2007 REGISTRATION DOCUMENT (www.renault.com) REGISTRATION DOCUMENT REGISTRATION 2007 Photos cre dits: cover: Thomas Von Salomon - p. 3 : R. Kalvar - p. 4, 8, 22, 30 : BLM Studio, S. de Bourgies S. BLM Studio, 30 : 22, 8, 4, Kalvar - p. R. 3 : Salomon - p. Von Thomas cover: dits: Photos cre 2007 REGISTRATION DOCUMENT INCLUDING THE MANAGEMENT REPORT APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 12, 2008 This Registration Document is on line on the website www .renault.com (French and English versions) and on the AMF website www .amf- france.org (French version only). TABLE OF CONTENTS 0 1 05 RENAULT AND THE GROUP 5 RENAULT AND ITS SHAREHOLDERS 157 1.1 Presentation of Renault and the Group 6 5.1 General information 158 1.2 Risk factors 24 5.2 General information about Renault’s share capital 160 1.3 The Renault-Nissan Alliance 25 5.3 Market for Renault shares 163 5.4 Investor relations policy 167 02 MANAGEMENT REPORT 43 06 2.1 Earnings report 44 MIXED GENERAL MEETING 2.2 Research and development 62 OF APRIL 29, 2008: PRESENTATION 2.3 Risk management 66 OF THE RESOLUTIONS 171 The Board first of all proposes the adoption of eleven resolutions by the Ordinary General Meeting 172 Next, six resolutions are within the powers of 03 the Extraordinary General Meeting 174 SUSTAINABLE DEVELOPMENT 79 Finally, the Board proposes the adoption of two resolutions by the Ordinary General Meeting 176 3.1 Employee-relations performance 80 3.2 Environmental performance 94 3.3 Social performance 109 3.4 Table of objectives (employee relations, environmental and social) 120 07 3.5 Renault, a responsible company 124 FINANCIAL STATEMENTS 179 7.1 Statutory Auditors’ report on the consolidated financial statements 180 7.2 Consolidated financial statements 181 7.3 Statutory Auditors’ reports on the parent 04 company only 237 CORPORATE GOVERNANCE 129 7.4 Renault SA parent company financial statements 240 4.1 The Board of Directors 130 4.2 Management bodies at February 1, 2008 139 4.3 Audits 142 4.4 Interest of senior executives 144 08 4.5 Report of the Chairman of the Board pursuant ADDITIONAL INFORMATION 255 to Article L. 225-37 of the Commercial Code 148 8.1 Person responsible for the Registration Document 256 4.6 Statutory Auditors’ report on the report 8.2 Information concerning FY 2005 and 2006 257 of the Chairman 155 8.3 Internal regulations of the Board of Directors 258 8.4 Appendices relating to the environment 264 8.5 Cross-reference tables 270 01 Renault and the Group 1.1 PRESENTATION OF RENAULT AND THE GROUP 6 1.1.1 Key figures 6 1.1.2 Background and highlights 7 1.1.3 Main activities 9 1.1.4 Main subsidiaries and organization chart 19 1.2 RISK FACTORS 24 1.3 THE RENAULT-NISSAN ALLIANCE 25 1.3.1 Objectives of the Alliance 25 1.3.2 Operational structure of the Alliance 28 1.3.3 The status of Alliance projects 30 1.3.4 Nissan’s strategy and results in 2007 34 1.3.5 Alliance c ombined sales performance and financial indicators 37 Registration Document Renault 2007 5 RENAULT AND THE GROUP 01 PRESENTATION OF RENAULT AND THE GROUP 1.1 PRESENTAT ION OF RENAULT AND THE GROUP 1.1.1 KEY FIGURES ✦ THREE-YEAR CONSOLIDATED FIGURES – PUBLISHED DATA (1) (€ million) 2007 2006 2005 Revenues 40,682 41,528 41,338 Operating margin 1,354 1,063 1,323 Share in Nissan Motor – net income 1,288 1,789 (2) 1,825 Renault net income 2,669 2,869 3,367 Earnings per share (Euro) 10.32 11.17 13.19 Capital 1,086 1,086 1,086 Shareholders’ equity 22,069 21,201 19,661 TOTAL ASSETS 68,198 68,766 68,411 Dividends (euro) 3.8 (3) 3.1 2.4 Cash flow, Automobile 4,552 4,313 4,470 Net financial debt, Automobile 2,088 2,414 2,252 Total staff at December 31 130,179 128,893* 126,584* * Excluding CASA. (1) This information is for reference only and is not always directly comparable year-on-year, since it may include changes in scope and/or changes in accounting practices. (2) Excluding non-recurring income of €82 million in 2006 compared with €450 million in 2005. (3) Dividend proposal to Combined General Meeting of April 29, 2008. RENAULT SHAREHOLDERS AT DECEMBER 31, 2007 BREAKDOWN OF CAPITAL IN % OF SHARES BREAKDOWN OF CAPITAL IN % OF VOTING RIGHTS 18.22% French state 3.78% Employees 77.99% Public For more information, see c hapter 5, paragraph 5.2.6. 6 Registration Document Renault 2007 Find out more at www.renault.com RENAULT AND THE GROUP PRESENTATION OF RENAULT AND THE GROUP 01 1.1.2 BACKGROUND AND HIGHLIGHTS 1898 On November 17, 1994 the French government opened Renault to outside capital, a fi rst step towards privatization, which took place in July 1996. Société Renault Frères was formed to manufacture motor vehicles, taking In 1998, the year of its centenary, Renault opened the Technocentre in advantage of patents such as the fi rst direct-drive transmission. Based in the Guyancourt for its design and development teams, and a bodywork/assembly Paris suburb of Billancourt, the company achieved international renown through plant in Curitiba, Brazil. its success in motor sports, and initially specialized in the construction of passenger cars and taxis. During the First World War, it produced substantial The year 1999 marked the start of a new era in Renault’s history with the signing volumes of trucks, light tanks and aircraft engines. of an Alliance with Nissan, on March 27 in Tokyo. In the same year, Renault acquired a new brand by taking a 51% stake in Romanian carmaker Dacia. 1922 2000 Having expanded strongly in the passenger car and commercial vehicle markets, Renault raised its stake in Dacia to 80.1% and acquired a new brand – Samsung Renault became a limited company. Establishing production centers in France Motors – in South Korea. and abroad, Renault gradually emerged as the French market leader. 1945 2001 The company was nationalized in January, renamed “Régie Nationale des Usines Renault and Volvo joined forces to form the world’s second-biggest truck Renault”, and concentrated on producing the 4 CV. manufacturer. Renault became the main shareholder in the Volvo group, with a 20% stake, after selling the Renault V.I./Mack group to Volvo. 1972 2002 Renault 5 arrived on the market. It remains one of the Group’s best-selling Renault and Nissan implemented the second stage of their Alliance, aimed at models ever. strengthening their equity ties and creating a joint strategic structure. Renault raised its stake in Nissan from 36.8% to 44.4%. At the same time, Nissan took a 15% ownership interest in Renault. The French government’s ownership interest was reduced to 25.9% and then to 15.7% in 2003 by selling shares THE 1980s both to company employees and on the market. Through to the mid 1980s, Renault followed a strategy of diversifi cation in the industrial, fi nancial and service sectors, while at the same time growing its industrial and commercial activities internationally. But in 1984, the company 2003 ran into fi nancial diffi culties. As a result, it concentrated on restructuring and refocusing on core activities, and returned to profi t in 1987. This was the year of Mégane II. With fi ve body styles (Scénic II, Grand Scénic, Mégane coupé-cabriolet, Mégane 4-door sedan and Mégane Station wagon) completing the two models launched in 2002, a total of seven models were launched in 17 months. Mégane II became Europe’s best-selling model. THE 1990s In 1990, Renault became a limited company once again. In the same year, it signed an agreement for close cooperation with the Volvo group. In 1991, the two groups linked their automobile and commercial vehicle businesses via cross-shareholdings. This arrangement was unwound after plans to merge the two groups were shelved in late 1993. ✦ Global Reporting Initiative (GRI) Directives Registration Document Renault 2007 7 RENAULT AND THE GROUP 01 PRESENTATION OF RENAULT AND THE GROUP 2004 2006 The year was marked by two major product launches: Modus and Logan. On February 9, Carlos Ghosn announced Renault Commitment 2009, a plan Modus is Renault’s entry-level MPV. It was the fi rst Renault-badged vehicle based on three key commitments: quality, profi tability and growth. The aim is built on the B platform shared with Nissan, and the fi rst vehicle in its class to position Renault as Europe’s most profi table volume auto maker. For the to score fi ve stars in Euro NCAP crash tests. Logan, developed by Renault second year running, the Renault F1 Team scored a double win with the new and manufactured and marketed by Dacia, offers excellent value for money. R26, taking the World Constructors’ and Drivers’ Championship titles. At the It has enjoyed great success since its launch, both on its domestic market of Paris Motor Show, Renault unveiled the Twingo Concept show-car, and Koleos Romania, and on export markets. The car will spearhead Renault’s international Concept, the fi rst future cross-over vehicle in the range. expansion in the years ahead. 2005 2007 At the Annual General Meeting on April 29, Carlos Ghosn was named Chief The product offensive began with the launch of New Twingo (produced in Executive Offi cer of Renault. Louis Schweitzer retained his position as Chairman Slovenia) in May and of New Laguna (produced in France) in October.