Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

The number of shares fully vested by the Chief Executive Officer out of the performance shares allocated to him will depend on the achievement of the following performance criteria:

LONG-TERM PERFORMANCE CRITERIA

Percentage of models manufactured on the Alliance platforms This criterion is key indicator of P the Group’s ability to share costs and benefit from the economies of  scale provided by  the Alliance.

Total shareholder return (TSR) Free cash flow (FCF) *

Total carbon footprint

Targets

TSR is the market criterion P which reflects variations in share prices, and dividends paid. Relative TSR reflects the value delivered to shareholders, compared to the value created by alternative investments to which they have access. TSR is calculated by reference to P a benchmark, which corresponds to the sum of the average TSR Euro Stoxx Auto & Parts index results and the average Euro Stoxx ex Financials index results (both weighted equally).

Free cash flow (FCF) is a key P component of the Company’s growth capacity, as it underlies its capacity for financing the investments necessary for long-term growth and allows dividend payments.

This criterion corresponds to the P target of reducing the average carbon footprint of passenger cars and light commercial vehicles registered worldwide. It covers greenhouse gases P emitted as a result of the energy consumed by the Company to produce vehicles, as well as most other indirect emissions related to their design, manufacture, marketing, use and end-of-life treatment (see Chapter 2.3.3 of the Universal registration document). 0% if the average carbon P footprint emissions is strictly higher than the target 14% if the average carbon P footprint emissions is equal to the target 20% if the average carbon P footprint emissions is equal to or the Group target -2.5 points. Linear interpolation if average P carbon footprint is between the Group target -2.5 points and the Group target. 20% P

Weighting (as a percentage of allocation)

20% P

30% P

30% P

Payout rate

0% if the TSR is strictly lower P than the benchmark. 9% if the TSR is equal to the P benchmark. 20% if the TSR is equal to or P higher than the benchmark +10% Linear interpolation if TSR is P between the benchmark and the benchmark +10%.

0% if FCF is strictly lower than P the budget. 21% if FCF is equal to the P budget 30% if FCF is higher than or P equal to the budget +20%. Linear interpolation if FCF is P between the budget and the budget +20%.

0% if the percentage of CMF P models is strictly lower than the Mid-Term Plan indicator. 21% if the percentage of CMF P models is equal to the Mid-Term Plan indicator. 30% if the percentage of the P CMF manufacturing is higher than or equal to the Mid-Term Plan indicator +5%. Linear interpolation if the P percentage of CMF models is between the Mid-Term Plan indicator and the Mid-Term Plan indicator +5%.

As this is a relative criterion, the P amount of the target is not yet known. The Company will disclose the average figure and the relevant level of achievement at the end of the performance period.

For reasons of commercial confidentiality, the Company does not P disclose ex-ante the target figures for these criteria. However, it will publish the level of achievement for these criteria at the end of the performance cycle. 

The reduction target is part of P the Group’s environmental targets and is defined in chapter

2.3.3 of the Universal registration document.

Before restructuring expenses. *

Obligation of the Chief Executive Officer to hold and retain shares vested as a result of performance share plans The Chief Executive Officer is subject to an obligation to retain 25% of the vested performance shares in his capacity as executive officer, until the end of his term of office. The aim of this requirement is to ensure that the Chief Executive Officer’s interests are sufficiently aligned with those of shareholders.

Commitment by the Chief Executive Officer not to engage in risk hedging Pursuant to the AFEP-MEDEF Code recommendations, the Chief Executive Officer will commit, for each performance shares allocation, not to engage in performance share risk hedging. Consequences of the departure of the Chief Executive Officer on the vesting of performance shares In the event of departure from Groupe Renault before the end of the vesting period, the loss or retention of the performance shares allocated to the Chief Executive Officer will depend on the reason for the departure.

318 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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