Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

Compensation policy for the Chief Executive Officer During its meeting on February 13, 2020, the Board of Directors, on the recommendation of the Governance and Compensation Committee, set the compensation policy for the Chief Executive Officer for the 2020 financial year. Draft resolution submitted to the Annual General Meetingof April 24, 2020 pursuant to Article L. 225-37-2 II of the French Commercial Code The Annual General Meeting, voting under the conditions of quorum and majority required for Ordinary General Meetings, and having reviewed the Board of Directors’ report on corporate governance referred to in Article L. 225-37 of the French Commercial Code describing the components of the compensation policy for corporate officers set by the Board of Directors, approves, in application of Article L. 225-37-2 II of the French Commercial Code, the compensation policy for the Chief Executive Officer, as presented in the Company’s 2019 Universal registration document, chapter 3.2.4.2. The Board of Directors considered that Mr Luca de Meo, through his background, experience and success in his previous functions, combines all of the qualities required to contribute to all aspects of Groupe Renault’s development and transformation. Competition for the external recruitment of top executives in the global automotive market is intense. It is therefore essential to 3.2.4.2 13th resolution - Approval of the compensation policy for the Chief Executive Officer for the 2020 financial year

ensure that the total compensation of the Chief Executive Officer is attractive and competitive compared to the practices of comparable companies. Given the international profile and experience of Mr Luca de Meo in the automotive industry, the Governance and Compensation Committee thus proposed total compensation based on the level of his previous compensation and the compensation allocated by CAC 40 companies and that of international groups in the automotive sector (Fiat Chrysler, General Motors, Ford, Honda, PSA, Daimler, BMW, Volkswagen, Volvo and Toyota), as well as the missions to be entrusted to him. The benchmark study carried out in December 2019 by a specialized consulting firm in the context of the Chief Executive Officer’s external recruitment process showed that the total compensation detailed below is lower than the median of each of the two panels mentioned above. Annual fixed compensation The annual fixed compensation of the Chief Executive Officer is set at a gross amount of €1,300,000, payable in twelve monthly installments (amount that will be paid pro rata temporis as of the effective start of Mr Luca de Meo’s term of office scheduled for July 1, 2020). Annual variable compensation The amount of annual variable compensation may reach 150% of the fixed compensation paid if all performance criteria are fully achieved . The annual variable compensation will be fully paid in cash. For the 2020 financial year, the performance criteria set by the Board of Directors include four quantifiable criteria and three qualitative criteria. The Board of Directors has deemed these to be key indicators of Groupe Renault’s performance.

The criteria and their weighting are shown in the tables below.

QUANTIFIABLE CRITERIA FOR THE 2020 FINANCIAL YEAR (0% TO 100% OF FIXED COMPENSATION) Given the environmental stakes and new regulations, the criterion of CO 2 emissions of passenger cars (CAFE regulation) has been added to the quantifiable criteria of the previous compensation structure. Achievement of this target in 2020 is a financial and reputational stake, and thus a priority objective for the Group. In addition, given the importance of generating cash (free cash flow), it has been decided to maintain the weighting of this criterion and, consequently, to reduce the weighting of Group revenues and operating margin criteria.

Group operating margin (Group MOP)

Free cash flow (FCF)*

Group revenues

CO 2 emissions

Target

The operating margin is the key P indicator of the Company’s profitability.

A high level of free cash flow P demonstrates the use of strict financial discipline within the Company, allowing growth to be funded and the possibility of dividend payments.

Revenue is the indicator that P reflects the company’s level of activity.

This criterion, which is a major P stake for carmakers in 2020, measures the average emissions of passenger cars registered in Europe, based on CAFE regulations (see section 2.3.3 of the Universal registration document). 20% if on target and maximum. P 0% if the level of CO 2 emissions P is strictly above the regulatory target. 20% if the level of CO 2 emissions P is equal to or lower than the regulatory target.

Weighting (as a percentage of fixed compensation)

30% maximum. P

30% maximum. P

20% maximum. P

Payout rate

0% if the operating margin is P strictly lower than the budget. 24% if the operating margin is P equal to the budget. 30% if the operating margin is P equal to or higher than budget +0.2 points. Linear interpolation if the P operating margin is between budget and budget +0.2 points.

0% if free cash flow is strictly P lower than the budget. 24% if free cash flow is equal to P the budget. 30% if free cash flow is equal to P or higher than budget +50%. Linear interpolation if free cash P flow is between budget and budget +50%.

0% if revenues are strictly lower P than the budget. 16% if revenues are equal to the P budget. 20% if revenues are equal to or P higher than the budget +2.5%. Linear interpolation if revenues P are between budget and budget +2.5%.

For reasons of commercial confidentiality, the Company does not disclose ex-ante target figures for these performance criteria. However, it will publish ex-post the rate of achievement of these criteria. Before restructuring expenses. *

316 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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