Groupe Renault - 2019 Universal Registration Document

03

COMPENSATION OF COMPANY OFFICERS CORPORATE GOVERNANCE

Compensation policy for directors for the 2020 financial year At its meeting held on October 18, 2019, the Board of Directors, on the recommendation of the Governance and Compensation Committee, approved the compensation policy for directors for the 2020 financial year. Draft resolution submitted to the Annual General Meeting of April 24, 2020 pursuant to Article L. 225-37-2 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 report on corporate governance in accordance with the provisions of Article L. 225-37 of the French Commercial Code, a report which sets out the components of compensation policy of the corporate officers set by the Board of Directors, approves, pursuant to Article L. 225-37-2 II of the French Commercial Code, the compensation policy for directors referred to in Article L. 225-45 of the French Commercial Code, as presented in the Company’s 2019 Universal registration document, chapter 3.2.4.4. 3.2.4.4 15th resolution - Approval of the compensation policy for directors for the 2020 financial year Overall budget for directors’ compensation The Annual General Meeting of June 15, 2018 set at €1,500,000 the maximum amount of compensation to be allocated among the directors (17 th resolution). Allocation policy The new policy for allocating directors’ compensation adopted by the Board of Directors for the 2020 financial year consists of setting a maximum annual amount of directors’ compensation for participation in Board of Directors’ meetings and meetings of each of the committees, which will include: a fixed portion, pro-rated according to the duration of the office P over the year; and a variable portion, pro-rated according to the attendance rate over P the total number of meetings for the year. The variable portion related to attendance at the meetings of the Board of Directors and of committees is preponderant compared to the fixed portion. The advantages of this new allocation policy are that it will prevent the annual maximum amount for directors’ compensation from being exceeded, and there will be a strong correlation between compensation and attendance.

From May 1, 2020, the contributions correspond to: 3.5% of the gross annual compensation between eight and sixteen P times the annual French Social Security cap (Band C), paid 2.5% by the Company and 1% by Ms Clotilde Delbos; then 8% of the gross annual compensation between eight and P sixteen times the annual French Social Security cap (Band D), paid 5% by the Company and 3% by Ms Clotilde Delbos. The total amount of the contribution (employer’s and employee’s share) is capped at a lump sum equal to 8% of eight times the French Social Security cap. Optional defined-contribution pension scheme (Article 82) b) The interim Chief Executive Officer will benefit from the new defined-contribution pension scheme that will be set up from May 1, 2020 for the benefit of the corporate officers and members of the Group’s Executive Committee. This new system provides for the payment by the Company to a third-party entity (an insurer) of contributions equal to 12.5% of the gross annual compensation (fixed and variable) effectively received. The contributions paid in this way do not benefit from any preferential tax and social security conditions. For this reason, the interim Chief Executive Officer will receive a lump-sum indemnity equal to the amount of the contribution paid on her behalf to the insurer. Payment of this indemnity will be concurrent with payment of the contribution to the insurer. The contributions and the lump-sum indemnity amounts will be dependent on the Company’s performance insofar as the calculation basis includes the variable portion of the compensation which is related to the Group’s results. Compensation components of Ms Clotilde Delbos in respect of her employment contract On the recommendation of the Governance and Compensation Committee, the Board of Directors decided at its meeting held on November 8, 2019 to maintain Ms Clotilde Delbos’ 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. Pursuant to her employment contract with Renault s.a.s., the compensation elements and benefits for Ms Clotilde Delbos for the 2020 financial year are as follows: annual fixed compensation for the 2020 financial year of €528,671 P payable in 12 monthly installments; annual variable compensation for the 2020 financial year that can P represent up to 150% of the fixed compensation if all the qualitative and quantitative performance criteria are achieved; long-term compensation allocated for the 2020 financial year in P the form of 20,000 performance shares; a profit-sharing scheme; P

benefits in kind (company cars); P a non-compete agreement; and P

the benefit of an additional collective pension scheme arranged P for the members of the Group Executive Committee which includes a mandatory defined-contribution scheme (Article 83) and an optional defined-contribution scheme (Article 82).

324 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

Find out more at www.groupe.renault.com