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

Annual variable compensation The amount of the variable compensation may reach 150% of the fixed portion received in respect of her role as corporate officer if all performance objectives are fully achieved. This 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. They are the same criteria as those applicable to the annual variable compensation of the Chief Executive Officer.

Ms Clotilde Delbos, who also benefits from a gross annual fixed compensation of €528,671 under his employment contract with Renault s.a.s. (see paragraph Compensation components of Ms Clotilde Delbos under her employment contract below), will thus benefit from a total fixed compensation of €900,000 on an annual basis (amount that will be pro-rated from January 1, 2020 and until the end of the corporate office on June 30, 2020).

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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 reflects  P 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 is P 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

Payment 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 the P 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 the target figures for these performance criteria. However, it will publish the achievement rate for this criterion at the end of the performance cycle. Before restructuring expenses. *

QUALITATIVE CRITERIA FOR THE 2020 FINANCIAL YEAR (0% TO 50% OF FIXED COMPENSATION) On the recommendation of the Governance and Compensation Committee, the Board of Directors decided to change the qualitative criteria in order to take into account the Alliance’s new operating approach and the priority given to customer satisfaction and vehicle quality. Achievement of these three qualitative criteria directly contributes to the Group’s performance.

Quality of CSR and environmental commitments

Renault-Nissan-Mitsubishi Alliance

Customer Satisfaction/Quality

Target

The Alliance is essential to improving its P members’ competitiveness, by enabling them to benefit from economies of scale that are particularly important in the context of the automotive industry transition. The indicators mentioned below are key factors in the Alliance’s new momentum.

This criterion aims to strengthen the P consideration of stakeholders’ interests, thus contributing to the company’s sustained performance.

Product quality and customer satisfaction P directly contribute to the Group’s performance.

Weighting (as a percentage of fixed compensation)

16.66% if on target and maximum. P

16.66% if on target and maximum. P

16.66% if on target and maximum. P

Indicators

Meetings of the Alliance Operating Board P Implementation of Leader/follower projects P Formalization of the regional optimization P plans Number of new partnership projects P

Health and safety (accident frequency rate) P Gender pay-gap ratio P Car recycling rate P Maintaining good employee-employer P relations, worldwide and particularly in France (measured by the rate of commitment in the employee satisfaction survey)

Incident rate P Number of complaints per vehicles P Level of customer satisfactions P

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019