Friday, June 15, 2018 at 3:15 P.M. Palais Des Congrès 2, Place De La Porte Maillot 75017 Paris WWELCOMEELCOME to the Renault Combined General Meeting
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NOTICE OF COMBINED GENERAL MEETING MEETING Friday, June 15, 2018 at 3:15 P.M. Palais des Congrès 2, place de la Porte Maillot 75017 Paris WWELCOMEELCOME to the Renault Combined General Meeting Friday, June 15, 2018 at 3:15 P.M. Palais des Congrès, 2, place de la Porte Maillot 75017 Paris FOR MORE INFORMATION, visit the “Annual General Meeting” section on www.groupe.renault.com/en/fi nance/general-meeting/ WEBCAST OF THE ANNUAL GENERAL MEETING For shareholders who are unable to attend the Annual General Meeting in person, there will be a live webcast of this meeting on www.groupe.renault.com , Finance /Annual General Meeting section. FOR ADDITIONAL INFORMATION Investors Relations department (Toll-free from France only) Or +33 (0)1 76 84 59 99 (France and abroad) E-mail: [email protected] SUMMARY p.04 Annual General Meeting A genda p.05 Renault in 2017 p.14 Governance of Renault p.30 Draft resolutions p.67 Statutory A uditors’ R eports p.84 How to participate in the Annual General Meeting p.90 Practical information A WORD FROM THE CHAIRMAN Your Annual General Meeting Dear Madam, dear Sir, dear shareholder, First of all, allow me to express my gratitude for your support and confidence in Groupe Renault. Our Annual General Meeting will be held on June 15. All members of the Executive Committee, and myself, will be present to share with you our 2017 results , as well as our strategy and actions, and to present the latest vehicles in our range. This is first and foremost your General Meeting. If you are unable to attend, you may cast your vote ahead of the meeting via the Internet or by post. You may also appoint any individual or legal entity of your choice as your proxy, or authorize me, as Chairman of the General Meeting, to vote on your behalf. As is the case every year, a number of resolutions are submitted for your approval, which you are asked to consider carefully. I look forward to welcoming you to Renault’s Annual General Meeting on June 15. EXPO Renault at the Palais des Congrès From 1:30pm onwards, Carlos Ghosn come and visit the exhibition. Groupe Renault Chairman and Chief Executive Officer GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 3 AGENDA ANNUAL GENERAL MEETING JUNE 15, 2018 Ordinary General Meeting P Approval of the annual financial P Renewal of Mr Carlos Ghosn’s directorship P Appointment of a new director – Mr Pierre statements for the financial year ended (seventh resolution) Fleuriot (twelfth resolution) December 31, 2017 (first resolution) P Approval of the principles and criteria for P Renewal of Mr Patrick Thomas’ P Approval of the consolidated financial determining, allocating, and awarding the directorship (thirteenth resolution) statements for the financial year ended components of the overall compensation P Renewal of Mrs Pascale Sourisse’s December 31, 2017 (second resolution) and benefits of any kind attributable directorship (fourteenth resolution) P to the Chairman and Chief Executive Allocation of net profits for the financial P Renewal of Mrs Catherine Barba’s Officer for the 2018 financial year year ended December 31, 2017, setting of directorship (fifteenth resolution) the dividend and the dividend payment (eighth resolution) P Renewal of Mr Yasuhiro Yamauchi’s date (third resolution) P Approval of the components of the directorship, appointed on a proposal P overall compensation and benefits of Statutory Auditors’ report on the from Nissan (sixteenth resolution) information used to determine the any kind paid or allocated to the Chairman P Setting the amount of attendance fees compensation for participating shares and Chief Executive Officer for the (seventeenth resolution) (fourth resolution) financial year ended December 31, 2017 (ninth resolution) P Authorisation granted to the Board of P Approval of the Statutory Auditors ’ special P Directors to perform Company share report on related-party agreements and Approval of the renewal of the transactions (eighteenth resolution) commitments governed by Article L. 225- related-party commitment referred 38 et seq. of the French Commercial Code to in Article L. 225-42-1 of the French P Powers to carry out formalities (twenty- (fifth resolution) Commercial Code entered into by the seventh resolution) Company for the benefit of Mr Carlos P Approval of a related-party agreement Ghosn (tenth resolution) governed by Articles L. 225-38 of the P French Commercial Code – Letter of Ratification of the co-opting of Mr Thierry mutual commitments entered into Derez as director (eleventh resolution) between the Company and the French State (sixth resolution) Extraordinary General Meeting P Authorisation granted to the Board of P Delegation of powers to the Board of preferential subscription rights, with a Directors to reduce the Company’s share Directors to issue ordinary shares and/ view to compensating contributions in capital by cancelling treasury shares or securities granting access to the share kind granted to the Company (twenty- (nineteenth resolution) capital, waiving shareholders’ preferential fourth resolution) P Delegation of powers to the Board of subscription rights, by means of private P Delegation of powers to the Board of Directors to issue ordinary shares and/ placements referred to in Article L. 411- Directors to increase the share capital or securities granting access to the 2 of the French Monetary and Financial by incorporating reserves, profits, and share capital, maintaining shareholders’ Code (twenty-second resolution) premiums (twenty-fifth resolution) P preferential subscription rights Delegation of powers to the Board of P Delegation of powers to the Board (twentieth resolution) Directors to issue ordinary shares and/ of Directors to proceed with a share P Delegation of powers to the Board of or securities granting access to the share capital increase, waiving shareholders’ Directors to issue ordinary shares and/ capital, waiving shareholders’ preferential preferential subscription rights, reserved or securities granting access to the share subscription rights, in the case of a public for employees of the Company and related capital, waiving shareholders’ preferential exchange offer initiated by the Company companies (twenty-sixth resolution) subscription rights, by means of a public (twenty-third resolution) bid (twenty-first resolution) P Delegation of powers to the Board of Directors to issue ordinary shares or securities granting access to the share capital, waiving shareholders’ 4 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com RENAULT IN 2017 2017 key figures ● GROUP REVENUES ● GROUP OPERATING MARGIN (€ million) (€ million) +14.7% 58,770 VERSUS 2016 3,854 3,282 6.6% OF REVENUES 6.4% OF REVENUES 2017 2016 ● FREE CASH FLOW INCLUDING AVTOVAZ ● EARNINGS PER SHARE ● DIVIDEND (€ million) (€/share) (€/share) 945 18.87 3.55 VERSUS 12.57 IN 2016 VERSUS 3.15 IN 2016 GROUPEGROUPE RENAULTRENAULT COMBINEDCOMBINED GENERALGENERAL MEETINGMEETING - JUNE 15, 2018 5 RENAULT IN 2017 2017 key figures 2016 2017 Restated(1) Change Worldwide Group registrations(2) (million vehicles) 3.76 3.47 +8.5% Group revenues (€ million) 58,770 51,243 +14.7% Group operating profit (€ million) 3,854 3,282 +572 (% revenues) 6.6% 6.4,% +0.2 pts Group operating income (€ million) 3,806 3,283 +523 Contribution from associated companies (€ million) 2,799 1,638 +1,161 o/w Nissan 2,791 1,741 +1,050 o/w AVTOVAZ - (89) +89 Net income (€ million) 5,210 3,543 +1,667 Net income, Group share (€ million) 5,114 3,419 +1,695 Earnings per share (€) 18.87 12.57 +6.30 Automotive excluding AVTOVAZ operational free cash flow(3) (€ million) 883 1,107 -224 Automotive including AVTOVAZ operational free cash flow(3) (€ million) 945 NM NM Automotive net cash position including AVTOVAZ (€ million) 2,928 2,416 +512 Sales Financing, average performing assets (€ billion) 39.6 33.3 +18.9% (1) The figures at December 31, 2016 take into account the adjustments to the acquisition price allocation of the AVTOVAZ group (note 3-B) recorded in 2017 and are therefore different from those previously published. (2) 2016 Group registrations have been restated to include Lada registrations. (3) Operational free cash flow for the Automotive division: cash flows (excluding dividends received from publicly listed companies) minus property, plant and equipment and intangible investments net of disposals +/- change in working capital requirement. As the acquisition of control, as defined by IFRS 10, over the J.V. ARA b.v. and the AVTOVAZ group, took place on December 28, 2016, the net income of the J.V. ARA b.v. and the AVTOVAZ group for 2016 is still included by the equity method in Groupe Renault’s profit & loss. Only the year- end balance sheet figures at December 31, 2016 for the J.V. ARA b.v. and the AVTOVAZ group are included in the Groupe Renault’s consolidated financial position at December 31, 2016. In 2017, the revenues of the J.V. ARA b.v. and the AVTOVAZ group are fully consolidated i nto Groupe Renault’s accounts. 3,761,634 Sales performance PC + LCV IN 2017 Group registrations worldwide by Region Passenger cars and light commercial vehicles (units)(3) 2017(1) 2016(2) Change (in %) Group 3,761,634 3,468,174 +8.5 Europe Region 1,911,169 1,809,951 +5.6 Renault 1,441,800 1,390,825 +3.7 Dacia 463,712 414,982 +11.7 Lada 5,657 4,144 +36.5 Americas 389,419 354,241 +9.9 Renault 389,205 354,241 +9.9 Lada 214 0 - Asia-Pacific Region(2) 195,869 167,403 +17.0 Renault 93,410 54,925 +70.1 Dacia 1,417 1,381 +2.6 Renault Samsung Motors 99,846 111,097 -10.1 Lada 1,196 0 - Africa Middle East India Region 532,391 491,301 +8.4 Renault 438,144 414,375 +5.7 Dacia 92,704 76,926 +20.5 Lada 1,543 0 - Eurasia Region 732,786 645,278 +13.6 Renault 308,430 273,516 +12.8 Dacia 97,402 90,926 +7.1 Lada 326,954 280,836 +16.4 (1) Preliminary figures.