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

STOCK OPTION PLANS (TABLE NO. 8 AS PER AFEP-MEDEF CODE RECOMMENDATIONS)

– to the former Chairman and Chief Executive Officer Carlos Ghosn

Number of options exercised as of 12/31/2019

Total number of cancelled or lapsed options as of 12/31/2019

Options Outstanding (options) as of 12/31/2019

Total number of shares available for purchase

Start date of exercise period

Allocation date/ Board of Directors’ meeting date

Expiry (date)

Purchase Price  (1)

Authorization by the Shareholders’ Annual General Meeting on April 29, 2011 Plan no. 18 04/29/2011 490,000

100,000 04/30/2015 04/28/2019 100,000 12/09/2015 12/07/2019 150,000 12/13/2016 12/12/2020

38.80 26.87 37.43

438,612 140,000 293,235

51,388 160,000 51,578

0 0

Plan no. 19  (2) Plan no. 20  (2)

12/08/2011 12/13/2012

300,000 447,800

03

102,987

The purchase price is equal to the average stock market price over the twenty sessions prior to the date of the Board of Directors’ meeting. (1) On February 13, 2013, the Board of Directors determined that the operating margin target for 2012 had not been achieved, and that the FCF target had been achieved. (2) Consequently, 50% of the Plan no. 19 options were cancelled. On February 12, 2014, the Board of Directors determined that the performance criteria had been 88.48% achieved. Consequently, 11.52% of the Plan no. 20 options were (3) cancelled.

PERFORMANCE SHARE PLANS (TABLE NO. 9 AS PER AFEP-MEDEF CODE RECOMMENDATIONS)

– to the former Chairman and Chief Executive Officer Carlos Ghosn

– to the former Chief Executive Officer Thierry Bolloré

Shares cancelled as of 12/31/2019

Outstanding shares as of 12/31/2019

Allocation date/ Board of Directors’ meeting date

Total number of shares awarded

Vesting date

Availability date

Authorization by the Shareholders’ Annual General Meeting on April 30, 2013 Plan no. 21 bis Shares  (1) 02/12/2014 980,045 0

06/15/2017 06/15/2019 02/11/2019 02/11/2019 06/15/2018 06/15/2020

91,045 121,667 96,601

889,000 245,938 957,049

Plan no. 22 Shares  (2) Plan no. 22 bis Shares  (2)

02/11/2015 02/11/2015

367,605

100,000  (4)

1,053,650

0

Authorization by the Shareholders’ Annual General Meeting on April 29, 2016 Plan no. 23 Shares  (6) 04/29/2016 361,605  (3) 0

04/29/2020 04/29/2020 04/29/2019 04/29/2020 07/27/2020 07/27/2020 02/09/2021 02/09/2021 02/09/2020 02/09/2021 02/09/2021 02/09/2021 02/15/2022 02/15/2022 02/15/2021 02/15/2022 02/15/2022 02/15/2022

46,995

314,610 968,750

Plan no. 23 Shares (6) Plan no. 23 bis Shares Plan no. 24 Shares Plan no. 24 Shares Plan no. 24 bis Shares Plan no. 25 Shares Plan no. 25 Shares Plan no. 25 bis Shares

04/29/2016 07/27/2016 02/09/2017 02/09/2017 02/09/2017 02/15/2018 02/15/2018 02/15/2018

977,200  (3)

0

8,450

100,000

100,000  (4)

100,000 36,650

0

329,300  (3) 989,910  (3)

0 0

292,650 983,560

6,350

100,000 311,750

100,000  (4)

100,000 33,600 19,441 80,000

0

0 0

278,150

1,082,200

1,062,759

80,000

80,000 (4)

0

Authorization by the Shareholders’ Annual General Meeting on June 12, 2019 Plan no. 26 Shares 6/12/2019 1,412,030 N/A

0

6/12/2022 6/12/2022

6/12/2022 6/12/2022

5,400

1,406,630

Plan no. 26 Shares 5,520 The Board of Directors’ meeting of June 15, 2017 noted that the performance criteria had been 92.83% achieved. Consequently, 7.17% of the shares in Plan no. 21 bis were (1) cancelled. The Board of Directors’ meeting of June 15, 2018 noted that the performance criteria had been 95% achieved (96.66% for the Chairman and CEO). Consequently, 5% of the (2) shares in Plan no. 22 bis were cancelled. Modification of the allocation of the number of performance shares initially granted, due to international mobilities during the vesting period. (3) During its meeting of February 13, 2019, the Board of Directors, on the recommendation of the Compensation Committee, noted the loss of Mr Carlos Ghosn’s rights to the (4) vesting of the performance shares allocated in respect of the 2015, 2016, 2017 and 2018 financial years due to the non-fulfillment of the presence condition applicable to these allocations as a result of the resignation from his offices as Chairman of the Board of Directors and Chief Executive Officer effective January 23, 2019. On the recommendation of the Compensation Committee, on October 11, 2019 and November 8, 2019 the Board of Directors decided to end the term of office of Chief (5) Executive Officer Thierry Bolloré and acknowledged that his rights to the performance shares allocated in 2019 and not yet definitively vested were maintained in respect of his office as Chief Executive Officer of Renault SA, it being specified that (i) the allocation rate of these performance shares shall be pro-rated to take into account the effective presence of Mr Thierry Bolloré within Renault SA during the vesting period, (ii) the vesting period shall not be accelerated and (iii) the plans rules of the said performance shares, including the performance conditions, shall continue to apply, in accordance with the compensation policy approved by the Annual General Meeting of June 12, 2019. The number of performance shares in respect of the 2019 financial year may amount to 5,520 performance shares if all performance criteria are achieved at their maximum level. On June 12, 2019, the Board of Directors determined that the performance criteria had been 100% achieved. (6) 6/12/2019 50,000 N/A 50,000  (5) 44,480

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019