Groupe Renault - 2019 Universal Registration Document

06

DRAFT RESOLUTIONS ANNUAL GENERAL MEETING OF RENAULT ON APRIL 24, 2020

and acting in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular Articles L. 225-129 to L. 225-129-6, L. 225-132, L. 225-133 and L. 225-134, and Articles L. 228-91 et seq. of the French Commercial Code: delegates to the Board of Directors, with the power to P sub-delegate under conditions established by law and the Company’s articles of association, the authority to decide upon and execute, on one or more occasions, in such proportions and at such times as it sees fit, subject to the final paragraph of this resolution, and maintaining shareholders’ preferential subscription rights, the issuance, both in France and abroad, in euros or in any other currency (including any other unit of account established by reference to a set of currencies): of ordinary shares of the Company, (i) securities of any kind, issued for consideration or free of (ii) charge, granting access, by any means, immediately or in the future, to existing shares or shares yet to be issued of the Company, or securities of any kind, issued for consideration or free of (iii) charge, granting access, by any means, immediately or in the future, to existing shares or shares yet to be issued of a company in which it directly or indirectly holds more than half the share capital (a “ Subsidiary ”); resolves that the securities giving access to the share capital of P the Company or a Subsidiary thus issued may consist of debt securities or be combined with the issuance of such securities, or alternatively allow the issuance of such securities as intermediate securities, and that the debt securities issued pursuant to this delegation may in particular take the form of subordinated or unsubordinated securities, with or without a fixed term, and may be issued either in euros or in any other currency; resolves that subscriptions may be made in cash, in particular by P set-off with liquid and payable claims, or partly in cash and partly by incorporation of reserves, profits or share premiums; resolves that the maximum nominal amount of capital increases P likely to be made, immediately or in the future, pursuant to this delegation, may not exceed three hundred and fifty (350) million euros or the equivalent of this amount at the date of the decision to issue the securities, in the case of issuance in another currency or in a unit of account established by reference to several currencies, provided that: if applicable, to this amount shall be added the nominal amount P of share capital increases corresponding to the ordinary shares to be issued to maintain, in compliance with the law or any applicable contractual stipulations, the rights of the bearers of securities giving access to the Company’s share capital; the nominal amount of capital increases that may result from P the nineteenth to twenty-second resolutions and the twenty-fourth resolution submitted to this Annual General Meeting will also be included in this limit; resolves that the maximum nominal amount of debt securities P that may be issued by virtue of this delegation may not exceed one (1) billion euros, or the equivalent of this amount at the date of the decision to issue the securities, in the case of issuance in another currency or in a unit of account established by reference to several currencies. This limit is common to all debt securities

that may be issued subsequent to this resolution and the nineteenth to twenty-second resolutions submitted to this Annual General Meeting. Where appropriate, this limit will be increased by any above-par redemption premium; resolves that shareholders may exercise their preferential P subscription rights as of right under conditions established by law. Furthermore, the Board of Directors will have the option to grant shareholders the right to subscribe for a number of ordinary shares or securities in excess of the number they may subscribe for as of right, in proportion to their subscription rights and, in any event, subject to the number they request; resolves that if subscriptions made as of right and, where P applicable, for excess shares do not absorb the entire quantity of shares or securities issued pursuant to this resolution, the Board of Directors may exercise one or more of the options offered by Article L. 225-134 of the French Commercial Code, in such order as it sees fit; acknowledges, as needs be, that this delegation automatically P entails the waiver by the shareholders of their preferential subscription rights to the benefit of the holders of securities issued pursuant to this resolution and giving access to the Company’s share capital; resolves that the amount returned or to be returned, to the P Company for each of the shares issued under the above-mentioned delegation will be at least equal to the par value of the shares; grants all powers to the Board of Directors, including powers of P sub-delegation, pursuant to the terms established by law, to implement this delegation, including but not limited to powers to: establish the terms, conditions and procedures, including dates, for issues; determine the number and characteristics of the securities that may be issued by virtue of this resolution, including, with respect to debt securities, their status, interest rate, and interest payment terms, issue currency, duration, and terms of reimbursement and amortization; determine the vesting date, including retroactively, of securities that may be issued by virtue of this resolution; establish the procedures by which the Company shall, as necessary, be entitled to buy back or exchange the securities that may be issued by virtue of this resolution; suspend, if necessary, the exercise of allocation rights for Company shares attached to securities, in compliance with the regulations in force; establish the means by which, if applicable, the rights of holders of securities will be preserved, in compliance with the regulations in force and the terms of said securities; if necessary, alter the terms of securities that may be issued by virtue of this resolution, throughout the lifetime of the securities in question and in observance of the applicable formalities; proceed with all credits to and withholdings from the premium(s), including for costs engaged for issues; and, more generally, make all necessary provisions, conclude all agreements, seek all authorizations, perform all formalities, and do all that is necessary to complete the issues envisaged or suspend them, and in particular record the share capital increase(s) resulting immediately or at a later date from any issue carried out by virtue of this delegation, amend the articles of association accordingly, and request admission to trading for securities issued by virtue of this resolution anywhere it may deem appropriate;

460 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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