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

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

Commitment by the interim Chief Executive Officer not to engage in risk hedging Pursuant to the AFEP-MEDEF Code recommendations, the interim Chief Executive Officer will commit, for each performance shares allocation, not to engage in performance share risk hedging. Consequences of the departure of the interim 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 interim Chief Executive Officer will depend on the reason for the departure. Retention of the rights to performance shares, pro-rated to the vesting period. Retention of th rights to all performace shares if the interim Chief Executive Officer remains an employee of a Groupe Renault’s company until the end of the vesting period Retention of the rights to performance shares, without acceleration of the vesting period. The conditions of the plans, including the performance conditions, will continue to apply. Retention of the rights. The performance criteria are deemed to be fully met. Retention of the rights to performance shares for the benefit of heirs or beneficiaries. The performance criteria are deemed to be fully met. The Board of Directors, on the recommendation of the Governance and Compensation Committee, may decide to exceptionally maintain the rights. The allocation rate would be pro-rated in order to take into account the actual presence of the interim Chief Executive Officer within the Group during the vesting period. There will be no acceleration of the vesting period and the conditions of the plans, including the performance criteria, will continue to apply. Termination benefit The interim Chief Executive Officer does not benefit from any termination benefit. Renault SA non-compete agreement. Renault SA will not sign a specific non-compete agreement with Ms Clotilde Delbos in respect of her corporate office. It is however stipulated that Ms Clotilde Delbos is bound by a non-compete agreement in respect of her employment contract. Top-up pension scheme The interim Chief Executive Officer’s pension scheme, in respect of both the corporate office and the employment contract, is similar to that of members of the Group Executive Committee (Articles 82 and 83). Mandatory defined-contribution pension scheme (Article 83) a) Until April 30, 2020, the contributions represent 8% of the gross annual compensation between eight and sixteen times the annual French Social Security cap (Band D), paid 5% by the Company and 3% by Ms Clotilde Delbos. Status of the performance shares not yet vested Total loss, in case of a dismissal for serious or gross misconduct. Retention, in all other cases of dismissal, prorated to the vesting period. Total loss.

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Departure reason

Dismissal (occuring prior to the last day of the vesting period)

Resignation (occuring prior to the last day of the vesting period)

Expiry of the term of office

Compulsory or voluntary retirement

Disability/Long-term illness

Death

Exceptional circumstances

Furthermore, there is no acceleration clause for the vesting period of the performance shares in the case of change of control.

Compensation for directorship The interim Chief Executive Officer is not a Director. Therefore, she does not receive any compensation in this respect. Benefits of any kind The interim Chief Executive Officer will not receive any other benefits in respect of her corporate office. Ms Clotilde Delbos benefits from certain benefits in kind in respect of her employment contract with Renault s.a.s. (see section “Components of compensation of Ms Clotilde Delbos in respect of her employment contract“ below). Service provision agreement No service provision agreement will be entered into between Renault SA and the interim Chief Executive Officer. Sign-on bonus The interim Chief Executive Officer does not receive any sign-on bonus.

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019