Groupe Renault - 2019 Universal Registration Document

01

THE ALLIANCE GROUPE RENAULT

Renault-Nissan b.v. (RNBV) 1.2.3.2 Since 2002, RNBV has had decision-making and recommendation powers that it exercises in consensus with each partner and in compliance with their interests. These decision-making and recommendation powers are exercised in areas that affect Alliance-wide strategy and planning. RNBV’s decisions and recommendations reflect the common positions of the Alliance partners. They are made in compliance with Renault’s corporate interest. Furthermore, RNBV has control over Alliance Purchasing Organization (APO), created in April 2001 under the corporate name Renault-Nissan Purchasing Organization (RNPO), of which RNBV has been the sole shareholder since June 24, 2003. RNBV does not intervene in the operational management of Renault or Nissan and does not share in the profits or bear the associated risks. Operational decisions are made and implemented by each company to the extent that such company is affected by them, including decisions on the so-called converged activities. This company is not consolidated due to its non-significant nature, in accordance with the accounting principles described in thenote 2-B of consolidated financial statements presented in section 4-2. Powers of RNBV In accordance with the RAMA and Article 15 of the Renault s.a.s. by-laws, Renault and Nissan have delegated certain powers to RNBV pursuant to a management agreement signed on April 17, 2002 for an initial period of 10 years (the “Management Agreement”). In April 2012, the Management Agreement was renewed for another 10-year period pursuant to an agreement entitled Renewal Agreement of the Management Agreement the provisions of which are identical to those of the Management Agreement (the “ Renewal Agreement of the Management Agreement ”). Renault shareholders were informed of this at Renault’s 2012 annual shareholders’ general meeting. The delegation of powers granted to RNBV will expire on April 16, 2022. The Renault shareholders will be informed of the renewal of the Management Agreement. The list of powers delegated to RNBV is restrictive and has not changed since the creation of the Alliance. First and foremost, RNBV has decision-making powers that cover: adoption of 3-, 5- and 10-year plans (strategic Company projects, P with quantified data); approval of product plans (phase of strategic projects P corresponding to the design, manufacturing and sale of current or future products, vehicles and components); decisions concerning the sharing of products and powertrains P (such as platforms, vehicles, gearboxes, engines and other components); principles of financial policy, including: P discount rates used for profitability studies and hurdle rates, P applicable to future models and investments, risk management rules and the policy applicable to them, P

financing and cash management rules, P debt leverage strategy; P

management of common subsidiaries, and the creation, P modification, steering and disbandment of Cross-Company Teams (CCTs) and Functional Task Teams (FTTs). These teams operate in all the main sectors and areas of activity and are tasked with exploring new synergies between the two companies. Team managers report regularly to the Alliance Board on the progress made in their specific area of activity; and any other subject or project assigned to RNBV on a joint basis by P Nissan and Renault. RNBV also has the exclusive power to propose a set of decisions to Renault and Nissan. Both manufacturers remain free to follow those proposals or not. These proposals relate to: creation and scope of joint subsidiaries; P supplementary financial incentive schemes for management; P significant changes in scope involving total amounts of P $100 million or more; strategic investments exceeding $500 million; and P strategic cooperations between Nissan or Renault and third P parties. Governance of RNBV The functioning of the Management Board of RNBV is described in Articles 14 et seq. of the RNBV Articles of Association. A French translation of the RNBV Articles of Association is available on the Renault website. The composition of the Management Board of RNBV has always followed a principle of balance in the representation of Renault and Nissan. In practice, decisions and recommendations from RNBV are always made by consensus between the two shareholders. Pursuant to the RNBV Articles of Association and the RAMA, the Management Board was composed on December 31, 2019 of ten members: five members are appointed by Renault, the “R Members”, P including Renault’s Chief Executive Officer who holds the title of “Chairman and CEO”, i.e. , Chairman of the Management Board of RNBV; five members are appointed by Nissan, the “N Members”, P including Nissan’s Chief Executive Officer who holds the title of Vice-Chairman, i.e. , Vice-Chairman of the Management Board. The Chairman and the Vice-Chairman of the Management Board of RNBV have four votes each, and the other members of the Management Board have one vote each. In the event of a tie, the Chairman has a casting vote. All decisions of the Management Board are made by simple majority of the votes of the members present or represented.

60 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2019

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