Groupe Renault - 2019 Universal Registration Document

04

STATUTORY AUDITORS’ REPORTS FINANCIAL STATEMENTS

However, the French State retains all of its voting rights for decisions which fall within the authority of the Extraordinary Annual General Meeting, except for the most day-to-day decision-making such as (i) the granting or renewal of ongoing delegations to the management bodies of your Company when their conditions comply with the latter’s existing practices, (ii) the granting of stock options, performance shares or shares that give access to the share capital to the benefit of employees and executive corporate officer of the Renault Group, (iii) an amendment to the age limit for the exercise of duties or to the term of office of Board members and executive corporate officer and (iv) a transfer of registered office (unless abroad). The restrictions to the free exercise of voting rights would cease to apply in exceptional situations such as the amendment or termination of the “Restated Alliance Master Agreement”, the exercise by Nissan Motor Co. Ltd of voting rights in your company, the announcement of a public offering on your company shares, or a shareholder exceeding the threshold of 15% in your company’s capital or voting rights, including Nissan Motor Co. Ltd. The governance agreement was concluded April 4, 2016, renewable by tacit agreement for successive periods of ten years unless it is terminated at least two years before the expiry of the term. With Nissan Motor Co. Ltd (« Nissan »), Daimler AG et Renault-Nissan B.V (« RNBV ») Persons concerned Ms. Yu Serizawa, member of your Company’s Board and appointed upon proposal of Nissan; Mr Yasuhiro Yamauchi, member of your Company’s Board appointed upon proposal of Nissan and member of the board of Nissan Motor Co. Ltd. Master Cooperation Agreement On April 6, 2010, your Company, Nissan Motor Co. Ltd., Daimler AG and Renault-Nissan B.V. entered into the “Master Cooperation Agreement” which specifies the terms and conditions of the cooperation between these companies. On December 13, 2013, your Board of Directors authorized the signature, on December 19, 2013, of an amendment to the “Master Cooperation Agreement”, in order to extend the scope of this cooperation. This amendment has been approved by the Annual General Meeting of April 30, 2014. In October 2016, Nissan Motor Co. Ltd. acquired 34% of the capital of Mitsubishi Motors Corporation. At its meeting of June 15, 2018, your board of directors authorized the conclusion of a second amendment to the "Master Cooperation Agreement", the subject of which is the accession of Mitsubishi Motors Corporation in the cooperation. The signing of this second amendment on October 3, 2018 was approved by your general meeting of June 12, 2019. The Master Cooperation Agreement and its endorsements continue to produce effect between the parties. With Nissan Motor Co. Ltd (« Nissan ») Persons concerned Ms. Yu Serizawa, member of your Company’s Board and appointed upon proposal of Nissan; Mr Yasuhiro Yamauchi, member of your Company’s Board appointed upon proposal of Nissan and member of the board of Nissan Motor Co. Ltd. Restated Alliance Master Agreement On March 28, 2002, your Company and Nissan Motor Co. Ltd (“Nissan”) entered into the “Restated Alliance Master Agreement”, which governs the share capital relationship between your Company and Nissan, and regulates the Alliance’s current governance. This agreement specifies the operational terms and conditions of Renault-Nissan B.V. (“RNBV”) as the corporate entity involved in defining the Alliance’s strategy. An initial amendment to the “Restated Alliance Master Agreement” was signed on April 29, 2005 and submitted for the approval of the Annual General Meeting of May 4, 2006. In its meeting of October 3, 2012, your Board of Directors authorized the signature, on November 7, 2012, of a second amendment to the “Restated Alliance Master Agreement”, which modifies the composition of the RNBV Executive Board and as a result, the voting arrangements within the Executive Board. This amendment was submitted to the approval of your general meeting of April 30, 2013.

422 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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