Fourth Supplement Dated 26 February 2018 to the 7 June 2017 Base Prospectus
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FOURTH SUPPLEMENT DATED 26 FEBRUARY 2018 TO THE 7 JUNE 2017 BASE PROSPECTUS RENAULT (incorporated as a société anonyme in France) €7,000,000,000 Euro Medium Term Note Programme This prospectus supplement (the "Fourth Supplement") is supplemental to and must be read in conjunction with, the Base Prospectus dated 7 June 2017 (the "Base Prospectus") granted visa No. 17-260 on 7 June 2017 by the Autorité des marchés financiers (the "AMF"), the first supplement to the Base Prospectus dated 31 July 2017 granted visa No. 17-404 on 31 July 2017, the second supplement to the Base Prospectus dated 9 November 2017 granted visa No. 17-581 on 9 November 2017 and the third supplement to the Base Prospectus dated 20 November 2017 granted visa N° 17-601 on 20 November 2017, each prepared by Renault ("Renault" or the "Issuer") with respect to its €7,000,000,000 Euro Medium Term Note Programme (the "Programme"). Terms defined in the Base Prospectus shall have the same meaning when used in this Fourth Supplement. Application has been made for approval of this Fourth Supplement to the AMF in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements Directive 2003/71/EC (as amended) on the prospectus to be published when securities are offered to the public or admitted to trading in France (the "Prospectus Directive"). To the extent that there is any inconsistency between (a) any statement in this Fourth Prospectus Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus (as supplemented by the first, second and third supplements to the Base Prospectus), the statement in (a) above will prevail. This Fourth Supplement has been prepared pursuant to Article 16.1 of the Prospectus Directive and Article 212-25 of the Règlement Général of the AMF for the purposes of amending and supplementing the following sections of the Base Prospectus: - Cover Page; - Disclaimer; - Summary of the Programme; - Résumé en français du Programme; - Retail Cascades; - Documents incorporated by reference; - Recent Events; - Documents on Display; - Subscription and Sale; - Form of Final Terms; and - General Information. Copies of this Fourth Supplement will be available for viewing on the website of the AMF (www.amf-france.org), on the Issuer's website (www.group.renault.com) and may be obtained, 1 free of charge, during normal business hours from Renault, 13/15 Quai le Gallo 92100 Boulogne-Billancourt, France and at the specified offices of each of the Paying Agents. Save as disclosed in this Fourth Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Base Prospectus. In relation to any offer of Notes to the public, and provided that the conditions of article 16 (2) of the Prospectus Directive are fulfilled, investors who have already agreed to purchase or subscribe for Notes to be issued under the Programme before this Fourth Supplement is published, have the right to withdraw their acceptances within a time limit of two (2) working days after the publication of this Fourth Supplement, i.e. until 28 February 2018. 2 TABLE OF CONTENTS COVER PAGE ...................................................................................................................................... 4 DISCLAIMER....................................................................................................................................... 5 SUMMARY ........................................................................................................................................... 6 RÉSUMÉ EN FRANÇAIS ................................................................................................................. 11 RETAIL CASCADES ......................................................................................................................... 17 DOCUMENTS INCORPORATED BY REFERENCE ................................................................... 18 RECENT EVENTS ............................................................................................................................. 26 DOCUMENTS ON DISPLAY ........................................................................................................... 50 SUBSCRIPTION AND SALE............................................................................................................ 51 FORM OF FINAL TERMS ............................................................................................................... 53 GENERAL INFORMATION ............................................................................................................ 55 PERSON RESPONSIBLE FOR THIS SUPPLEMENT ................................................................. 57 3 COVER PAGE The antepenultimate paragraph of the cover page of the Base Prospectus is hereby deleted and replaced with the following: "The Programme has been rated BBB by Standard & Poor's Rating Services (S&P) and Baa3 by Moody's Investors Services, Inc. (Moody's). The long term debt of the Issuer is rated BBB with a stable outlook by S&P, Baa3 with a positive outlook by Moody’s and BBB with a stable outlook by Fitch Ratings. Each of S&P, Moody's and Fitch Ratings is established in the European Union and is registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation). As such, each of S&P, Moody's and Fitch Ratings is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk)) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated. Notes will have such rating, if any, as is assigned to them by the relevant rating organisation as specified in the relevant Final Terms. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned under the Programme. Tranches of Notes issued under the Programme may be rated or unrated. The rating of a Tranche of Notes (if any) will be specified in the Final Terms. The relevant Final Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency." 4 DISCLAIMER The following paragraphs are inserted after the paragraph "This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers or the Arranger to subscribe for, or purchase, any Notes." set out on page 2 of the Base Prospectus: PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS – If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. MIFID II PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Notes will include a legend entitled "MiFID II Product Governance" which will outline the determination of the type of clients in the context of the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration such determination; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules. 5 SUMMARY Section A.2 entitled "Information regarding consent by the Issuer to the use of ProspectusDescription" set out on page 4 of the Base Prospectus is hereby deleted and replaced with