P financial year paid in 2019; other benefits (two company cars) valued at €9,604 in respect of P the 2019 financial year. a non-compete agreement; and P

the benefit of a top-up collective pension scheme arranged for the P members of the Groupe Renault’s Executive Committee which includes a defined-contribution scheme and a defined-benefit scheme (Article 39) that was closed on December 31, 2019 with the loss of the corresponding rights. These compensation components related to the employment contract and not the corporate office are not submitted for approval by shareholders at the Annual General Meeting on April 24, 2020.

Summary tables of the corporate officers’ compensation 3.2.2.5 The following tables have been drawn up pursuant to the recommendations of the AFEP-MEDEF Code.

TABLE 1 – SUMMARY OF THE COMPENSATION, OPTIONS, AND SHARES ALLOCATED TO THE EXECUTIVE OFFICERS (TABLE NO. 1 AS PER AFEP-MEDEF CODE RECOMMENDATIONS) 2019 2018

2017

Carlos Ghosn – Chairman and Chief Executive Officer (from January 1 to January 23, 2019) Compensation allocated for the financial year (details provided in table 2) Valuation of options allocated during the financial year (details provided in table 4) (1) Valuation of performance shares allocated during the financial year (details provided in table 6)

0

1,949,610

2,734,550

None

None

None

0

3,063,859

4,641,684

Valuation of other long-term compensation plans

None

None

None

TOTAL (THEORETICAL)

0

5,013,469

7,376,234

Valuation of shares corresponding to the deferred variable compensation of the financial year and permanently lost Valuation of the performance shares allocated during the financial year and permanently lost Variable compensation not paid following the negative vote as part of the ex-post say-on-pay (1) Thierry Bolloré – Chief Executive Officer Compensation allocated for the financial year (details provided in table 2) Valuation of options allocated during the financial year (details provided in table 4)* Valuation of performance shares allocated during the financial year (details provided in table 6) TOTAL (ACTUAL)

N/A N/A N/A

(672,000) (3,063,859) (224,000) 1,053,610

(1,088,550) (4,641,684)

N/A

0

1,646,000

987,271

N/A N/A N/A N/A

N/A N/A N/A N/A

None

1,608,625

Valuation of other long-term compensation plans

None

TOTAL (THEORETICAL)

2,595,896

-

-

Revaluation of performance shares pro rata following the departure of Mr Bolloré

177,592

TOTAL (ACTUAL)

1,164,863

-

-

Clotilde Delbos – Interim Chief Executive Officer Compensation allocated for the financial year (details provided in table 2) Valuation of options allocated during the financial year (details provided in table 4)  (1) Valuation of performance shares allocated during the financial year (details provided in table 6)

125,460

N/A N/A N/A N/A

N/A N/A N/A N/A

None None None

Valuation of other long-term compensation plans

TOTAL (ACTUAL) 125,460 In accordance with the recommendation of the Board of Directors, the Annual General Meeting of June 12, 2019 rejected the 10 th resolution concerning Mr Carlos Ghosn’s (1) compensation in his capacity as Chairman and Chief Executive Officer for the 2018 financial year. Consequently, pursuant to Article L. 225-100 of the French Commercial Code, the portion payable in cash of Mr Carlos Ghosn’s variable compensation for 2018, i.e. €224,000, has not been be paid to him.

Mr Carlos Ghosn’s theoretical total compensation shown in the table above takes into account the book value of his performance shares and shares corresponding to his deferred variable compensation portion, which had been allocated to him in respect of the financial years mentioned. However, during its meetings of February 13 and April 3, 2019 the Board of Directors recorded the loss of Mr Carlos Ghosn’s performance shares allocated for the financial years from 2015 to 2018, as well as the shares corresponding to his deferred variable compensation portion for the financial years from 2014 to 2018, given that the presence condition attached to the vesting of these shares is not met, and cannot be met, due to Mr Carlos Ghosn’s resignation from his offices as Chairman of the Board of Directors and Chief Executive Officer of Renault effective as from January 23, 2019.

Mr Thierry Bolloré’s theoretical total compensation shown in the table above takes into account the book value of the 50,000 performance shares which had been allocated to him for the 2019 financial year. However, the Board of Directors’ meeting of November 8, 2019 decided that these performance shares will be allocated pro rata to take into account the effective presence of Mr Thierry Bolloré within Renault SA during the vesting period. The number of Mr Thierry Bolloré’s performance shares for financial year 2019 could thus amount to a maximum of 5,520 performance shares if all the performance criteria are met at the end of the 3-year period.

310 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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