Groupe Renault - 2019 Universal Registration Document

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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

TABLE 2 – SUMMARY OF THE EXECUTIVE OFFICERS’ COMPENSATION (TABLE NO. 2 AS PER AFEP-MEDEF CODE RECOMMENDATIONS)

2019 amounts

2018 amounts

2017 amounts

Carlos Ghosn – Chairman and Chief Executive Officer (from January 1to January 23, 2019)

Allocated

Paid

Allocated

Paid

Allocated

Paid

Fixed compensation

0 0 0 0 0 0 0

1,000,000

1,230,000

Variable compensation paid in cash (1)

224,000 672,000

362,850

353,625

Variable compensation paid in shares, subject to conditions (2)

2,064,866

1,088,550

Exceptional compensation

None

Compensation allocated for directorship

48,000

47,540

48,000

Benefits of all kinds

5,610

TOTAL

1,949,610

3,480,866

2,734,550

1,637,235

Thierry Bolloré – Chief Executive Officer Fixed compensation

651,915 329,869

651,915

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A -

Annual variable compensation (3)

Exceptional compensation

N/A N/A

Compensation allocated for directorship

Benefits of all kinds

5,487

TOTAL

987,271

657,402

Clotilde Delbos – Interim Chief Executive Officer Fixed compensation

83,307 42,153

83,307

Annual variable compensation Exceptional compensation

N/A N/A

Compensation allocated for directorship

Benefits of all kinds

TOTAL - 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 in respect of 2018, i.e., €224,000, was not paid to him. Starting from 2016, the Board of Directors decided that 75% of the variable portion due for any given financial year would be converted into shares, the vesting of which (2) would be subject to presence conditions. During its meetings of February 13, 2019 and April 3, 2019, the Board of Directors, on the recommendation of the Compensation Committee, noted the loss of Mr Carlos Ghosn’s shares corresponding to the deferred variable portion of his compensation for the 2014, 2015, 2016, 2017 and 2018 financial years given that the presence condition attached to the vesting of these shares is not, and can not, 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 January 23, 2019. 125,460 83,307 - - -

TABLE 3 – SUMMARY OF BENEFITS FOR EXECUTIVE OFFICERS (TABLE NO. 11 AS PER AFEP-MEDEF CODE RECOMMENDATIONS)

Contract of employment

Top-up pension scheme

Payments and benefits due or liable to be due following cessation/change of office

Payments arising from a non-compete agreement

Other compensation

Chief Executive Officer

Carlos Ghosn Chairman and Chief Executive Officer Start of term: May 2015 End of term: January 2019

No (1)

No (2)

Thierry Bolloré Chief Executive Officer Start of term: January 2019 End of term: October 2019 Clotilde Delbos Interim Chief Executive Officer Start of term: October 2019 End of term: current

No (3)

No (4)

Yes

No (5)

Upon the recommendation of the Compensation Committee, the Board of Directors’ meeting held on April 3, 2019 noted, with regard to the defined-contribution pension (1) scheme, that Mr Carlos Ghosn’s eligibility conditions for the annual pension can only be assessed on the day on which he exercises his pension rights. The Board of Directors also noted, with respect to the top-up defined-benefit pension scheme, that the circumstances of Mr Carlos Ghosn’s resignation do not fall within either of the two cases in which the plan may be open and that he is not entitled to any pension in this respect. On the recommendation of the Compensation Committee, at its meeting on February 13, 2019, the Board of Directors decided to waive unilaterally the benefit of the (2) non-compete agreement between Mr Carlos Ghosn and the Company. At its meeting on November 8, 2019, the Board of Directors noted (i) in the case of the defined-contribution pension scheme, that Mr Thierry Bolloré will retain the rights (3) acquired in respect of the scheme under the conditions set by the rules of this scheme; (ii) in the case of the defined-benefit pension scheme, that Mr Thierry Bolloré has lost the benefit of this scheme as a result of his departure from Renault SA. The Board of Directors on November 8, 2019, decided to waive the benefit of the non-compete agreement subscribed by Mr Thierry Bolloré on April 3, 2019. Consequently, no (4) financial counterparty has been paid to Mr Thierry Bolloré. On the recommendation of the Governance and Compensation Committee, the Board of Directors decided at its meeting on November 8, 2019 to maintain Ms Clotilde Delbos’ (5) compensation under her employment contract with Renault s.a.s. and to award her additional compensation for her new duties as interim Chief Executive Officer. Ms Clotilde Delbos is bound by a non-compete agreement under her employment contract with Renault s.a.s. and she might be entitled to severance pay under this employment contract in accordance with applicable regulations.

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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