Groupe Renault - 2019 Universal Registration Document

ANNUAL GENERAL MEETING OF RENAULT ON APRIL 24, 2020

RENAULT: A RESPONSIBLE COMPANY

GROUPE RENAULT

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

RENAULT AND ITS SHAREHOLDERS

ADDITIONAL INFORMATION

DRAFT RESOLUTIONS

resolves that the Board of Directors may not, without the prior P authorization of the Annual General Meeting, make use of this delegation after a third party has filed a tender offer for the Company’s shares and until the end of the offer period. The delegation thus granted to the Board of Directors is valid for a period of twenty-six (26) months from the date of this Annual General Meeting; said delegation renders any previous delegation to the same end null and void for the unused portion of this delegation. Nineteenth resolution (Delegation of authority to the Board of Directors to issue ordinary shares and securities giving access to the share capital, waiving shareholders’ preferential subscription rights, by way of public offering) The Annual General Meeting, voting under the conditions of quorum and majority required for Extraordinary General Meetings, having reviewed the Board of Directors’ report and the statutory auditors’ special report, having noted that the share capital is fully paid-up, and acting in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular Articles L. 225-129-2 to L. 225-129-6, L. 225-131, L. 225-135, L. 225-136 and 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 carry out, on one or more occasions, in such proportions and at such times as it sees fit, subject to the final paragraph of this resolution, the issuance, both in France and abroad, in euros or in any other currency (including in any other unit of account established by reference to a set of currencies), by way of public offering, as defined in Regulation (EU) 2017/1129 of June 14, 2017: of ordinary shares of the Company, (i) of securities of any kind, issued for consideration or free of (ii) charge, giving access, by any means, immediately or in the future, to existing shares or shares yet to be issued of the Company, or of securities of any kind, issued for consideration or free of (iii) charge, giving access, by any means, immediately or in the future, to existing shares or shares yet to be issued of Subsidiaries; 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 against liquid and payable claims; resolves that offer(s) to the public, decided upon pursuant to this P resolution, may be combined in the same issue or in several issues made simultaneously as part of a private placement pursuant to the twentieth resolution submitted to this Annual General Meeting;

resolves that the maximum nominal amount of capital increases P likely to be made, immediately and/or in the future, by virtue of this delegation, may not exceed one hundred and twenty (120) 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 maximum aggregate nominal amount of capital increases P likely to be made by virtue of this resolution and the eighteenth resolution and twentieth to twenty-second and twenty-fourth resolutions submitted to this Annual General Meeting, may not exceed the limit of three hundred and fifty (350) million euros set in the eighteenth resolution; resolves that the maximum nominal amount of debt securities P that may be issued by virtue of this resolution 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 amount will be included in the overall limit of one (1) billion euros set in the eighteenth resolution above. Where appropriate, this limit will be increased by any above-par redemption premium; resolves to waive the preferential subscription rights of P shareholders to the ordinary shares and securities giving access to the share capital, to be issued pursuant to this resolution, it being specified that the Board of Directors may decide, pursuant to the provisions of Article L. 225-135 paragraph 5 of the French Commercial Code, to grant the shareholders priority subscription rights for the entire issue, subject to the conditions and for the period set by the Board in compliance with legal and regulatory provisions. Said priority subscription rights will not give rise to the creation of negotiable rights, but may be exercised, if deemed appropriate by the Board of Directors, either as of right or on an optional basis; resolves that if the subscriptions have not absorbed the entire P quantity of shares or securities issued pursuant to this resolution, the Board of Directors may limit the issue to the amount of subscriptions received, provided that at least three-quarters of the issue is subscribed for; 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: P the issue price of the new shares will be at least equal to the P minimum price provided for by the prevailing legal and regulatory provisions at the time of issue (currently the weighted average of the stock market price over the last three trading sessions on the Euronext regulated market in Paris prior to the price being set, less a maximum discount of 10%), after adjusting for the difference in dividend entitlement date if necessary,

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GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019