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.
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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 RENARENAULTULT COMBINEDCOMBINED GGENERALENERAL MEETINMEETINGG - 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. (2) 2016 Group registrations have been restated to include Lada registrations. (3) TWIZY is a quadricycle and therefore not included in Group automotive registrations except in Bermuda, Colombia, South Korea, Guatemala, Ireland, Lebanon, Morocco, Mexico and Tahiti.
6 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Europe Outside Europe Locations: Eurasia Region Batilly, Caudan, Choisy-le-Roi, Cléon, Dieppe, Douai, Flins, Locations: Grand-Couronne, Le Mans, Maubeuge, Ruitz, Sandouville, Bursa (Turkey) Saint-André-de-l’Eure, Moscou, Togliatti, Villeurbanne (France) Izhevsk (Russia) Cacia (Portugal) Mioveni (Romania) Novo Mesto (Slovenia) Barcelone, Palencia, Seville, Valladolid (Spain) 1,911,169 732,786 registrations registrations 10.8% 24.5% market share market share
A key contributor to Group growth Record earnings for a leading group in Eurasia Sales are up in every country. Eurasia is Renault’s second-largest region in terms of volume and the largest in terms of market share, with a record level of 24.5% in 2017 In Europe, in a market up 3.3%, Group registrations rose 5.6% to and registrations up 13.6% to 733,000 vehicles. 1,911,169 vehicles. The Group’s market share in Europe was 10.8%, up 0.2 percentage points. In a Russian market that is growing again for the first time in four years (+12.2%), the Group increased its sales by 16.9%. Renault had In France, Groupe Renault achieved its best sales performance in six a record market share of 8.5%, thanks to the success of the KAPTUR years: 673,852 units sold (+3.4%). The Renault brand recorded its best and DUSTER, and Lada, which is still the leader, had a market share of volume in six years (554,505 units) and the Dacia brand recorded a 19.5%. AVTOVAZ is recovering financially, thanks to a strong dynamic new sales record (119,357 units). of cost reduction and the success of its recent models, the Lada VESTA Outside France, the Group grew more than twice as fast as the market and XRAY. Russia is the Group’s second-largest market worldwide. This (+6.8%) for the second year in a row and achieved a historic record year, it inaugurated a Digital Hub, a development center for connected of 1,237,317 units sold. Many countries, such as Germany, Italy and cars in Moscow. Austria, have achieved record sales. The Renault brand is the leader In Turkey, Renault achieved historic sales levels, with a 7% increase in many countries and the Dacia brand has set a new sales record. in a market that was down 2.8%. The success of the MEGANE Sedan The Renault brand recorded growth of 3.7%, thus confirming its was confirmed, thus allowing Renault to become the number one position as the second best-selling brand in Europe, with a market brand in the country once again. share of 8.2%. Groupe Renault in Romania, where the Global Access engineering More specifically, Renault has benefited from the complete renewal and design centers are located, launched the New DUSTER this year. of the MEGANE family, as well as the launch of the New KOLEOS last At the Group’s industrial platforms in Mioveni (Romania) and Bursa June. CLIOIV still has the second-highest vehicle sales in Europe and (Turkey), more than 80% of production is for export. Even though the CAPTUR is the most popular crossover in its category. Renault Moscow and AVTOVAZ sites mainly produce for the Russian market, export projects increased in 2017. A few examples include In the electric vehicle segment, Renault confirmed its leadership Renault LOGAN bodies for Algeria and Lada exports to the CIS, as well with a market share of 23.8%. Sales volumes increased by 38%. ZOE as Cuba and the Middle East. was once again the best-selling electric vehicle in Europe, with a 44% growth in registrations.
The Dacia brand recorded record sales in Europe with 463,712 vehicles registered (+11.7%), and a market share of 2.6% (+0.2 point), even before the New DUSTER was launched in early 2018.
Alpine is back! After two years of modernization and investments totaling more than €35 million, the historic Dieppe factory inaugurated its new line dedicated to the production of the Alpine A110 sports coupé. This industrial facility is unique in Europe, capable of assembling a body and chassis made entirely of aluminum.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 7 RENAULT IN 2017
Africa, Middle East, India Region Ame ricas Region Locations: Locations:
Casablanca, Tangiers Córdoba (Argentina) (Morocco) Curitiba (Brasil) Chennai, Pune (India) Envigado (Colombia) Oran (Algeria) Los Andes (Chile) Tehran (Iran) Cuernavaca (Mexico)
532,391 389,419 registrations registrations 6.6% 6.7% market share market share
A growing region, in both sales and production Market shares are up Algeria, Iran and Morocco had record production in 2017. In the Americas Region, sales were up 9.9% in a market up 7.2%, with a market share of 6.7%, up 0.2 points. In the Africa - Middle East - India Region, the Group’s registrations rose by 8% in a market that was up 2%. Market share rose 0.4 point to The Group continues to take full advantage of the recovery in the 6.6%. The number of vehicles produced in 2017 reached 725,000 units Brazilian market, which is up 9.3%. Sales increased by 11.4% and (vs. 640,000 in 2016). market share reached a record level of 7.7% (+0.1 points), thanks to the good results of the new CAPTUR and KWID models. Since its launch In Morocco, 7 Renault and Dacia models were among the Top 10 cars in July, the KWID had already registered nearly 22,600 sales as of the sold. Market share reached a record level of 41.8%. The Tangiers and end of 2017. Casablanca factories beat their production records, with over 300,000 and 75,000 vehicles produced respectively in one year. Brazil should be experiencing growth again in 2018.
In Algeria, the Group is leader, with over 61,000 sales. In 2017, the In an Argentinian market that is up 26.4%, the Group’s share has Renault Algeria Production plant in Oran produced its 100,000th vehicle risen by 16.3%, but it is still waiting for KWID production to ramp up. since its inauguration in November 2014. After the SYMBOL and SANDERO, CLIO is the third model to be produced on the Oran site. 2017 marks the start of construction on a new CKD plant, which is scheduled to start production in late 2019.
Thanks to its performance in its three major countries, South Africa, Algeria and Morocco, Groupe Renault is No. 1 in Africa with more than 200,000 sales on the continent.
Iran also beat its sales record with 162,000 units, up 49% from 2016. Renault now has a market share of over 10% thanks to the success of the TONDAR and SANDERO.
In India, Renault sold over 100,000 vehicles and, with its 3.1% market share, remains the largest European car brand. CAPTUR was the latest model to be launched, in late 2017.
8 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Asia-Pacific Region China: on the road to growth China doubled its sales and the success of the New KOLEOS was Locations: confirmed, however sales in South Korea fell by 10%.
Busan (South Korea) In the Asia-Pacific Region, Groupe Renault registrations increased Wuhan (China) by 17% to 195,869 vehicles; growth which was strongly underpinned by China.
China saw its sales double in 2017 from 2016, as this was the first full year for its two locally produced models, in a market that grew more slowly than anticipated (+2.1%). Nearly 70,000 KOLEOS and KADJAR were sold in China. This sales growth was achieved thanks to the rapid development of the sales network, which now has 200 sales points. 195,869 Korea suffered a 10% decline in sales in a very competitive domestic registrations market. The SM6 remained in second place in the segment. In the EV market, RSM launched the TWIZY, which recorded more 0.5% than 1,000 orders, while the autonomy of the SM3 Z.E. improved market share significantly.
Financial performance
Operating segment contribution to Group revenues
2017 2016
(€ million) Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year Automotive excluding AVTOVAZ 11,939 15,056 10,974 15,561 53,530 9,942 14,136 9,989 14,928 48,995 AVTOVAZ 569 722 634 802 2,727 NM NM NM NM NM Sales financing 621 630 610 652 2,513 547 560 557 584 2 248 Automotive including TOTAL 13,129 16,408 12,218 17,015 58,770 10,489 14,696 10,546 15,512 51,243 AVTOVAZ revenues posted an increase of Change
+ 14.7% (%) Q1 Q2 Q3 Q4 Year Automotive excluding AVTOVAZ 20.1% 6.5% 9.9% 4.2% 9.3% AVTOVAZ NMNMNMNMNM Sales financing 13.5% 12.5% 9.5% 11.6% 11.8% TOTAL 25.2% 11.6% 15.9% 9.7% 14.7%
The Automotive excluding AVTOVAZ contribution to revenues P a growth in sales to partners had a favorable impact of 2.6 points, amounted to €53,530 million, an increase on 2016 (+ 9.3%). This mainly thanks to the start-up of Nissan Micra’s production in France increase is mainly due to: and a significant rise in CKD (complete knock down) activity in Iran and China; P a volume effect of 3.3 points. In 2017, Groupe Renault gained market P share in all Regions thanks to its renewed and expanded range, in a favorable product mix effect of 0.7 points, largely due to the a context of dynamic automotive markets (good performance in launch of vehicles in the higher market segments (KOLEOS, Europe, rebound of the Russian and Brazilian markets, etc.); CAPTUR, SCENIC); P P a positive price effect of 1.5 points, resulting from the impact of new other effects of 2.0 points were mainly due to the good performance models and price increases in some emerging countries to offset of spare parts and used vehicles. the devaluation of currencies (in Turkey and Argentina, for example); These positive factors offset the negative currency impact by 0.7 points, mainly due to the decline in the Argentine P eso, the Turkish P ound and the British P ound .
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 9 RENAULT IN 2017
Operating segment contribution to Group operating margin
(€ million) 2017 2016 Change
Automotive excluding AVTOVAZ 2,749 2,386 +363 % of division revenues 5.1% 4.9% +0.2 pts AVTOVAZ 55 NM NM en % of AVTOVAZ revenues 2.0% NM NM Sales financing 1,050 896 +154 TOTAL 3,854 3,282 +572 % of Group revenues 6.6% 6.4% +0.2 pts
The Automotive excluding AVTOVAZ operating margin rose by Sales Financing contributed €1,050 million to the Group’s operating €363 million to €2,749 million (5.1% of revenues), owing mainly to: margin, compared with €896 million in 2016. This 17.1% increase is mainly due to the increase in average performing assets (+18.9%), P business growth (€493 million); reflecting the strong sales momentum of RCI Banque. P improving efforts to reduce costs by €663 million, thanks to the good performance of purchasing (excluding raw materials). R&D Other operating income and expenses amounted to -€48 million spending continues to increase to meet the technological and (compared to +€1 million in 2016). regulatory challenges of tomorrow. The Group’s operating income came to €3,806 million, compared to These positive effects offset: €3,283 million in 2016 (+15.9%).
P a negative mix/price/enrichment effect for €230 million, particularly Net financial income and expenses amounted to -€504 million, because the Group is no longer taking as much advantage as in compared to -€323 million in 2016. This deterioration is mainly due to 2016 of price increases in emerging countries to compensate for the consolidation of AVTOVAZ’s net financial income and expenses for currency devaluation; -€112 million, as well as the negative impact of the value adjustment P a €394 million significant tailwind from raw materials largely for redeemable shares (-€120 million compared to -€3 million in 2016). reflecting rising steel prices; The contribution of associated companies, primarily Nissan, came P a negative currency impact at - €300 million, reflecting firstly the to €2,799 million, compared to €1,638 million in 2016. Nissan’s depreciation of the Argentinean Peso, British Pound and the US contribution includes a non-recurring income of €1,021 million linked D ollar; to the tax reform voted at the end of 2017 in the USA and to the sale P Company’s G&A increasing by €125 million in line with the strong of its interest in the equipment manufacturer Calsonic Kansei. development of the business (especially internationally) and the Current and deferred taxes showed a charge of €891 million. Company’s digitalization projects. Net income amounted to €5,210 million (+47.1%) and net income, The operating margin of AVTOVAZ (non-consolidated in 2016) Group share, to €5,114 million (€18.87 per share, compared with amounted to €55 million, i.e. 2.0% of its revenues. €12.57 per share in 2016). Excluding non-recurring items mentioned for Nissan, net income, Group share, would have been €4,093 million (€15.10 per share).
Automotive operational free cash flow
(€ million) 2017 2016 Change
Cash flow (excluding dividends received from publicly listed companies) 4,327 4,362 - 35 Change in working capital requirements 447 356 +91 Tangible and intangible investments net of disposals (3,362) (3,047) -315 Leased vehicles and batteries (529) (564) +35 Operational free cash flow excluding AVTOVAZ 883 1,107 -224 Operational free cash flow of AVTOVAZ 62 NM NM Operational free cash flow including AVTOVAZ 945 NM NM
In 2017, the Automotive including AVTOVAZ segment reported positive Excluding AVTOVAZ, the change is resulting from: operational free cash flow of €945 million, of which €62 million of P cash flow (excluding dividends received from publicly listed AVTOVAZ operational free cash flow. companies) of €4,327 million (-€35 million compared with 2016 largely related to the increase in taxes disbursed in 2017 compared to 2016);
10 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
P a positive change in the working capital requirement of €447 million, its Shelf Registration program, comprising two tranches, one for despite a rise in inventories; Yen 63.4 billion with a three-year maturity and the other for Yen P property, plant and equipment and intangible investments net of 26.6 billion with a five-year maturity. disposals of €3,362 million, an increase of €315 million compared The Automotive segment’s liquidity reserves stood at €15.2 billion with 2016. at December 31, 2017. These reserves consisted of: Net Capital expenditure and R&D expenses amounted to 7.9% of P €11.8 billion in cash and cash equivalents; Group revenue, compared with 8.2% in 2016. This percentage is in line with the Group Plan’s objective to remain below 9% of revenues. P €3.4 billion in undrawn confirmed credit lines. At December 31, 2017, RCI Banque’s liquidity reserve stood at €10.2 billion, consisting of: Automotive net cash position as at December 31, 2017 P €4.4 billion in undrawn confirmed credit lines; P €3.6 billion in central-bank eligible collateral; During 2017, Renault issued two Eurobonds of €750 million each P €1.8 billion in high-quality liquid assets (HQLA); (maturity six and eight years) via its EMTN program and a private placement of Yen 7 billion with maturity of three years. Renault P €0.4 billion in available case. also issued a Samourai for a nominal amount of Yen 90 billion via
Change in shareholder’s equity
Shareholder’s equity was up by €2,518 million to €33,442 million.
2013 2014 2015 2016 2017
Earnings per share (€) 2.15 6.92 10.35 12.57 18.87 Net dividend per share 1.72 1.90 2.40 3.15 3.55
2018 OUTLOOK In 2018, the global market is expected to grow 2.5% vs 2017. The European market is expected to expand 1% with an increase of 1% for France. At international level, Russia is expected to grow by close to 10%. Brazil, as well as China, are expected to grow by more than 5%, and India by 6%. Within this context, Groupe Renault is aiming to: P increase Group revenues (at constant exchange rates and perimeter)*; P maintain Group operating margin above 6.0%*; P generate a positive Automotive operational free cash flow. * Excluding IFRS 15 impact.
Renault SA f ive-year financial highlights
(€ million) 2013 2014 2015 2016 2017
Year-end financial position Share capital 1,127 1,127 1,127 1,127 1,127 Number of shares and investment certificates outstanding 295,722,284 295,722,284 295,722,284 295,722,284 295,722,284
Overall income from operations Earnings before tax, amortization, depreciation and provisions(1) 1,429 498 564 1,404 815 Income tax 189 95 160 81 95 Earnings after tax, amortization, depreciation and provisions 1,664 684 663 1,382 937 Dividends paid(3) 504 554 701 916 1,027(4)
Earnings per share in Euros Earnings before tax, amortization, depreciation and provisions(1) 4.83 1.68 1.91 4.75 2.76 Earnings after tax, amortization, depreciation and provisions 5.63 2.31 2.24 4.67 3.17 Net dividend per share 1.72 1.90 2.40 3.15 3.55
Employees(2) (1) Provisions are those recorded during the year, less reversals and applications. (2) No employees. (3) Regarding this financial year. (4) On the basis of the shareholding as of March 31, 2018. GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 11 RENAULT IN 2017
Shareholders and stock market
Breakdown of capital as at December 31, 2017
● OWNERSHIP STRUCTURE AS % OF SHARES ● OWNERSHIP STRUCTURE AS % OF EXERCISABLE VOTING RIGHTS (1)
2.17% 15.01% Treasury stock French State
28.67% French Sate
62.69% 15.00% Public Nissan
5.92% 3.10% 61.54% Daimler Pension Daimler Public Pension Trust e.V. Trust e.V. 2.03% 3.87% Employees * Employees
* The portion of shares held by employees and former employees that are taken into account in this category corresponds to shares held in the FCPE mutual funds. (1) See ChaChapterpter 5.2.6.1 of the CoCompany’smpany’s 2017 Regi egistrationstration document.
Evolution of Renault share price
400 Renault +139.7%
350 CAC 40 +27.9% 300
250
200
150
base 100
50
0 1999 2000 2001 2002 2003 2004 20052006 2007 2008 2009 2010 2011 2012 20132014 2015 2016 2017 03/29/99 12/31/17
19 years of Renault-Nissan cooperation CAC 40 Renault
SHAREHOLDER ADVISORY COMMITTEE The Committee deals with all topics which promote The Committee was also behind the creation of the guide for communication with individual shareholders. The Committee shareholders. members have notably made considerable improvements to the With the Committee’s support, the team responsible for financial Finance/Shareholders section of the Group’s web-site, to the reporting is continuing its efforts to ensure that education and Renault Actu magazine. transparency are paramount vis-à-vis shareholders.
12 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
2018 AGENDA for financial announcements
February 16, 2018 (BEFORE MARKET OPENING) 2017 financial results
April 27, 2018 (BEFORE MARKET OPENING) Q1 2018 revenues
June 15, 2018 (IN THE AFTERNOON) Annual General Meeting
July 27, 2018 (BEFORE MARKET OPENING) H1 2018 results
October 23, 2018 (BEFORE MARKET OPENING) Q3 2018 revenues
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 13 GOVERNANCE OF RENAULT
Board of Directors as of December 31, 2017
The composition To achieve this, when examining any candidacy, P diversity and complementarity of skills, of the Renault Board of Directors it takes into account the following factors: and their relevance with respect to Renault’s strategy and development; aims to ensure balance, P the shareholder base and its evolution; P diversity of nationalities; and competence and ethics. P independence; P knowledge of the markets in which P gender balance; Renault operates or wishes to operate.
PASCALE SOURISSE PATRICK THOMAS MARC LADREIT DE LACHARRIÈRE MIRIEM BENSALAH CHAQROUN* Independent Director Independent Director Independent Director Independent Director
CATHERINE BARBA CARLOS GHOSN* YASUHIRO YAMAUCHI (1)* MARIE-ANNICK DARMAILLAC MARTIN VIAL Independent Director Chairman of the Director appointed upon Board of Directors Independent Director Director designated proposal of Nissan by the French State
FRÉDÉRIC BARRAT Director elected YU SERIZAWA (2)* by employees Director appointed upon RICHARD GENTIL proposal of Nissan Director elected PHILIPPE LAGAYETTE OLIVIA QIU* THIERRY PASCAL FAURE by employees Independent Director BENOÎT OSTERTAG Independent CHERIE BLAIR* and Lead Independent ÉRIC PERSONNE DESMAREST Director appointed Director appointed Director upon proposal of Independent Director Director Director elected Independent Director upon proposal of the the French State by employees employee shareholders
* Director with non French nationality
(1) Mr Yasuhiro Yamauchi, Chief Competitive Officer at Nissan Motor Co. Ltd., was co-opted as a director, on the proposal of Nissan by the Board of Directors during its meeting held on February 9, 2017, to replace Mr Hiroto Saikawa, who resigned. This co-opting was ratified by the Annual General Meeting on June 15, 2017. (2) Mrs Serizawa was co-opted by the Board of Directors during the meeting held on December 12, 2016, following the resignation of Miss Koike. This co-opting was ratified by the Annual General Meeting held on June 15, 2017, which also approved the renewal of her term of office for four years.
14 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
BOARD COMMITTEES The Company is administered AS OF DECEMBER 31, 2017 by a Board of Directors of 19 members 7 of whom are women, including:
15 DIRECTORS appointed by the Annual General Meeting, including 2 directors appointed upon proposal of Nissan ; 1 director appointed upon proposal of the employee shareholders; and 1 director appointed upon proposal of the French State. DIRECTOR designated by order, as representative
1 of the French State. AND GOVERNANCE APPOINTMENTS COMMITTEE COMMITTEE COMPENSATION RISKS AND ETHICS AUDIT, COMMITTEE AND INDUSTRIAL INTERNATIONAL COMMITTEE STRATEGY CATHERINE BARBA ✹ ✹ 3 DIRECTORS elected by employees. FRÉDÉRIC BARRAT MIRIEM BENSALAH CHAQROUN ✹ CHERIE BLAIR ✹ MARIE-ANNICK DARMAILLAC ✹✹ THIERRY DESMAREST ✹ ✩ INDEPENDENCE PASCAL FAURE ✹ RATE (1) RICHARD GENTIL ✹ 66.7% MARC LADREIT DE LACHARRIÈRE ✩ ✹ PHILIPPE LAGAYETTE ✹ ✩ BENOÎT OSTERTAG ✹✹ ÉRIC PERSONNE ✹✹ OLIVIA QIU ✹ PASCALE SOURISSE ✹ PATRICK THOMAS ✹ ✩ ✹ GENDER BALANCE MARTIN VIAL ✹✹ ON THE BOARD ✹ OF DIRECTORS (2) YASUHIRO YAMAUCHI ✹ Member ✩ Chairman
APPOINTMENTS AND GOVERNANCE COMMITTEE 56.3% 80% of independent directors 5 4 meetings 43.7% members 81.2% of attendance rate
COMPENSATION COMMITTEE
100 % of independent directors 6 2 meetings DIVERSITY members 85.7% of attendance rate 6 OUT OF AUDIT, RISKS AND ETHICS COMMITTEE 19 DIRECTORS ARE NON-FRENCH 83.3% of independent directors 8 5 meetings members 88.1% of attendance rate
INTERNATIONAL AND INDUSTRIAL STRATEGY COMMITTEE
50% of independent directors 7 5 meetings (1) Pursuant to the recommendations of the AFEP-MEDEF Code, excluding the directors members representing the employees or the director representing the employee shareholders. 88.8% of attendance rate (2) Pursuant to the legal provisions, excluding directors representing the employees.
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Renewal of Mr Carlos Ghosn’s directorship proposed to the Annual General Meeting
The renewal of Mr Carlos Ghosn’s directorship for four years is proposed to the Annual General Meeting.
CARLOS GHOSN
BIOGRAPHY – PROFESSIONAL EXPERIENCE OFFICES AND OTHER FUNCTIONS IN FRENCH Born in March 1954, Carlos Ghosn is a graduate of the AND INTERNATIONAL COMPANIES École Polytechnique and the École des Mines in Paris. CURRENT OFFICES He joined Michelin in 1978 as Manager of the Le Puy Listed companies: plant in France. Then he led Michelin South America’s Chairman and Chief Executive Officer of Renault SA (France) business operations based in Brazil. In 1989 he became Chairman and Chief Executive Officer of Since April 2017, Chairman of the Board of Directors of Michelin North America. Carlos Ghosn joined Renault Nissan Motor Co., Ltd. (Japan) in 1996 as Deputy Chief Executive Officer. In addition Since December 2016, Chairman of the Board of Directors to overseeing Renault’s operations in the Mercosur, of Mitsubishi Motors Corporation (Japan) he was also responsible for research, engineering Non-listed companies: Chairman of the Board and Automotive development, manufacturing, Chairman of Renault s.a.s. (France) of Directors powertrain operations and purchasing. In 1999, he Chairman of Mobiliz Invest (France) became the Chief Executive Officer of Nissan Motor Birth date: Chairman of the Management Board of Renault-Nissan b.v. Co., Ltd. He was appointed as Chairman and Chief 03/09/1954 (Netherlands) Executive Officer in 2001. Nationality: Chairman of the Management Board of Nissan-Mitsubishi As well as being Chief Executive Officer of the Group French-Brazilian b.v. (Netherlands) since May 2005, he was still the Chairman and CEO of Date of first appointment: Nissan Motor Co., Ltd. He was appointed as Renault’s Chairman of the Management Board of Alliance Rostec Auto April 2002 Chairman and Chief Executive Officer in 2009, and b.v. (Netherlands) Start date of current term reappointed in 2014. Chairman of the Board of Directors of Renault do Brasil of office: April 2014 Carlos Ghosn left his position as Chief Executive (Brazil) Current term expires: Officer of Nissan Motor Co., Ltd on April 1, 2017, while Other legal entities: 2018 AGM keeping his office as Chairman. He has also served None Number of registered as Chairman of the Board of Directors of Mitsubishi shares held: 537,920 Motors since December 2016. OFFICES IN OTHER COMPANIES IN THE PAST Carlos Ghosn was also Chairman of the Board of FIVE YEARS NO LONGER HELD Term expiry Directors of Russian manufacturer AVTOVAZ from Chairman of the Board of Directors 2013 to 2016. of AVTOVAZ 2016 Finally, he is a member of the International Advisory Chief Executive Officer of Nissan Council of Beijing’s Tsinghua University, and a Motor Co., Ltd. (Japan) 2017 member of the Strategic Council for Beirut’s Saint Joseph University.
16 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Ratification of Mr Thierry Derez’s co-opting as Independent Director proposed to the Annual General Meeting
During its meeting held on February 15, 2018, on the recommendation of the Appointments and Governance Committee, the Board of Directors decided to propose to the Annual General Meeting of June 15, 2018 the ratification of Mr Thierry Derez’s co-opting as an Independent Director, replacing Mr Thierry Desmarest who decided to resign from his directorship and from his chairmanship of the International and Industrial Strategy Committee and his membership of the Compensation Committee, for personal reasons, effective as of the Board of Directors’ meeting held on February 15, 2018.
THIERRY DEREZ
BIOGRAPHY – PROFESSIONAL EXPERIENCE OFFICES AND OTHER FUNCTIONS IN FRENCH Admitted to the Paris Bar before joining the AND INTERNATIONAL COMPANIES insurance group AM-GMF in 1995, first as Deputy CURRENT OFFICES Chief Executive Officer of GMF and then as Chairman Listed companies: and Chief Executive Officer of Assurances Mutuelles de France and of GMF in 2001, Thierry Derez was Member of the Strategy Committee, Risk Committee and appointed Chairman and Chief Executive Officer Compensation and Nomination Committee of Scor SE of the AZUR-GMF group in September 2003. He Non-listed companies: is currently Chairman of the Board of Directors of Chairman and Chief Executive Officer of Covéa (SGAM) Assurances Mutuelles de France, of GMF Assurances (France) and Chairman and Chief Executive Officer of Thierry Derez holds numerous corporate offices in non-listed Birth date: Garantie Mutuelle des Fonctionnaires (GMF). He subsidiaries and/or participations of Covéa. For the sake of 02/18/1957 was appointed as director of MAAF Assurances in clarity, not all of these offices are listed here. November 2004 and became its Chairman and Chief Nationality: Other legal entities: French Executive Officer in June 2005. Since June 2007, he has been the Chairman of the Board of Directors of None Date of first appointment: February 2018 MMA IARD Assurances Mutuelles, MMA IARD, MMA Vie Assurances Mutuelles and MMA Vie. Since 2008, OFFICES IN OTHER COMPANIES IN THE PAST Start date of current term he has been Chairman and Chief Executive Officer FIVE YEARS NO LONGER HELD Term expiry of office: February 2018 of Covéa. Thierry Derez has held numerous corporate offices in Current term expires: subsidiaries of Covéa. For the sake of clarity, not all of these 2020 AGM offices are listed here. Number of registered shares held: None
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 17 GOVERNANCE OF RENAULT
Appointment of an Independent Director proposed to the Annual General Meeting
During its meeting held on February 15, 2018, on the recommendation of the Appointments and Governance Committee, the Board of Directors decided to propose to the Annual General Meeting of June 15, 2018 the appointment of Mr Pierre Fleuriot as Independent Director, replacing Mr Marc Ladreit de Lacharrière, who has reached the age limit set by the Company’s articles of incorporation and whose directorship cannot therefore be renewed.
PIERRE FLEURIOT
BIOGRAPHY – PROFESSIONAL EXPERIENCE OFFICES AND OTHER FUNCTIONS IN FRENCH Graduate of the Institut d’Études Politiques de Paris, AND INTERNATIONAL COMPANIES Masters’ degree in Law and alumni of the École CURRENT OFFICES Nationale d’Administration, Pierre Fleuriot started Listed companies: his career as financial auditor, then he became general manager of the Commission des Opérations None de Bourse. Non-listed companies: In 1997 he joined ABN AMRO, where he held various Chairman of PCF Conseil & Investissement (France) positions and lastly served as Senior Executive Vice- Director and Chairman of the Governance, Appointments President of ABN AMRO and Vice-President of and Remuneration Committee of the Casablanca Stock Wholesale Clients. Exchange (Morocco) Birth date: In 2009 he became Chief Executive Officer of Credit Other legal entities: 01/31/1954 Suisse France, in charge with the Investment Chairman of Cercle de l’Orchestre de Paris (France) Nationality: French Banking, Private Banking and Asset Management for France, Belgium and Luxembourg. Date of first appointment: OFFICES IN OTHER COMPANIES IN THE PAST N/A Following his departure from the management of FIVE YEARS NO LONGER HELD Term expiry Credit Suisse France in 2016 , he founded PCF Conseil Start date of current term Chief Executive Officer of Credit Suisse & Investissement, a consulting firm of which he is of office: N/A France (France) 2016 the Chairman. Current term expires: N/A Number of registered shares held: None
18 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Renewal of directorships of Independent Directors proposed to the Annual General Meeting
During its meeting held on February 15, 2018, on the recommendation of the Appointments and Governance Committee, the Board of Directors decided to propose the renewal of the terms of office of Mr Patrick Thomas, Mrs Pascale Sourisse and Mrs Catherine Barba as Independent Directors to the Annual General Meeting of June 15, 2018.
PATRICK THOMAS
BIOGRAPHY – PROFESSIONAL EXPERIENCE OFFICES AND OTHER FUNCTIONS IN FRENCH After graduating from the École Supérieure de AND INTERNATIONAL COMPANIES Commerce de Paris (ESCP), Patrick Thomas chaired CURRENT OFFICES the Lancaster group from 1997 to 2000, and from Listed companies: 2000 to 2003 served as Chairman and Chief Executive Officer of the British company William Grant & Sons. Vice-Chairman of the Supervisory Board and Chairman of the Compensation Committee of Laurent Perrier (France) Patrick Thomas served as Chief Executive Officer of Hermès International from 1989 to 1997. On Non-listed companies: July 15, 2003 he rejoined the Hermès group as Chief Member of the Supervisory Board of Leica Camera AG Executive Officer of Hermès International before (Germany) Birth date: being appointed manager, a role which he performed Member of the Supervisory Board of Château Palmer 06/16/1947 from September 15, 2004 until his retirement on (France) Nationality: French January 31, 2014. Chairman of the Supervisory Committee, of the Compensation Date of first appointment: Committee and of the Investment Committee of Ardian 2014 AGM Holding (France) Start date of current term Vice-Chairman of the Supervisory Board of Massilly Holding of office: April 2014 (France) Current term expires: Chairman of the Board and Director of Shang Xia Trading 2018 AGM (Shanghai) Number of registered Chairman and Director of Full More Group (Hong Kong) shares held: 100 Other legal entities: None
OFFICES IN OTHER COMPANIES IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Patrick Thomas has held numerous corporate offices within the Hermès group’s subsidiaries. For the sake of clarity, not all of these offices are listed here.
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PASCALE SOURISSE
BIOGRAPHY – PROFESSIONAL EXPERIENCE OFFICES AND OTHER FUNCTIONS IN FRENCH Pascale Sourrisse is a graduate of the École AND INTERNATIONAL COMPANIES Polytechnique and the École Nationale Supérieure CURRENT OFFICES des Télécommunications (ENST). Listed companies: She began her career holding management positions within France Télécom, Jeumont-Schneider and Director, member of the Appointments and Governance Compagnie Générale des Eaux, as well as with the Committee and the Compensation Committee of Vinci French Ministry of Industry, followed by Alcatel. In (France) 2001 she became President and Chief Executive Non-listed companies: Officer of Alcatel Space and then of Alcatel Alenia Chairwoman of Thales International SAS (France) Birth date: Space in 2005. In 2007, she was appointed Deputy Chairwoman of Thales Europe SAS (France) 03/07/1962 Chief Executive Officer of Thales, a member of the Permanent Representative of Thales in its capacity of Executive Committee, responsible for the Space Nationality: French Director of ODAS (France) division and Chairman and Chief Executive Officer Date of first appointment: Member of the ODAS Compensation Committee (France) of Thales Alenia Space. In 2008, she was appointed April 2010 Senior Vice-President and Chief Executive Officer Other legal entities: Start date of current term of Thales’ Land & Joint Systems division and in Member of the National Academy of Technology (France) of office: April 2014 February 2010, became Senior Vice-Chairwoman Current term expires: of the Defense & Security C4I Systems division. OFFICES IN OTHER COMPANIES IN THE PAST 2018 AGM Since 2012 she has also served as Chairwoman and FIVE YEARS NO LONGER HELD Term expiry Number of registered Chief Executive Officer of Thales Communications & Other legal entities: Security, and President of Thales Services. shares held: 1,000 Permanent Representative of Thales in its capacity Since February 2013, she has been Senior Executive as Director of SOFRESA (France) 2015 Vice-President of International Development for the Director of the Agence Nationale Thales Group. de la Recherche (France) 2016 Pascale Sourisse is an Officer of the French Président of Conseil d’école de Télécom Legion of Honor (Officier de la Légion d’Honneur) Paris Tech (France) 2017 and Commander of the French Order of Merit Director of the Agence nationale (Commandeur de l’Ordre du Mérite). des fréquences (France) 2017 Director, member of the Audit and Ethics Committee of Areva SA (France) 2017 Pascale Sourisse has held numerous corporate offices with subsidiaries of Thales and Australian Defence Industries. For the sake of clarity, not all of these offices are listed here.
20 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
CATHERINE BARBA
BIOGRAPHY – PROFESSIONAL EXPERIENCE OFFICES AND OTHER FUNCTIONS IN FRENCH Web pioneer, entrepreneur, business angel and AND INTERNATIONAL COMPANIES speaker, Catherine Barba is an expert in e-commerce CURRENT OFFICES and digital transformation. Listed companies: She developed the New-York-based PEPS Lab, a Member of the Supervisory Board of ETAM (France) Retail Innovation Center that discovers the most promising retail omnichannel practices, from major Non-listed companies: retailers to fashion brands. Prior to that, a serial Chairwoman of CB Group (SAS, France) entrepreneur and digital pioneer in Europe, she Director of Reech (France) founded several digital businesses in France. Her Director of RelevanC (France) Birth date: consulting firm, Malinea, which provides coaching Other legal entities: 02/28/1973 and consulting to leaders of global organizations, Nationality: French helping them fuel innovation and accelerate None Date of first appointment: transformation, was acquired in 2012 by the founders OFFICES IN OTHER COMPANIES IN THE PAST June 2017 of Vente Privee, one of France’s first unicorns. Her previous company Cashstore, a cash-back website FIVE YEARS NO LONGER HELD Term expiry Start date of current term Director of Leetchi (France) 2015 of office: June 2017 partnering with over 1,200 e-commerce merchants, was acquired by Plebicom Group in 2010. She is also Director of MangoPay (France) 2015 Current term expires: the author of several books about the future of retail, 2018 AGM Director of So Shape (France) 2016 including “Stores are not dead”. Director of Electronic Business Group (France) 2016 Number of registered As a thought leader in digital entrepreneurship, shares held: 100 Catherine Barba had over 200 speaking engagements in 2015 alone. Since 2009, she served as a regular commentator on the leading French news programs and for the fourth year in a row, she has hosted a TV series aimed at amplifying the diversity of entrepreneurs in technology startups in France. A trusted advisor and mentor, she is one of the few French female business angels, and serves on the Board of several successful tech start-ups, including Leetchi, MangoPay, Reech and Retency, among others. In 2015 and 2016, she was named one of 50 most influential figures in Europe’s digital economy and in 2014 one of 3 most influential female figures in France. In 2012 her alma mater ESCP Europe named her “Alumni of the Year”. Catherine Barba is a Knight of the French National Order of Merit and Knight of the National order of the Legion of Honour.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 21 GOVERNANCE OF RENAULT
Renewal of the term of office of a director appointed upon proposal of Nissan proposed to the Annual General Meeting
During the meeting of the Board of Directors on February 9, 2017, Mr Yasuhiro Yamauchi, Chief Competitive Officer at Nissan Motor Co. Ltd., was co-opted as a director, on the proposal of Nissan, to replace Mr Hiroto Saikawa, who resigned, for the remainder of his term of office, i.e. until the end of the Annual General Meeting of 2018 approving the 2017 financial statements. It is proposed to the Annual General Meeting to renew Mr Yasuhiro Yamauchi’s term of office as director appointed upon proposal of Nissan, for four years, until the end of the Annual General Meeting approving the 2021 financial statements.
YASUHIRO YAMAUCHI
BIOGRAPHY-PROFESSIONAL EXPERIENCE OFFICES AND OTHER FUNCTIONS IN FRENCH Yasuhiro Yamauchi holds a degree in Social Sciences AND INTERNATIONAL COMPANIES from the International Christian University, College of CURRENT OFFICES Liberal Arts. He joined Nissan Motor Co., Ltd. in 1981, where he held various management positions in the Listed companies: Purchasing Department, as well as in Renault-Nissan Chief Competitive Officer of Nissan Motor Co., Ltd. (Japan) Purchasing Organization (RNPO). He joined RNPO Non-listed companies: in April 2008 as Senior Vice-President in charge of Director of Renault Nissan b.v. (Netherlands) Purchasing. Other legal entities: In April 2014, Yasuhiro Yamauchi was appointed None Birth date: Alliance Global Vice-President, Senior Vice-President, 02/02/1956 Alliance Purchasing, in charge of the convergence of Nationality: Japanese Management and Human Resources of the Renault and Nissan Purchasing, Engineering, Manufacturing OFFICES IN OTHER COMPANIES IN THE PAST Date of first appointment: & Supply Chain Departments. FIVE YEARS NO LONGER HELD Term expiry February 2017 In November 2016, he was appointed Chief None Start date of current term Competitive Officer of Nissan Motor Co., Ltd. of office: February 2017 He is responsible for global manufacturing and Current term expires: Research and Development, as well as Purchasing, 2018 AGM Manufacturing, Supply Chain Management, R&D, Number of registered Connected Vehicles and Mobility Services for the shares held: 2,785 Alliance. His role is to ensure that Nissan Motor Co., Ltd. maintains its competitiveness in the global market.
22 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Directors sitting at the Board as at December 31, 2017
CARLOS GHOSN, CHAIRMAN OF THE BOARD OF DIRECTORS
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 03/09/1954 Listed companies: OFFICES IN OTHER COMPANIES Nationality: Chairman and Chief Executive Officer of Renault SA (France) IN THE PAST FIVE YEARS French-Brazilian NO LONGER HELD Term expiry Since April 2017, Chairman of the Board of Directors of Date of first Nissan Motor Co., Ltd. (Japan) Chairman of the Board of appointment: Since December 2016, Chairman of the Board of Directors Directors of AVTOVAZ 2016 April 2002 of Mitsubishi Motors Corporation (Japan) Chief Executive Officer of Nissan Start date Motor Co., Ltd. (Japan) 2017 of current term Non-listed companies: of office: April 2014 Chairman of Renault s.a.s. (France) Current term Chairman of Mobiliz Invest (France) expires: Chairman of the Management Board of Renault-Nissan b.v. 2018 AGM (Netherlands) Number of Chairman of the Management Board of Nissan-Mitsubishi registered shares b.v. (Netherlands) held: 537,920 Chairman of the Management Board of Alliance Rostec Auto b.v. (Netherlands) Chairman of the Board of Directors of Renault do Brasil (Brazil) Other legal entities: None
CATHERINE BARBA, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 02/28/1973 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first Member of the Supervisory Board of ETAM (France) appointment: Director of Leetchi (France) 2015 June 2017 Non-listed companies: Chairwoman of CB Group (SAS, France) Director of MangoPay (France) 2015 Start date Director of So Shape (France) 2016 of current term Director of Reech (France) of office: June 2017 Director of RelevanC (France) Director of Electronic Business Group (France) 2016 Current term Other legal entities: expires: None 2018 AGM Number of registered shares held: 100
FRÉDÉRIC BARRAT, DIRECTOR ELECTED BY EMPLOYEES
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 09/05/1972 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first None appointment: None November 2016 Non-listed companies: None Start date of current Other legal entities: term of office: None November 2016 Current term expires: November 2020 Number of registered shares held: 166
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MIRIEM BENSALAH CHAQROUN, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 11/14/1962 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: Listed companies: IN THE PAST FIVE YEARS Moroccan NO LONGER HELD Term expiry Vice-President and Chief Executive Officer of Les Eaux Date of first Minérales d’Oulmès (Morocco) Director of Eutelsat (France) 2017 appointment: June 2017 Director of Suez (France) Start date Non-listed companies: of current term Director of Holmarcom (Morocco) of office: June 2017 Miriem Bensalah Chaqroun holds several corporate offices Current term with non-listed subsidiaries and/or participations of Les expires: Eaux Minérales d’Oulmès. For the sake of clarity, not all of these offices are listed here. 2021 AGM Other legal entities: Number of registered shares Member of the Board and Chairman of the Audit Committee held: 250 of Bank Al Maghrib (Central Bank of Morocco, Morocco) Chairman of the Confédération Générale des Entreprises du Maroc (Morocco) Director of Al Akhawayn University (Morocco) Chairman of the Centre Euro-Méditerranéen d’Arbitrage (Morocco)
CHÉRIE BLAIR, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 09/23/1954 URRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: British Listed companies: N/A IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first None appointment: None April 2015 Non-listed companies: Founder and Chair, Omnia Strategy LLP, London (United Start date of current term Kingdom) of office: April 2015 Other legal entities: Current term Founder, Cherie Blair Foundation for Women (United expires: Kingdom) 2019 AGM Number of registered shares held: 100
MARIE-ANNICK DARMAILLAC, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 11/24/1954 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first Permanent Representative of Financière V on the Board appointment: of Bolloré (France) None June 2017 Permanent Representative of Financière V on the Board Start date of Financière de l’Odet (France) of current term Permanent Representative of Socfrance on the Board of office: June 2017 of Société Industrielle et Financière de l’Artois (France) Current term Permanent Representative of the Société des Chemins expires: de fers & Tramways du Var et du Gard on the Board of 2021 AGM Financière Moncey (France) Number of registered shares Non-listed companies: held: 100 President of the Société Immobilière Mount Vernon (France) Other legal entities: None
24 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
THIERRY DESMAREST, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 12/18/1945 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first None appointment: Non-listed companies: Director of the Musée du Louvre April 2008 (France) 2014 None Start date Director of the École Polytechnique of current term Other legal entities: (France) 2014 of office: April 2016 President of the Total Foundation (France) Chairman of Fondation de l’École Current term Polytechnique (France) 2014 expires: Director of Sanofi (France) 2014 2020 AGM* Director of Bombardier Inc. (Canada) 2014 Number of registered shares Chairman of the Board of Directors held: 1,500 of Total SA (France) 2015 Honorary Chairman of Total SA (France) 2016 * Resigned as from February 15, 2018 Independent Director and Lead Director of Air Liquide (France) 2017
PASCAL FAURE, DIRECTOR APPOINTED UPON PROPOSAL OF THE FRENCH STATE
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 02/01/1963 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first Member of the Board of Directors (non-voting director) appointment: of Areva SA (France) Director representing the French February 2013 Non-listed companies: State at Française des Jeux (France) 2013 Start date Director representing the French State Government Representative on the Board of La Poste of current term at France Télécom (France) 2013 (France) of office: June 2017 Director representing the French State Director representing the French State at Bpifrance Current term of Alstom (France) 2017 expires: Participations and Bpifrance Investissement (France) 2021 AGM Other legal entities: Number of Member of the Committee for the Atomic Energy (France) registered shares Director representing the French State at Mines Paris Tech held: N/A (France) Director representing the French State at the French Agency for Research (France)
RICHARD GENTIL, DIRECTOR ELECTED BY EMPLOYEES
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 04/29/1968 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first None appointment: None November 2012 Non-listed companies: None Start date of current Other legal entities: term of office: None November 2016 Current term expires: November 2020 Number of registered shares held: 1
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MARC LADREIT DE LACHARRIÈRE, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 11/06/1940 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of Chairman and Chief Executive Officer of Fimalac (France) first appointment: Director of Fermière du Casino Municipal de Cannes (France) Director of the Musée des Arts Décoratifs October 2002 Permanent Representative of Fimalac on the Board of (France) 2013 Start date Directors of NextRadio TV (France) Chairman of the Abbaye de Lubilhac of current term endowment fund (France) 2013 of office: April 2014 Non-listed companies: Director of the Fondation Chairman of the Executive Board of the Marc de Lacharrière Current term Bettencourt Schueller (France) 2013 expires: group (France) Director of L’Oréal (France) 2014 2018 AGM Chairman of the Board of Directors of Fitch group Inc. (USA) Director of the Casino group (France) 2016 Number of Chairman of the Supervisory Board of Webedia (France) Director of the Fondation Nationale registered shares Director of the Lucien Barrière SAS group (France) des Sciences Politiques (France) 2016 held: 1,020 Manager of Fimalac Participations Sarl (Luxembourg) Permanent Representative of Financière de l’Océan Indien (SAS) on the Board of Directors of Ciel Ltd (Mauritius) Director of Gilbert Coullier Productions (SAS) Other legal entities: Member of the Institut (Académie des Beaux-Arts) (France) Chairman of the Board of Directors of Agence France Museums (France) Chairman of the Fondation Culture et Diversité (France) Conseil artistique des Musées Nationaux (France) Honorary Chairman of the French National Committee of Foreign Trade Advisors (Comité National des Conseillers du Commerce Extérieur de la France) (France)
PHILIPPE LAGAYETTE, LEAD INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 06/16/1943 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first Director of Fimalac (France) appointment: Non-listed companies: Director of Kering (formerly PPR) May 2007 (France) 2016 Chairman of PL Conseils (France) Start date of current term Other legal entities: of office: April 2015 Chairman of the Fondation de France (France) Current term Chairman of the Fondation de Coopération expires: Scientifique for Alzheimer’s research (France) 2019 AGM Number of registered shares held: 1,560
26 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
BENOÎT OSTERTAG, DIRECTOR APPOINTED UPON PROPOSAL OF THE EMPLOYEES SHAREHOLDERS
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 08/02/1965 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of None first appointment: None May 2011 Non-listed companies: None Start date of current term Other legal entities: of office: June 2017 None Current term expires: 2021 AGM Number of registered shares held: 105 shares in an FCPE mutual fund
ÉRIC PERSONNE, DIRECTOR ELECTED BY EMPLOYEES
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 10/14/1962 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first None appointment: None November 2012 Non-listed companies: None Start date of current Other legal entities: term of office: None November 2016 Current term expires: November 2020 Number of registered shares held: 100
OLIVIA RONGHONG QIU, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 08/19/1966 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French, Listed companies: IN THE PAST FIVE YEARS Chinese NO LONGER HELD Term expiry Director of Saint-Gobain SA (France) Date of first Non-listed companies: Olivia Qiu has held numerous corporate offices appointment: with subsidiaries of Alcatel-Lucent. For the sake None April 2016 of clarity, these offices are not listed here. Start date Other legal entities: of current term None of office: April 2016 Current term expires: 2020 AGM Number of registered shares held: 800
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 27 GOVERNANCE OF RENAULT
YU SERIZAWA, DIRECTOR APPOINTED UPON PROPOSAL OF NISSAN
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 07/25/1958 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: Listed companies: IN THE PAST FIVE YEARS Japanese NO LONGER HELD Term expiry None Date of first Non-listed companies: Secretary General for International Affairs, appointment: Science and Technology in Society Forum President and Chief Executive Officer of Forma Corporation December 2016 (Japan) 2013 Start date (Japan) of current Advisor to the President of Mori Building Company, Limited term of office: (Japan) December 2016 Other legal entities: Current term Director General for International Affairs, Science and expires: Technology in Society Forum (non-profit organization, Japan) 2021 AGM Director of the Japanese Committee of Honour, Royal Number of Academy of Arts (United Kingdom) registered shares Auditor for Daisen-In Temple, Daitokuji (Japan) held: 100
PASCALE SOURISSE, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 03/07/1962 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of Director, member of the Appointments and Governance first appointment: Committee and the Compensation Committee of Vinci Other legal entities: April 2010 (France) Permanent Representative of Thales Start date Non-listed companies: in its capacity as Director of SOFRESA of current term (France) 2015 of office: April 2014 Chairwoman of Thales International SAS (France) Chairwoman of Thales Europe SAS (France) Director of the Agence Nationale Current term de la Recherche (France) 2016 Permanent Representative of Thales in its capacity of expires: Président of Conseil d’école de Télécom 2018 AGM Director of ODAS (France) Paris Tech (France) 2017 Member of the ODAS Compensation Committee (France) Number of Director of the Agence nationale registered shares Other legal entities: des fréquences (France) 2017 held: 1,000 Member of the National Academy of Technology (France) Director, member of the Audit and Ethics Committee of Areva SA (France) 2017 Pascale Sourisse has held numerous corporate offices with subsidiaries of Thales and Australian Defence Industries. For the sake of clarity, not all of these offices are listed here.
28 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
PATRICK THOMAS, INDEPENDENT DIRECTOR
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 06/16/1947 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of first Vice-Chairman of the Supervisory Board and Chairman of appointment: 2014 the Compensation Committee of Laurent Perrier (France) Patrick Thomas has held numerous corporate AGM Non-listed companies: offices within the Hermès group’s subsidiaries. Start date For the sake of clarity, not all of these offices Member of the Supervisory Board of Leica Camera AG of current term are listed here. of office: April 2014 (Germany) Member of the Supervisory Board of Château Palmer Current term expires: (France) 2018 AGM Chairman of the Supervisory Committee, of the Compensation Committee and of the Investment Committee Number of registered shares of Ardian Holding (France) held: 100 Vice-Chairman of the Supervisory Board of Massilly Holding (France) Chairman of the Board and Director of Shang Xia Trading (Shanghai) Chairman and Director of Full More Group (Hong Kong) Other legal entities: None
MARTIN VIAL, DIRECTOR DESIGNATED BY THE FRENCH STATE
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 02/08/1954 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: French Listed companies: IN THE PAST FIVE YEARS NO LONGER HELD Term expiry Date of Director and member of the Strategy Committee and of first appointment: the Appointments and Compensation Committee of EDF Director of Homair vacances (France) 2014 September 2015 (France) Director of Business Solutions Capital Start date Non-listed companies: (France) 2014 of current Director of Europ Assistance South Africa, term of office: Director of Bpifrance SA (France) Germany, China, Spain, Italy, Portugal 2014 September 2015 Chairman of Europ Assistance Brazil, Current term Belgium, France, UK, USA, CSA 2014 expires: N/A Director and Chief Executive Officer Number of of the Europ Assistance group 2014 registered shares held: N/A Director and member of the Strategy Committee and of the Governance and Appointments of Thales 2017
YASUHIRO YAMAUCHI, DIRECTOR APPOINTED UPON PROPOSAL OF NISSAN
Birth date: OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES 02/02/1956 CURRENT OFFICES OFFICES IN OTHER COMPANIES Nationality: Listed companies: IN THE PAST FIVE YEARS Japanese NO LONGER HELD Term expiry Chief Competitive Officer of Nissan Motor Co., Ltd. (Japan) Date of first None appointment: Non-listed companies: February 2017 Director of Renault Nissan b.v. (Netherlands) Start date Other legal entities: of current term None of office: February 2017 Current term expires: 2018 AGM Number of registered shares held: 2,785
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 29 DRAFT RESOLUTIONS
Ladies and gentlemen,
We have convened you for this Annual General Meeting in order to submit twenty-seven resolutions to you:
P 18 of them are submitted to the Ordinary General Meeting; P 8 of them, which lead to or are likely to lead to a change in the share capital and therefore a change in the Company’s articles of incorporation, are submitted to the Extraordinary General Meeting; and P the last one relates to powers for the completion of formalities. In this report, we present to you the reasons for each of the resolutions submitted to your vote at the Annual General Meeting.
The Company’s course of business and financial situation during the financial year ended December 31, 2017 are described in the Company’s 2017 Registration document.
A table summarising the current delegations in terms of share capital increase is also included in Chapter 5 of the Company’s 2017 Registration document and at the end of this section.
30 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
ORDINARY GENERAL MEETING
APPROVAL OF THE ANNUAL AND CONSOLIDATED FINANCIAL STATEMENTS AND APPROPRIATION OF PROFITS
The first two resolutions deal with the approval of the Company’s annual and consolidated financial statements for the financial year ended December 31, 2017. The financial statements have been prepared in accordance with French legal and regulatory provisions for annual financial statements and in compliance with applicable regulations, including with IFRS (International Financial Reporting Standards) for consolidated financial statements.
Presentation The corporate financial statements show a profit of €937,423,027.49. The consolidated financial statements show a profit of €5,210,264,162.56. In application of Article 223 quater of the French General Tax Code (Code général des impôts), it is specified that no expenses and charges referred to in Article 39, paragraph 4 of the French General Tax Code were incurred for the financial year ended December 31, 2017. The third resolution deals with the appropriation of profits for the financial year ended December 31, 2017 and the payment of dividends. The Board of Directors proposes to set the amount of dividend that would be distributed to each of the Company’s shares carrying dividend rights for the financial year ended December 31, 2017 at €3.55, i.e. a total amount of €1,049,814,108.2 based on a number of 295,722,284 shares comprising the share capital as at December 31, 2017. The shares would be traded ex-dividend on Thursday June 21, 2018 and dividends paid out from Monday June 25, 2018. As a consequence of this distribution, the retained earnings account would change from €8,262,944,074.74 to €8,150,552,994.03. If, at the time of payment of the dividend, the number of shares carrying dividend rights for the financial year ended December 31, 2017 was less than the maximum number of shares eligible for dividends, in particular as a result of the Company holding its own shares, the distributable profit corresponding to the dividend balance that would not have been paid in respect of these shares would be allocated to the “retained earnings” item. In addition, the total amount of the dividend and, consequently, the amount of retained earnings, will be adjusted to take into account the exercise of stock options or the vesting of restricted shares carrying dividend rights for the financial year ended December 31, 2017. It is reminded that, pursuant to current regulations, the dividend, when paid to individuals who are tax residents of France, is taxable to the single flat-rate levy (“PFU”) at a 12.8% rate or, subject to express and irrevocable option applicable to all the revenues, net gains, profits and receivables within the scope of the PFU, to the income tax at progressive scale. The dividend is eligible for the tax deduction provided by Article 158 3. 2° of the French General Tax Code. Nevertheless, this deduction is only available if the tax payer opts for taxation at progressive scale. In accordance with the provisions of Article 243 bis of the French General Tax Code, the table below sets out the amount of dividends, distributed income eligible for the 40% tax deduction provided for in the second paragraph of Article 158 3 of the French General Tax Code for individuals who are tax residents of France and income not eligible for the tax deduction in respect of the previous three financial years .
Financial year Financial year Financial year 2014 2015 2016
Dividend per share €1.90 €2.40 €3.15 Amount of income distributed that is eligible for the 40% tax deduction €1.90 €2.40 €3.15 Amount of income distributed that is not eligible for the 40% tax deduction - - -
The Company’s business situation and financial state for the year ended December 31, 2017 are described in the Company’s 2017 Registration d ocument.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 31 DRAFT RESOLUTIONS
FIRST RESOLUTION A dividend of €3.55 per share will be paid to each of the Company’s shares carrying dividend rights. The total amount of the dividend, Approval of annual financial statements for the €1,049,814,108.2, was determined based on a number of 295,722,284 financial year ended December 31, 2017 shares comprising the share capital as at December 31, 2017. The The Annual General Meeting, voting pursuant to the quorum and shares will be traded ex-dividend on Thursday June 21, 2018 and majority rules applicable to Ordinary General Meetings, and having dividends paid out from Monday June 25, 2018. reviewed the Board of Directors’ report and the Statutory Auditors’ report on the annual financial statements, approves, as presented, the If, at the time of payment of the dividend, the number of shares annual financial statements for the financial year ended December 31, carrying dividend rights for the financial year ended December 31, 2017, comprising the balance sheet, income statement and notes, 2017 was less than the maximum number of shares eligible for the showing a net profit of €937,423,027.49. It also approves the dividend indicated above, in particular as a result of the Company transactions reflected in these financial statements or summarised holding its own shares, the distributable profit corresponding to the in these reports. dividend balance that would not have been paid in respect of these shares would be allocated to the “retained earnings” item. In application of Article 223 quater of the French General Tax Code, the General Meeting notes that no expenses and charges referred to In addition, the total amount of the dividend and, consequently, the in Article 39, paragraph 4 of the French General Tax Code have been amount of retained earnings, will be adjusted to take into account the incurred for the financial year ended December 31, 2017. exercise of stock options or the vesting of restricted shares carrying dividend rights for the financial year ended December 31, 2017.
It is reminded that, pursuant to current regulations, the dividend, SECOND RESOLUTION when paid to individuals who are tax residents of France, is taxable to the single flat-rate levy (“PFU”) at a 12.8% rate or, subject to Approval of consolidated financial statements express and irrevocable option applicable to all the revenues, net for the financial year ended December 31, 2017 gains, profits and receivables within the scope of the PFU, to the The Annual General Meeting, voting pursuant to the quorum and income tax at progressive scale. The dividend is eligible for the tax majority rules applicable to Ordinary General Meetings, and having deduction provided by Article 158 3. 2° of the French General Tax Code. reviewed the Board of Directors’ report and the Statutory Auditors’ Nevertheless, this deduction is only available if the tax payer opts for report on the consolidated financial statements, approves, as taxation at progressive scale. presented, the consolidated financial statements for the financial year ended December 31, 2017, comprising the balance sheet, consolidated In accordance with the provisions of Article 243 bis of the General income statement and notes, and drawn up in accordance with the Tax Code, the amount of dividends distributed in respect of the provisions of Articles L. 233-16 et seq. of the French Commercial Code previous three financial years, the amount of income distributed in (Code de commerce) and showing a net profit of €5,210,264,162.56. It respect of these same financial years and that is eligible for the 40% also approves the transactions reflected in these financial statements tax deduction, and the amount of income not eligible for this tax or summarised in these reports. deduction are set out below:
Financial Financial Financial year 2014 year 2015 year 2016 THIRD RESOLUTION Dividend per share €1.90 €2.40 €3.15 Allocation of net profits for the financial Amount of income distributed that is year ended December 31, 2017, setting of the eligible for the 40% tax deduction €1.90 €2.40 €3.15 dividend and the dividend payment date Amount of income distributed that is not The Annual General Meeting, voting pursuant to the quorum and eligible for the 40% tax deduction --- majority rules applicable to Ordinary General Meetings, and on the proposal of the Board of Directors, decides to allocate the net profits for the financial year in the following manner:
Profit for the financial year €937,423,027.49
Allocation to the statutory reserve - Balance €937,423,027.49 Retained earnings carried forward €8,262,944,074.74 Distributable profit for the financial year €9,200,367,102.23 Dividends €1,049,814,108.2 Retained earnings €8,150,552,994.03
32 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Statutory A uditors’ report on participating shares
The fourth resolution proposes that the Annual General Meeting take note of the information in the Statutory Auditors ’ report on the information used to determine the compensation for participating shares, and in particular its variable portion, related to changes in the Company’s consolidated sales with identical structure and methods during the financial year ended December 31, 2017. Presentation
FOURTH RESOLUTION Statutory Auditors’ report on the information used to determine the compensation for participating shares The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having reviewed the Statutory Auditors’ report on the information used to determine the compensation for participating shares, deciding on this report, takes note of the information used to determine the compensation for participating shares.
Related-party agreements and commitments entered into and approved during the previous financial years
The fifth resolution concerns the related-party agreements and commitments entered into and approved during the previous financial years and the execution of which has continued throughout the last financial year. These agreements and commitments have been re-examined by the Board of Directors during its meeting on February 15, 2018 in accordance with the provisions of Article L. 225-40-1 of the French Commercial Code and are mentioned in the Statutory Auditor’s special report.
Presentation This special report is set out in Chapter 4 of the Company’s 2017 Registration document. It is noted that, in accordance with applicable laws, the regulated agreements and commitments already approved by the General Meeting during the preceding financial years and which remain in effect are not resubmitted again to the vote of the Annual General Meeting. Deciding on the above-mentioned report, the Annual General Meeting is asked to approve this report and to take note of information relating to the regulated agreements and commitments entered into and approved during preceding financial years and the execution of which has continued throughout the last financial year.
FIFTH RESOLUTION Approval of the Statutory Auditors ’ special report on related-party agreements and commitments governed by Articles L. 225-38 et seq. of the French Commercial Code The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, having reviewed the special report of the Statutory Auditors including inter alia the related-party agreements and commitments governed by Articles L. 225-38 et seq. of the French Commercial Code, deliberating on the basis of this report, acknowledges the information relating to the related-party agreements and commitments entered into and authorized during preceding financial years, and which remained effective during the last financial year, and which have been resubmitted to the Board of Directors during its meeting dated February 15, 2018 pursuant to Article L. 225-40-1 of the French Commercial Code.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 33 DRAFT RESOLUTIONS
Approval of a related-party agreement governed by Articles L. 225-38 et seq. of the French Commercial Code
The sixth resolution proposes to the Annual General Meeting, having reviewed of the Statutory Auditor’s special report on the agreements and commitments referred to in Articles L. 225-38 et seq. of the French Commercial Code, to approve the letter of mutual commitments entered into between the Company and the French State during the financial year ended December 31, 2017. On November 2, 2017, the French State sold 14 million Renault shares, via the French Investments Agency (Agence des participations de l’État (APE)), through a procedure for offering shares to institutional investors by way of accelerated bookbuilding (ABB).
Presentation The Company took part in the operation as part of its share buyback program by acquiring, at the offering price, 1.4 million shares, which will subsequently be offered to the Group’s employees and former employees under the conditions provided for by Order no. 2014-948 of August 20, 2014, as amended by the law of August 6, 2015. The Company’s participation in ABB, in order to implement an offer reserved for the Group’s employees and former employees, was formalised by a letter of mutual commitments signed by the French State and the Company on November 2, 2017. Because of the stake held by the French State in Renault’s share capital, and because of the presence of State representatives on the Board of Directors of the Company, that letter of mutual commitments is a related-party agreement requiring the approval of the Company’s Board of Directors. The Board of Directors has determined that it was in the Company’s interest to participate in the success of the share sale by the French State for several reasons: (i) any initiative intended to support and facilitate the sale of the shares acquired in 2015 is positive for the Company and the Alliance, and therefore in line with the Company’s interests; (ii) the completion of this operation sends a very positive message on the consolidated trust between the Company and the French State; and (iii) this operation provides an opportunity to strengthen employee shareholding within the Company. During its meeting on November 2, 2017, the Company’s Board of Directors authorised the signing of this agreement, which was entered into on the same day. This agreement is submitted to the Annual General Meeting for approval through the sixth resolution. This agreement is mentioned in the Statutory Auditors’ special report, reproduced in Chapter 4 of the Company’s 2017 Registration document.
SIXTH RESOLUTION Approval of a related-party agreement governed by Articles L. 225-38 et seq. of the French Commercial Code – Letter of mutual commitments entered into between the Company and the French State The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having reviewed the Statutory Auditors’ special report on the related-party agreements and commitments referred to in Articles L. 225-38 et seq. of the French Commercial Code, called to approve this report, approves the letter of mutual commitments entered into between the Company and the French State on November 2, 2017, as previously authorised by the Board of Directors of November 2, 2017 and described in the aforementioned report.
34 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Renewal of Mr Carlos Ghosn’s directorship
The seventh resolution proposes to the Annual General Meeting to renew the directorship of Mr Carlos Ghosn for a four-year term that would expire at the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2021. Brief biographical details (including details of the offices and functions held) concerning Mr Carlos Ghosn are included in the “Governance of Renault” section of the notice of the Annual General Meeting and in Chapter 3 of the Company’s 2017 Registration
Presentation document.
SEVENTH RESOLUTION Renewal of Mr Carlos Ghosn’s directorship The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having reviewed the Board of Directors’ reports, renews the directorship of Mr Carlos Ghosn for a four-year term that will expire at the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2021.
Approval of the compensation policy for the Chairman and Chief Executive Officer for the 2018 financial year
In accordance with Articles L. 225-37-2 and R. 225-29-1 of the French Commercial Code, the eighth resolution proposes that the Annual General Meeting approve the principles and criteria for determining, allocating, and awarding the fixed, variable, and exceptional components of the overall compensation and benefits of any kind attributable to the Chairman and Chief Executive Officer of the Company for the 2018 financial year. These principles and criteria were adopted by the Board of Directors on February 15, 2018 on the proposal of the Compensation
Presentation Committee. The following points may also be noted: P in the event that this resolution is rejected by the Annual General Meeting, the compensation of the Chairman and Chief Executive Officer of the Company will be determined in accordance with the compensation allocated for the financial year ended December 31, 2017, in accordance with the provisions of paragraph 4 of Article L. 225-37-2 of the French Commercial Code; and P payment of the Chairman and Chief Executive Officer’s variable and exceptional compensation components for the 2018 financial year is subject to the subsequent approval, by a Company Ordinary General Meeting, of the components of the overall compensation and the benefits of any kind paid or allocated to the Chairman and Chief Executive Officer for the 2018 financial year.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 35 DRAFT RESOLUTIONS
Compensation policy for the Chairman and Chief Executive Officer for the 2018 financial year Chairman of the Compensation Committee’s letter
Madam, Sir, Dear Shareholder,
During the Combined General Meeting held on June 15, 2017, you expressed a favourable opinion of the components of compensation due or allocated to the Chairman and Chief Executive Officer for the 2016 financial year. You also approved the principles and criteria for determining, distributing and allocating the elements of the compensation and the benefits for the Chairman and Chief Executive Officer of Renault for the 2017 financial year. First, we would like to thank you for your vote of approval. In assessing the variable compensation to be awarded to the Chairman and Chief Executive Officer for 2017, the Compensation Committee took into account the record results achieved by the Company during the year 2017. Last year I had the opportunity to recall exceptional results for 2016. The results for 2017 are even better and represent a new record for Renault: P revenues increased by almost 15%, to approximately €59 billion; P automotive revenues, excluding the effect of AVTOVAZ consolidation, increased by almost 10% thanks to an 8.5% increase in car registrations; P RCI Bank, the sales and services financing subsidiary, increased its sales by almost 12%; P Group operating margin stood at 6.6% of revenues (6.8% of revenues excluding AVTOVAZ). The remarkable results, supported by a favorable automotive context, are above all the result of the strategy implemented by the management of Groupe Renault and of the rigor of its execution. These results also enabled Groupe Renault to maintain a significant level of investment, particularly in research & development, while still generating a positive Automotive operational free cash flow of €945 million. The success of the “Drive the Change” plan confirms our conviction that our compensation policy has incentivised the executives and served the best interests of the Company and of its shareholders. In line with the desire to serve the interests of the Company and shareholders, the Compensation Committee has proposed to modify some elements of the 2018 compensation policy. These changes aim to ensure a better alignment of the management team’s incentives with the Company’s key strategic objectives announced under the new “Drive the Future” plan and to reflect the new organisation of the Group’s executive team. As in previous years, the Committee sought the views of shareholders. Throughout the last twelve months, meetings were held with a number of our top shareholders; these meetings enabled the Committee to take shareholder perspectives into account when formulating the new elements of the compensation policy and to consider disclosure regarding the strategic rationale behind these changes, in line with shareholder requests for greater transparency. In October 2017, Groupe Renault revealed “Drive the Future”, its new strategic mid-term plan for the years 2017-2022. Among the plan’s key ambitions are the goals of increasing synergies gained through the Alliance and of cementing the Group’s position as the European leader in the electric vehicles market. To underscore the importance of these strategic goals, the Compensation Committee decided to incorporate two new performance criteria as vesting conditions for the 2018 long-term incentive plan, which is detailed later in this document. At the same time, in response to shareholder recommendations to avoid a compensation structure that is too complex, one performance criterion was removed. In February 2018, Groupe Renault announced a major change in its management with the appointment of Mr Thierry Bolloré as Group Chief Operating Officer. This change is intended to enable the Chairman and Chief Executive Officer to focus on steering the strategic objectives of the “Drive the Future” mid-term plan, taking the decisive steps required to make the Alliance irreversible, and strengthening the succession plan at the head of Groupe Renault. Due to the delegation of numerous operational responsibilities to the Chief Operating Officer, the Compensation Committee recommended a reduction in the overall amount of the Chairman and Chief Executive Officer’s compensation. These recommendations have been approved by the Board of Directors during its meeting held on February 15, 2018. The new compensation structure for the Chairman and Chief Executive Officer for the 2018 financial year is detailed in this document. The Compensation Committee is convinced that the 2018 compensation policy, which will be submitted to you for approval at the Annual General Meeting of June 15, 2018, will create long-term value for shareholders. Finally, the Compensation Committee is committed to continuing the dialogue with shareholders on a regular basis. Sincerely yours, Patrick Thomas Chairman of the Compensation Committee
36 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Compensation policy for the Chief Executive Officer for the 2018 financial year During its meeting on February 15, 2018, the Board of Directors, Pursuant to the provisions of Article L. 225-37-2 of the French on the recommendation of the Compensation Committee, set the Commercial Code, the compensation policy for the Chairman and compensation policy for the Chairman and Chief Executive Officer Chief Executive Officer for the 2018 financial year is submitted for the 2018 financial year, pursuant to the principles set out above for ratification at the Company’s Combined General Meeting on (see Chapter 3.4.1 of the Company’s 2017 Registration document). June 15, 2018.
Given the evolution of the structure of the Company management, It should be noted that payment of the Chairman and Chief Executive marked by the redefinition of the mission assigned to the Chairman Officer’s variable and exceptional compensation components for and Chief Executive Officer as part of the renewal of his functions, as the 2018 financial year is subject to the subsequent approval, by a well as by the appointment of Mr Thierry Bolloré as Chief Operating Company Ordinary Annual General Meeting, of the fixed, variable, and Officer effective February 19, 2018, the Board of Directors decided, exceptional components of the overall compensation and the benefits upon the recommendation of the Compensation Committee, to of all kinds paid or allocated to the Chairman and Chief Executive decrease the total amount of the compensation attributable to the Officer for the 2018 financial year. Chairman and Chief Executive Officer for the 2018 financial year.
Component Payment method Amounts Performance criteria and weighting
P 100% in cash P €1,000,000. P Not applicable Fixed compensation P Amount reduced by 19% compared to 2017. P 25% paid in cash. P Target variable portion of P Quantifiable (financial) criteria: P 75% paid in shares, on a deferred basis and 100% of the fixed compensation 70% maximum of the fixed compensation subject to a three-year presence condition. subject to quantifiable (financial) - rate of return on equity (ROE): 10% and qualitative (managerial) maximum criteria being achieved. - Group operating margin (Group OM): P Target reduced by 20 pts 30% maximum compared to 2017. - Free cash flow (FCF): 30% maximum
Annual variable P Qualitative (managerial) criteria: compensation 30% maximum of the fixed compensation - monitoring of the multiyear competitive agreement in France: 6% maximum - quality of CSR and environmental commitments: 7% maximum - development of Alliance synergies and partnerships: 8% maximum - development of a multiyear R&D strategy: 9% maximum P Vesting of performance shares subject P Allocation of 80,000 performance P Performance criteria: vesting to a four-year presence condition. shares, subject to performance of 80,000 shares maximum (100%) and performance criteria being achieved criteria being achieved. - TSR (total shareholder return) compared P 25% of the vested shares must be retained P Allocation reduced by 20% to the average TSRs of the Euro Stoxx until the end of his term of office. compared to 2017. ex Financials index and the Euro Stoxx Long-term compensation P Assessment of the level of Automobile & Parts index: 10% achievement of performance - Free cash flow (FCF): 30% criteria over a cumulative - Manufacturing on the Alliance platforms: three-year period (2018, 2019, 30% and 2020). - Electric vehicle sales volumes: 30%
Pursuant to the compensation principles set by the Board of In addition to these components, a non-compete agreement between Directors on the recommendation of the Compensation Committee, the Company and the Chairman and Chief Executive Officer has been the compensation policy for the Chairman and Chief Executive entered into; it was approved by the Annual General Meeting on Officer focuses on performance and includes long- and short-term April 30, 2015. performance criteria that are demanding, stable, verifiable, and The Chairman and Chief Executive Officer also benefits from a top-up quantifiable. pension scheme. The risk component of the compensation, mainly in the form of shares The compensation policy for the Chairman and Chief Executive Officer and, particularly, performance shares, corresponds to a dominant part for the 2018 financial year is set out below. of the Chairman and Chief Executive Officer’s potential compensation in the event the performance criteria are met.
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Fixed compensation The amount of the variable portion may be up to 100% of the fixed portion if all performance criteria are achieved, compared to 120% The fixed portion of the compensation is generally not subject to for the 2017 financial year. annual review. Therefore, the fixed portion of €1,230,000 remained unchanged from 2011 through 2017. The fixed portion of the For the 2018 financial year, the Board of Directors decided to remove compensation for 2018 has been set to €1,000,000, i.e. a 19% decrease. the exceptional additional variable compensation, which in the past could represent up to 60% of the fixed compensation of the Chief Annual variable compensation Executive Officer. The variable portion of the Chairman and Chief Executive Officer’s For the 2018 financial year, the performance criteria set by the Board compensation corresponds to a percentage of the fixed portion, its of Directors include three quantifiable criteria and four qualitative amount being determined on the basis of performance criteria. On the criteria. The Board has deemed these to be key indicators of Groupe proposal of the Compensation Committee, these performance criteria Renault’s performance. are set by the Board of Directors, which assesses their achievement The criteria and their weighting are shown in the tables below. each year.
QUANTIFIABLE CRITERIA FOR THE 2018 FINANCIAL YEAR (O% TO 70% OF FIXED COMPENSATION)
Return on equity (ROE) Group operating margin (Group OM) Free cash flow (FCF)
P The rate of return on equity is P The operating margin reflects the P A high level of free cash flow a key measurement, indicating Company’s profitability. demonstrates that strict financial the effectiveness with which the P Achievement of this target is a discipline within the Company. Target Company uses the equity invested by key indicator of the success of the P Positive Automotive operating free cash shareholders to generate earnings Company’s Mid-Term Plan. flow is imposed each year and is a key growth. driver of long-term growth and allows for dividend payments. P Weighting (as a P 10% maximum. P 30% maximum. P 30% maximum. percentage of fixed compensation) P 0% if the return on equity is strictly P 0% if the operating margin is strictly P 0% if free cash flow is strictly lower than lower than 8%; no payment is made. lower than the budget; the budget; no payment is made. P 6% if the return on equity is equal no payment is made. P 20% if free cash flow is equal to the to 8%. P 20% if the operating margin budget. P 10% if the return on equity is equal to or is equal to the budget. P 30% if free cash flow is equal to or higher than 10% (target and maximum). P 30% if the operating margin above budget + 50%. P Linear interpolation if the return on is equal to or higher than the budget + P Linear interpolation if free cash flow is equity is between 8% and 10%. 0.2 percentage points. between the budget and the budget + For reasons of commercial confidentiality, P Linear interpolation if the operating 50% (maximum). Payout rate the Company does not disclose the target margin is between the budget and For reasons of commercial confidentiality, figures for this criterion ex-ante. However, the budget + 0.2 percentage points the Company does not disclose the target the Company will publish the degree of (maximum). figures for this criterion ex-ante. However, achievement for this criterion at the end of For reasons of commercial confidentiality, the Company will publish the degree of the performance cycle. the Company does not disclose the target achievement for this criterion at the end of figures for this criterion ex-ante. However, the performance cycle. the Company will publish the degree of achievement for this criterion at the end of the performance cycle.
38 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
QUALITATIVE CRITERIA FOR THE 2018 FINANCIAL YEAR (0% TO 30% OF FIXED COMPENSATION)
Development of a multiyear Development of Alliance synergies Quality of CSR and environmental Monitoring of France multiyear R&D strategy and partnerships commitments agreement (1)
P These criteria measure the Company’s strategic progress from a qualitative point of view, using targets that can be evaluated and measured by the Compensation Committee and the Board of Directors. These targets are designed to reflect the management’s progress in the development Target of robust synergies and effective Research and Development work. P The Company aims to offer innovative products and robust returns for its shareholders, in line with the interests of stakeholders (employees, clients, shareholders, purchasers, and suppliers), and generate sustainable growth and profitability. P Level of investment in R&D, P Partnerships (growth in the P Emissions performance. P Manufacturing volume. and monitoring of Capex. number of projects with P Diversity. P R&D + Capex. P Pursuing the standardisation partners, development of P Health and safety. P Recruitment volume. Examples policy (CMF approach – Common synergies and cost reduction). of indicators Module Family). P Integration of AVTOVAZ. P Pursuing the electric vehicle market development plan. P Product coverage in each region. Weighting P 9% if on target and maximum. P 8% if on target and maximum. P 7% if on target and maximum. P 6% if on target and maximum. (as a percentage of fixed compensation) (1) For further details regarding this agreement, see Chapter 2.4.4.3 of the Company’s 2017 Registration document.
Annual variable compensation payment conditions Long-term compensation The annual variable compensation payment conditions are as follows: Pursuant to the Company’s compensation principles, the Chairman and Chief Executive Officer’s compensation mainly takes the form of long- P 25% of the annual variable portion is paid in cash; term compensation (the vesting of which is subject to performance P the balance (75%) is paid in shares on a deferred basis, subject to criteria), to ensure alignment of the Chairman and Chief Executive a three-year presence condition within the Company as from the Officer’s compensation with shareholder interests. date of the Board of Directors’ meeting that will determine, in early Since 2013, Groupe Renault has decided to cease using stock options 2019, the achievement rate of the performance criteria (resulting and implement only performance share plans as part of its long-term in vesting in 2022). This annual variable compensation will be compensation policy. converted into shares on the basis of the average Renault share price over the previous twenty trading days prior to the date on which Long-term compensation is allocated annually. The use of this type of the Board of Directors meets to decide its amount. This conversion long-term compensation is aligned with market practice in France and value may increase or decrease during the aforementioned three- the worldwide market. The number of performance shares allocated year period, in line with Renault’s share price. The shares allocated to the Chief Executive Officer is expressed as an absolute number, to the Chairman and Chief Executive Officer will be existing shares, rather than as a percentage of the salary, with the result that upward such that this allocation has no dilutive effect for shareholders. The and downward fluctuations in the share price affect the corresponding deferred payment in shares of the annual variable compensation total value. strengthens the alignment with shareholders’ interests. The Chairman and Chief Executive Officer is allocated performance It should be noted that pursuant to Article L. 225-37-2 of the French shares, with the same vesting conditions as the other executives in Commercial Code, payment of the annual variable compensation to the Group (see Chapter 3.4.5 of the Company’s 2017 Registration the Chairman and Chief Executive Officer for the 2018 financial year document) plus one additional performance criterion applied to him is subject to its approval by the 2019 Annual General Meeting. in his capacity as Chief Executive Officer.
Multiyear variable compensation Allocation for the 2018 financial year The Chairman and Chief Executive Officer will not receive multiyear Pursuant to the authorisation granted by the Annual General Meeting variable compensation. on April 29, 2016, following the proposal of the Compensation Committee, the Board of Directors on February 15, 2018 allocated Exceptional compensation 80,000 performance shares to the Chairman and Chief Executive The Chairman and Chief Executive Officer will not receive any Officer for the 2018 financial year. This number, decided on the exceptional compensation in 2018. basis of the Company’s compensation policy (which dictates that compensation must mainly comprise shares), has decreased by 20% with respect to the previous financial year, and also constitutes the maximum number of performance shares (except in the case of a change in the par value of Renault shares).
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Evolution of criteria following “Drive the Future” During our meetings with investors, shareholders clearly expressed mid-term plan the preference not to complicate the remuneration structure, in particular by an excessively high number of criteria. As a result, As part of the implementation of the 2017-2022 “Drive the Future” following the introduction of the two new performance criteria, the mid-term plan, the Compensation Committee considered that the Compensation Committee proposed to remove the criterion relating vesting of the performance shares should be subject to performance to the Automotive operating margin compared to the panel average, criteria related to targets contained in the mid-term plan, aiming to since: ensure the sustainable economic performance of Groupe Renault. P its relevance has diminished, because at the date of introduction of In consideration of the multiple challenges that the automotive this criterion, Groupe Renault was going through an upturn phase industry faces, the Compensation Committee considered that two and had to prove its ability to attain performance similar to that of targets of the “Drive the Future” mid-term plan are paramount comparable carmakers, which was achieved when the profitability and proposed to the Board that the vesting of performance shares of the Group returned to the average of the panel; allocated to the Chairman and Chief Executive Officer for the 2018 P the business scope of the different members of the panel financial year be subject to two new criteria: tends to change so that the stability and relevance of external a) the pursuit of synergy development within the Alliance information seem to be no longer ensured over time and could This criterion is measured through the percentage of vehicles raise interpretation issues; and manufactured on an Alliance platform of the Common Module Family P in any event, the Automotive operating margin will remain indirectly (“CMF”). This family groups the platforms developed in common within one of the elements of performance measurement since it directly the Alliance. As part of the mid-term plan, a roadmap of the number of influences the free cash flow criterion. vehicles manufactured on common platforms has been defined over The Compensation Committee considers that all these performance the duration of the plan, with annual milestones. These milestones criteria are demanding, stable, verifiable and quantifiable. have been selected as performance indicators. The development of manufacturing on these common platforms is key for the acceleration Evolution of the weighting of the criteria of synergies, as their utilization determines to a large extent the level of “commonality” of technologies and parts and, therefore, the ability Upon the modification of these criteria, the Compensation Committee to share costs and take advantage of the scale effects of the Alliance. proposed to the Board the following weightings for each criterion:
b) the evolution of electric vehicles sales P a 30% weighting has been allocated to each of the new criteria. This criterion is measured through sales volumes of electric vehicles Indeed, the Compensation Committee considers that they are by Groupe Renault. As a pioneer in 100% electric vehicles, Groupe essential to the Group’s mid-term success. The ability to share costs Renault is convinced that the widespread use of this technology will and take advantage of the Alliance’s economies of scale is critical be an essential component to the Automotive industry’s response to the Company’s sustained profitability. The success of Groupe to environmental challenges, and aims to remain a leader in electric Renault’s selective vehicle strategy is essential to positioning the vehicle by expanding its fleet by 8 vehicles during the plan period. Group to take advantage of the current energy revolution and maintain the lead it has taken in this technology. This high level This is by nature a long-term objective for Renault, since it requires of weighting appeared necessary in order to ensure a long-lasting a fundamental evolution of the business model. The terms of motivation to carry out mid-term founding actions; reference for this criterion will be consistent with the trajectory of P Free Cash-Flow (FCF) has also a 30% weighting. The FCF has been the “Drive the Future” mid-term plan. Within this plan, an annual at the center of the management objectives of the Company for budget for the sale of electric vehicles will be updated every year. The a long time. It allows to ensure that the enforcement of rigor and Compensation Committee considers that this will make it possible to discipline in the Company’s investment policy. The fact that the take into account possible changes in the electric vehicle ecosystem performance is measured over a three-year period reduces the (subsidies, regulations in large cities, infrastructure development, etc.), risk of short-term management for this indicator. One of the key which remains highly volatile and which could have an impact upon variable inputs of the FCF is cash-flow, which depends highly on performance. the operational profitability of the Group; For these two new criteria, the targets are demanding and represent P as a consequence, the weighting of the Total Shareholder Return a meaningful challenge for the Company as they require a significant (TSR) changed to 10%, knowing that the compensation structure change in practices within the Group. already ensures the alignment of the interests of the Chief Executive Officer with those of shareholders as 63% of his compensation is paid in shares. During its meeting of February 15, 2018, the Board of Directors approved the recommendations of the Compensation Committee considering that the four performance criteria for the assessment of long-term performance of the Chief Executive Officer, as well as their weighting will allow to promote a robust performance for Groupe Renault and are key contributors to the creation of long-term value for investors.
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The number of shares vested by the Chairman and Chief Executive Officer out of the 80,000 performance shares allocated depends on the following performance criteria being achieved:
LONG-TERM PERFORMANCE CRITERIA (1)
Manufacturing on the Alliance Total shareholder return (TSR) Free cash flow (FCF) platforms Electric vehicles
P TSR is the market criterion P Free cash flow (FCF) is a key P This criterion is a strategic P This criterion is a strategic which reflects variations in component of the Company’s pillar for the achievement of pillar for the achievement of share prices, and dividends growth capacity, as it underlies the objectives of the “Drive the the objectives of the “Drive the paid. Relative TSR reflects its capacity for financing the Future” plan and corresponds Future” plan and corresponds the value delivered to investments necessary for to the percentage of to the electric vehicles sales shareholders, compared to the long-term growth and allows manufacturing on the Alliance volume. value created by alternative dividend payments. platforms Common Module P The success of the electric investments to which they have Family (CMF) compared to the strategy is crucial in order to Targets and means access. “Drive the Future” Mid-Term face the ongoing energetic of application P TSR is calculated by reference Plan (MTP) indicator. revolution and to maintain to a benchmark, which P The capacity to share costs and the Company’s lead in this corresponds to the sum of obtain profits from the Alliance technology. the average TSR Euro Stoxx scale effects are key for the Auto & Parts index results sustainability of the Company’s and the average Euro Stoxx ex profitability. Financials index results (both weighted equally). Weighting P 10% P 30% P 30% P 30% (as a percentage of allocation) P 0% if the TSR is strictly lower P 0% if FCF is strictly lower than P 0% if the percentage of the P 0% if the electric vehicles sales than the benchmark. the budget. CMF manufacturing is strictly are strictly lower than the P 4.5% if the TSR is equal to the P 21% if FCF is equal to the lower than the MTP indicator. budget benchmark. budget P 21% if the percentage of the P 21% if the electric vehicles P 10% if the TSR is equal to or P 30% if FCF is higher than or CMF manufacturing is equal to sales are equal to the budget. higher than the benchmark equal to the budget +20%. the MTP indicator. P 30% if the electric vehicles +10% P Linear interpolation if FCF is P 30% if the percentage of the sales are higher than or equal P Linear interpolation if TSR is between the budget and the CMF manufacturing is higher to the budget +5%. between the benchmark and budget +20%. than or equal to the MTP P Linear interpolation if the the benchmark +10%. For reasons of commercial indicator +5%. electric vehicles sales are As this is a relative criterion, the confidentiality, the Company does P Linear interpolation if the between the budget and the Payment rate amount of the target is not yet not disclose the target figures for percentage of the CMF budget +5%. known. The Company will disclose this criterion ex-ante. However, manufacturing is between the For reasons of commercial the average figure and the the Company will publish the MTP indicator and the MTP confidentiality, the Company does relevant degree of achievement degree of achievement for indicator +5%. not disclose the target figures for at the end of the performance this criterion at the end of the For reasons of commercial this criterion ex-ante. However, period. performance cycle. confidentiality, the Company does the Company will publish the not disclose the target figures for degree of achievement for this criterion ex-ante. However, this criterion at the end of the the Company will publish the performance cycle. degree of achievement for this criterion at the end of the performance cycle. (1) Except for the TSR criterion, which is only applicable to the Chairman and Chief Executive Officer, these criteria are the same for all beneficiaries of performance shares.
These performance criteria are measured over a cumulative three-year Formal commitment by the Chairman and Chief period (2018, 2019, and 2020). If no criterion is achieved, no shares Executive Officer not to engage in risk hedging are allocated at the end of the vesting period. Pursuant to the AFEP-MEDEF Code recommendations, the Chairman Vesting of performance shares is subject to a four-year presence and Chief Executive Officer has formally committed not to engage condition starting from the allocation by the Board of Directors, at in performance share risk hedging until the end of the retention the meeting held on February 15, 2018, i.e. until February 15, 2022. obligation.
Obligation of the Chairman and Chief Executive Consequence of the departure of the Chairman Officer to hold and retain shares vested as a result and Chief Executive Officer on the vesting of performance shares plans of performance shares The Chairman and Chief Executive Officer is not subject to a lock- In the event of departure from Groupe Renault before the end of the up period beyond the vesting period with respect to the plan. He vesting period, the Chairman and Chief Executive Officer will lose the is however subject to an obligation to retain 25% of the vested benefit of all the performance shares allocated to him by the Board of performance shares in his capacity as Chief Executive Officer, until the Directors except (i) in some of the cases described below or (ii) in the end of his term of office. The aim of this requirement is to ensure the event of a decision to the contrary by the Company Board of Directors, interests of the Chairman and Chief Executive Officer are sufficiently on the proposal of the Compensation Committee in exceptional aligned with those of shareholders. circumstances. In the event the rights are exceptionally maintained, the allocation rate would be pro-rated in order to take into account the
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 41 DRAFT RESOLUTIONS
actual presence of the Chairmain and Chief Executive Officer within If the Board of Directors decides to implement this agreement, for the the Group during the vesting period. There will be no acceleration period of application of the agreement (two years), and subject to there of the vesting period and the conditions of the plans, including the being no breach of this agreement, the Chairman and Chief Executive performance criteria, will continue to apply. Officer will receive gross financial compensation corresponding to two years’ total gross compensation (fixed compensation plus variable The Chairman and Chief Executive Officer loses the benefit of the compensation). This compensation will be calculated on the basis of performance shares in the event of his position as an officer of the compensation paid, as opposed to the theoretical compensation. On company being revoked before the final day of the vesting period. the departure of the Chairman and Chief Executive Officer, the Board Resignation, i.e. the Chairman and Chief Executive Officer leaving of Directors will decide whether to apply this non-compete agreement, office on his sole initiative, prior to the end of the vesting period, and may unilaterally waive it. results in him losing the benefit of the performance shares. The aim of this non-compete agreement with the Chairman and The benefit of performance shares is maintained without acceleration Chief Executive Officer is to protect the Company; any non-compete of the vesting period in the event of compulsory or voluntary indemnities constitute the necessary financial compensation for the retirement of the Chairman and Chief Executive Officer. restrictions imposed.
The benefit of the performance shares is maintained for the Chairman and Chief Executive Officer in the event of disability. In this case, the Pension scheme performance criteria do not apply. The Chairman and Chief Executive Officer benefits from the collective top-up pension scheme arranged for the members of the Group Furthermore, there is no acceleration clause in the case of change Executive Committee. This scheme is open to new beneficiaries. of control. The scheme was approved by the Board of Directors in its meetings Attendance fees on October 28, 2004 and October 31, 2006, and by the Annual General Meeting on April 30, 2010 (Resolution 10). It was further confirmed The Chairman and Chief Executive Officer will receive attendance fees by the Board of Directors on February 12, 2014, and approved by the up to a maximum of €48,000 in respect of his directorship. Annual General Meeting on April 30, 2014 (Resolution 7). Benefits in kind As part of the renewal of the offices of the Company’s Chairman and Chief Executive Officer, this scheme has been maintained by the As regards benefits in kind, the Chairman and Chief Executive Officer Board of Directors at the meeting held on February 15, 2018 and it benefits from the same healthcare insurance as Groupe Renault is again subject to the approval of the Annual General Meeting of employees in France. June 15, 2018. Service provision agreements The top-up pension scheme for the Chairman and Chief Executive Officer includes (a) a defined-contribution scheme and (b) a top-up No service provision agreement has been entered into between the defined-benefit pension scheme. Company and the Chairman and Chief Executive Officer; the Company has no commitment in this respect towards its Chairman and Chief a) Defined-contribution scheme (Article L. 242-1 of the French Executive Officer. Social Security Code) The Chairman and Chief Executive Officer benefits from a defined- Sign-on bonus contribution scheme; these contributions correspond to 8% of that part of his annual compensation (fixed and variable components) In the event of recruitment of a Chief Executive Officer coming from between eight and sixteen times the annual French Social Security a company external to Groupe Renault, the Board of Directors, on cap (Band D); of this 8% total, 5% is paid by the Company and 3% by recommendation of the Compensation Committee, reserves its the Chairman and Executive Officer. possibility to allocate a sign-on bonus to cover the potential loss of benefits for the officer. The Company’s commitment is limited to the payment of its share of the contributions to the insurance firm managing the scheme.
Termination benefit and non-compete indemnity b) Top-up defined-benefit pension scheme (Article L. 137-11 of the The Chairman and Chief Executive Officer does not benefit from any French Social Security Code) severance pay clause. The Chairman and Chief Executive Officer also benefits from a top- As of 2015, the Board of Directors has authorised a non-compete up defined-benefit pension scheme, arranged and financed by the agreement, the details of which are described in the Statutory Company, the management of which is outsourced to an insurance Auditors ’ report in Chapter 4.3.2 of the Company’s 2017 Registration firm. document. Benefiting from this scheme is subject to a seniority condition (five years minimum with the Company and at least two years on the Group Executive Committee) and a presence condition as an officer of the Company, applied as of retirement.
The reference compensation used to calculate the top-up defined- benefit pension scheme is equal to the average of the three highest gross annual compensations (fixed and variable components) over the last ten years of activity prior to retirement.
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The annual amount paid into this pension scheme is equal to In any event, the annual total of these pension amounts for the 10% of the reference compensation, this percentage rising by 1.4 Chairman and Chief Executive Officer may not exceed 45% of his percentage points per year of seniority in excess of five years on the reference compensation. If this cap is exceeded, the amount of top- Group Executive Committee, and by 0.4 percentage points per year of up pension will be reduced accordingly. seniority other than on the Group Executive Committee, in the case of It should be noted that in its recommendation on the Chief Executive more than five years’ seniority with the Company. Officer’s overall compensation for the 2018 financial year, the The amount is capped at 30% of the reference compensation. Compensation Committee took into account the benefits of a top-up pension scheme. The reference compensation in question is capped at 65 times the annual French Social Security cap.
EIGHTH RESOLUTION Approval of the principles and criteria for determining, allocating, and awarding the components of the overall compensation and benefits of any kind attributable to the Chairman and Chief Executive Officer for the 2018 financial year The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having reviewed the Board of Directors’ reports, in accordance with the provisions of Article L. 225-37-2 and R. 225-29-1 of the French Commercial Code, approves the principles and criteria for determining, allocating, and awarding the fixed, variable and exceptional components that make up the overall compensation and benefits of any kind attributable to the Company’s Chairman and Chief Executive Officer for the 2018 financial year, which were set by the Company’s Board of Directors on the proposal of the Compensation Committee, which are described in the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code, inserted in C hapter 3 of the Company’s 2017 Registration document, and in the report of the Company’s Board of Directors.
Approval of the components of compensation due or allocated to the Chairman and Chief Executive Officer for the financial year ended December 31, 2017
The ninth resolution proposes that the Annual General Meeting approve, in accordance with the provisions of Article L. 225-100 of the French Commercial Code, the fixed, variable and exceptional components that make up the overall compensation and benefits of any kind paid or allocated to the Chairman and Chief Executive Officer for the financial year ended December 31, 2017 in accordance with the compensation policy approved at the Annual General Meeting of June 15, 2017. These components are set out in the Company’s corporate governance report referred to in Article L. 225-37 of the French Commercial Code, included in Chapter 3 of the Company’s 2017 Registration document, and are recalled in this report . Presentation The payment of the variable components of the Chairman and Chief Executive Officer’s compensation for the financial year ended December 31, 2017 is subject to the approval of this ninth resolution. It is specified that no exceptional compensation was allocated to the Chairman and Chief Executive Officer for the financial year ended December 31, 2017.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 43 DRAFT RESOLUTIONS
Components of compensation due or allocated to the Chairman and Chief Executive Officer for the financial year ended December 31, 2017 The compensation components due or awarded to Mr Carlos Ghosn, Chairman and Chief Executive Officer, for the 2017 financial year are as follows:
Compensation components due or awarded for the 2017 financial year Amounts or book value put to the vote Comments
The amount of the fixed portion was decided by the Board of Directors on €1,230,000 Fixed compensation February 9, 2017, following the proposal of the Compensation Committee. (amount paid) This amount has remained unchanged from 2011 to 2017. On the recommendation of the Compensation Committee, in its meeting on February 9, 2017, the Board of Directors decided that the variable component for the Chairman and Chief Executive Officer should correspond to a percentage of the fixed component of up to 120% if all the performance targets are achieved, or 180% if all the performance criteria and additional performance criteria are achieved. The performance criteria set by the Board of Directors for the 2017 financial year are as follows: P three quantifiable performance criteria relating to financial performance (85% maximum): - rate of return on equity (15% maximum); - Group operating margin (35% maximum); - free cash flow (35% maximum); P four qualitative criteria relating to managerial quality (35% maximum): - monitoring of the France multiyear agreement (7% maximum); - quality of CSR and environmental commitments (8% maximum); - development of Alliance synergies and partnerships (10% maximum); - development of a multiyear R&D strategy (10% maximum). The Board of Directors checked that the criteria chosen for the Chief Executive Officer’s variable compensation portion also ensured alignment of his interests with the Company’s corporate interests and shareholders’ interests. The quantified targets for each of the performance criteria are described in €1,451,400 Chapter 3.4.3.1 of the Company’s 2017 Registration document. (118% of the fixed portion) including: On the proposal of the Compensation Committee, on February 15, 2018, the Board P €362,850 paid in cash; Annual variable of Directors deemed that the rate of achievement of the financial criteria was 85% P €1,088,550 paid in shares on a deferred compensation and the degree of achievement of the qualitative criteria was 33%, broken down as basis as described in the section “Variable follows: compensation paid in shares on a deferred P quantifiable criteria: 85% out of a maximum of 85%, broken down as follows: basis” below. - rate of return on equity: 15% out of a maximum of 15%; - operating margin: 35% out of a maximum of 35%; - free cash flow: 35% out of a maximum of 35%; it being specified that the achievement of quantifiable performance criteria was assessed excluding any significant change in scope, i.e. excluding AVTOVAZ; - qualitative criteria: 33% out of a maximum 35%, broken down as follows: - monitoring of the France multiyear agreement: 7% out of a maximum of 7%, - quality of CSR and environmental commitments: 7% out of a maximum of 8%, - development of Alliance synergies and partnerships: 9% out of a maximum of 10%, - development of a multiyear R&D strategy: 10% out of a maximum of 10%. Consequently, the variable compensation for the 2017 financial year amounts to 118% of the fixed portion, namely €1,451,400 (compared to 115% of the fixed portion, namely €1,414,500, for 2016). Following the proposal of the Compensation Committee, on February 15, 2018, the Board of Directors also validated the means for payment of this variable portion pursuant to the following terms, identical to those for 2016: P 25% payable in cash in 2018, i.e. €362,850; P the balance, i.e. €1,088,550, paid in shares on a deferred basis, pursuant to the terms set out below (the “Variable compensation paid in shares on a deferred basis”). Vesting of shares received as part of the variable compensation paid in shares on a deferred basis for the 2017 financial year is subject to a three-year presence condition, Variable compensation commencing on the date of the Board of Directors meeting on February 15, 2018, i.e. paid in shares on a deferred €1,088,550 until February 14, 2021. basis The variable compensation paid in shares on a deferred basis was converted on February 15, 2018 at the rate of €87.64 (the average of the last 20 trading days prior to the date of the Board Meeting deciding on the allocation) into 12,421 shares. Multiyear variable N/A compensation No multiyear variable compensation. Exceptional compensation No amount due for the past financial year No exceptional compensation. Long-term compensation components: N/A No allocation. stock options
44 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Compensation components due or awarded for the 2017 financial year Amounts or book value put to the vote Comments
Pursuant to the authorisation granted by the Annual General Meeting on April 29, 2016 (Resolution 13), following the proposal of the Compensation Committee, on February 9, 2017 the Board of Directors decided to award 100,000 performance shares to the Chairman and Chief Executive Officer for the 2017 financial year. Vesting by the Chairman and Chief Executive Officer of the 100,000 shares is subject to the following: P a four (4) year presence condition, starting on the date of allocation, i.e. until February 9, 2021; P performance criteria, assessed over a cumulative period of three years (2017, 2018 and 2019 financial years), it being specified that performance criteria are assessed excluding any significant change of scope, i.e. excluding AVTOVAZ in particular. Following the proposal of the Compensation Committee, on February 9, 2017, the Board of Directors decided on the following performance criteria: P free cash flow, for one-third of the shares; P the Automotive operating margin as a percentage compared to the average Long-term €4,641,684 of a panel of car manufacturers with the same geographical and sector-based compensation components: (book value) characteristics (PSA Auto, Fiat auto EMEA, Volkswagen Brand, Skoda Brand, and performance shares Renault) for one-third of the shares; P total shareholder return (TSR), in line with CAC 40 practices, for one-third of the shares. The quantified targets corresponding to these criteria are described in Chapter 3.4.3.1 of the Company’s 2017 Registration document. The authorisation granted by the Annual General Meeting on April 29, 2016 covers all performance share allocations as follows: P the total number of performance shares awarded may not exceed 1.5% of the share capital over three years, i.e. an average of 0.5% of the share capital each year; P the number of performance shares allocated to the Chairman and Chief Executive Officer may not exceed 15% of the total number of shares awarded. The Chairman and Chief Executive Officer is not subject to a lock-up period beyond the vesting period with respect to the plan. He is however subject to an obligation to retain 25% of the vested performance shares in his capacity as Chief Executive Officer, until the end of his term of office. Long-term compensation components: other N/A components No allocation. This gross amount is paid in respect of his directorship within Renault. The calculation methods applicable to the fees paid to members of the Board of Directors are as follows: P a fixed portion of €18,000 per year, in respect of membership of the Board; and P a variable portion of €6,000 per meeting, in respect of the effective presence of €47,540 Attendance fees members at Board Meetings. (amount paid) The fixed and variable portions are capped at an overall amount of €48,000 per director per year. A reduction ratio (of approximately 0.95%) was applied to the scale to avoid exceeding the overall budget. Mr Ghosn does not receive attendance fees in respect of his participation at any Board Committee Meetings. Valuation of benefits of This amount of benefits in kind corresponds to the healthcare insurance contribution €5,610 (book value) any kind payments. There is no severance pay clause to the benefit of the Chairman and Chief Executive Termination benefit N/A Officer. During the meeting on February 11, 2015, the Board of Directors authorised the signature of a non-compete agreement between the Company and Mr Carlos Ghosn, whereby the latter undertakes, as of the end of his term of office as Chief Executive Officer, not to conduct business in competition with that of Groupe Renault, whether directly or indirectly, either for his own account, or for another company. “Business in competition with that of Groupe Renault” means any activity relating to the design, manufacturing, or marketing of vehicles (particularly private vehicles and commercial vehicles) conducted in the same geographic and sector-based areas as that of Groupe Renault at the time when his term of office expires. In particular, the Board of Directors took into consideration (i) the particularly competitive nature of the market in which the Group operates, (ii) the importance of the functions and recognised skills of Mr Carlos Ghosn in this market, (iii) the Non-compete indemnity No amount due for the past financial year resources placed at his disposal, (iv) the sensitive information which Mr Carlos Ghosn is aware of or may have access to, and (v) the relationships which he has developed during his office, and concluded that it is necessary to protect the legitimate interests of Groupe Renault by introducing this non-compete agreement. In consideration of his non-compete obligation, Mr Carlos Ghosn shall receive gross financial compensation from the Company, throughout the period of application of the agreement (2 years), subject to this agreement not being breached, corresponding to 2 years’ total gross compensation (fixed and variable components), paid in 24 monthly installments. On the departure of Mr Carlos Ghosn, the Company Board of Directors will decide whether to apply this non-compete agreement and may unilaterally waive it. The Annual General Meeting on April 30, 2015 approved the implementation of this non-compete agreement.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 45 DRAFT RESOLUTIONS
Compensation components due or awarded for the 2017 financial year Amounts or book value put to the vote Comments
Mr Carlos Ghosn benefits from the collective pension scheme arranged for the members of Groupe Renault’s Executive Committee. This scheme is open to new beneficiaries. The scheme was approved by the Board of Directors in its meetings on October 28, 2004 and October 31, 2006, and by the Annual General Meeting on April 30, 2010 (Resolution 10). It was further confirmed by the Board of Directors on February 12, 2014, and approved by the Annual General Meeting on April 30, 2014 (Resolution 7). The pension scheme includes (a) a defined-contribution scheme and (b) a top-up defined-benefit pension scheme. (a) Defined-contribution scheme (Article L. 242-1 of the French Social Security Code) Mr Carlos Ghosn benefits from a defined-contribution scheme; these contributions correspond to 8% of that part of his annual compensation between eight and sixteen times the annual French Social Security cap; of this 8% total, 5% is paid by the Company and 3% by Mr. Carlos Ghosn. The Company’s commitment is limited to the payment of its share of the contributions to the insurance firm managing the scheme. (b) Top-up defined-benefit pension scheme (Article L. 137-11 of the French Social Security Code) Mr Carlos Ghosn also benefits from a top-up defined-benefit pension scheme, arranged and financed by the Company, the management of which is outsourced to an insurance firm. Pension scheme No amount due for the past financial year Benefiting from this scheme is subject to a seniority condition (five years minimum with the Company and at least two years on the Group Executive Committee) and a presence condition as Chief Executive Officer, applied as of retirement. The reference compensation used to calculate the top-up defined-benefit pension scheme is equal to the average of the three highest gross annual compensations (fixed and variable components) over the last ten years of activity prior to retirement. The annual amount paid into this pension scheme is equal to 10% of the reference compensation, this percentage rising by 1.4 percentage points per year of seniority in excess of five years on the Group Executive Committee, and by 0.4 percentage points per year of seniority other than on the Group Executive Committee, in the case of more than five years’ seniority with the Company. The amount is capped at 30% of the reference compensation. The reference compensation in question is capped at 65 times the annual French Social Security cap. In any event, the total of these annual pension amounts for the Chairman and Chief Executive Officer may not exceed 45% of his reference compensation. If this cap is exceeded, the amount of top-up pension will be reduced accordingly. The Company’s commitments with respect to its Chairman and Chief Executive Officer as of December 31, 2017, based on his seniority as of December 31, 2017, correspond to the following: P €14.060 per year for the defined-contribution pension scheme; P €764.946 gross annual retirement pension for the top-up defined-benefit pension scheme.
NINTH RESOLUTION Approval of the components of the overall compensation and benefits of any kind paid or allocated to the Chairman and Chief Executive Officer for the financial year ended December 31, 2017 The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having reviewed the Board of Directors’ reports, in accordance with the provisions of Article L. 225-100 of the French Commercial Code, approves the fixed, variable and exceptional components that make up the overall compensation and benefits of any kind paid or allocated to the Chairman and Chief Executive Officer for the financial year ended December 31, 2017, as presented in the report on corporate governance referred to in Article L. 225-37 of the French Commercial Code, inserted in Chapter 3 of the Company’s 2017 Registration document, and recalled in the report of the Company’s Board of Directors.
46 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Renewal of the related-party commitment entered into by the Company for the benefit of Mr Carlos Ghosn
When the directorship of Mr Carlos Ghosn is renewed, the commitment made for his benefit with respect to the top-up pension scheme must, pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, be submitted again for the vote of the Annual General Meeting (tenth resolution). Under Article 229 II of France’s “Macron Act” no. 2015-990 of August 6, 2015 on growth, business, and equal economic opportunities, this commitment does not fall within the scope of the Macron Act with respect to the requirement to make the acquisition of new
Presentation rights under the defined-benefit pension scheme subject to performance conditions. Indeed, Mr Carlos Ghosn joined the Company and the Group Executive Committee on October 14, 1996; he already has a total of over 21 years’ seniority, corresponding to a theoretical substitution rate of 32.4% of his reference compensation. The substitution rate being capped at 30% of the reference compensation, Mr Carlos Ghosn may no longer acquire any new rights under this scheme. This commitment authorised during prior financial years, and the execution of which continued during the last financial year, was reviewed again by the Board of Directors during its meeting on February 15, 2018, in accordance with the provisions of Article L. 225- 40-1 of the French Commercial Code, and is mentioned in the Statutory Auditors’ special report. This special report is reproduced in Chapter 4 of the Company’s 2017 Registration document.
TENTH RESOLUTION Approval of the renewal of the related-party commitment referred to in Article L. 225-42-1 of the French Commercial Code entered into by the Company for the benefit of Mr Carlos Ghosn The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having reviewed the Board of Directors’ report and the Statutory Auditors ’ special report on the commitments referred to in Article L. 225-42-1 of the French Commercial Code, deciding on this special report:
P takes note of the absence of modification of the related-party commitment referred to in Article L. 225-42-1 of the French Commercial Code, entered into by the Company for the benefit of Mr Carlos Ghosn, and which was reviewed again by the Board of Directors during its meeting on February 15, 2018; and P approves, in accordance with the provisions of Article L. 225-42-1 of the French Commercial Code, the renewal of the commitment entered into by the Company for the benefit of Mr Carlos Ghosn, Chairman and Chief Executive Officer, concerning a top-up pension scheme.
Ratification of the co-opting of Mr Thierry Derez as director
The eleventh resolution proposes that the Annual General Meeting ratify, in accordance with the provisions of Article L. 225-24 of the French Commercial Code, the appointment, on a provisional basis, of Mr Thierry Derez as d irector, appointed in replacement of Mr Thierry Desmarest, resigning, for the remainder of his term of office, until the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2019. The Board of Directors considered that the appointment of Mr Thierry Derez would allow to maintain within the Board a high level
Presentation of Chief Executive Officer experience within an international group. Mr Thierry Derez was born in 1957. He is a French national. Brief biographical details concerning Mr Thierry Derez (including details of the offices and functions that he holds) are included in the “Governance of Renault” section of the notice of the Annual General Meeting.
ELEVENTH RESOLUTION Ratification of the co-opting of Mr Thierry Derez as d irector The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having heard the Board of Directors’ reports, in accordance with the provisions of Article L. 225-24 of the French Commercial Code, ratifies the appointment, on a provisional basis, by the Board of Directors during its meeting on February 15, 2018, of Mr Thierry Derez as director in replacement of Mr Thierry Desmarest for the remainder of his term of office, until the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2019.
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Appointment of a new director – Mr Pierre Fleuriot
Mr Ladreit de Lacharrière’s term of office expires at the close of the Annual General Meeting on June 15, 2018. His directorship may not be proposed for renewal by reason of reaching the age limit laid down in the Company’s articles of incorporation. The twelfth resolution proposes that the Annual General Meeting appoint Mr Pierre Fleuriot as director. This appointment would reinforce the Board’s skills in finance, given the positions that Mr Pierre Fleuriot held in financial institutions. Mr Pierre Fleuriot would be appointed for a term of four years, until the close of the Annual General Meeting that will be called to
Presentation approve the financial statements for the financial year ending December 31, 2021. Mr Pierre Fleuriot was born in 1954. He is a French national. Brief biographical details concerning Mr Pierre Fleuriot (including details of the offices and functions he holds) concerning this candidate are included in the “ Governance of Renault” section of the notice of the Annual General Meeting . Mr Pierre Fleuriot complies with legal rules and the recommendations of the AFEP-MEDEF Code on overboarding and meets the independence criteria defined by this code.
TWELFTH RESOLUTION Appointment of a new director – Mr Pierre Fleuriot The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having heard the Board of Directors’ reports, appoints the Mr Pierre Fleuriot as director for a four-year term that will expire at the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2021.
48 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Renewal of directorships
The thirteenth, fourteenth, fifteenth and sixteenth resolutions propose that the Annual General Meeting renew the directorship of Mr Patrick Thomas, Mrs Pascale Sourisse, Mrs Catherine Barba and Mr Yasuhiro Yamauchi, respectively, for a four-year term that would expire at the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2021. Indeed, the terms of office of these four directors expire at the close of the Annual General Meeting of June 15, 2018.
Presentation Before proposing the renewal of these terms of office, the Board of Directors has made sure of the availability of each director. The Board has also evaluated their respective contributions to its works, as well as, as the case may be, to the works of its committees both in terms of skills and personal commitment, notably on the basis of the formal evaluation. It has then considered that maintaining each of them in their positions would be in the interest of the Company. The individual presence rate of these directors to the meetings of the Board and of the committees of which, as the case may be, they are members, is published in Chapter 3.4.4.2 of the Company’s 2017 Registration document. This is why, on recommendation of the Appointments and Governance Committee, the Board of Directors proposes to renew their directorships. Brief biographical details concerning them (including details of the offices and functions they hold) are included in the “ Governance of Renault” section of the notice of the Annual General Meeting and in Chapter 3 of the Company’s 2017 Registration document. It is reminded that Mr Patrick Thomas, Mrs Pascale Sourisse, Mrs Catherine Barba and Mr Yasuhiro Yamauchi comply with the legal requirements and with the recommendations of the AFEP-MEDEF Code on overboarding. Except for Mr Yasuhiro Yamauchi, appointed upon proposal of Nissan, they comply with the independence criteria set forth by the aforementioned code.
THIRTEENTH RESOLUTION FIFTEENTH RESOLUTION Renewal of Mr Patrick Thomas’ directorship Renewal of Mrs Catherine Barba’s directorship The Annual General Meeting, voting pursuant to the quorum and The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having majority rules applicable to Ordinary General Meetings, and having reviewed the Board of Directors’ reports, renews the directorship of reviewed the Board of Directors’ reports, renews the directorship of Mr Patrick Thomas for a four-year term that will expire at the close of Mrs Catherine Barba for a four-year term that will expire at the close of the Annual General Meeting that will be called to approve the financial the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2021. statements for the financial year ending December 31, 2021.
FOURTEENTH RESOLUTION SIXTEENTH RESOLUTION Renewal of Mrs Pascale Sourisse’s directorship Renewal of Mr Yasuhiro Yamauchi’s The Annual General Meeting, voting pursuant to the quorum and directorship, appointed upon proposal majority rules applicable to Ordinary General Meetings, and having of Nissan reviewed the Board of Directors’ reports, renews the directorship of The Annual General Meeting, voting pursuant to the quorum and Mrs Pascale Sourisse for a four-year term that will expire at the close of majority rules applicable to Ordinary General Meetings, and having the Annual General Meeting that will be called to approve the financial reviewed the Board of Directors’ reports, renews the directorship of statements for the financial year ending December 31, 2021. Yasuhiro Yamauchi, appointed upon proposal of Nissan, for a four-year term that will expire at the close of the Annual General Meeting that will be called to approve the financial statements for the financial year ending December 31, 2021.
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Determination of the amount of attendance fees
For each year of office, the directors currently receive the following: P a fixed component; and P a variable component that is based on the actual presence of members at Board and Committee meetings. In accordance with the recommendations of the AFEP-MEDEF Code, the variable component is the dominant part. The calculation rules in force since 2014 are set out below. Presentation
Variable Variable component component Fixed component (per meeting) ceiling Overall ceiling Chairmanship
Board of Directors €18,000 €6,000 €30,000 €48,000 €0 Committees (excluding CARE) €1,500 €3,000 €6,000 €7,500 €7,500 CARE (Audit, Risk, and Ethics Committee) €1,500 €3,000 €9,000 €10,500 €15,000
Due notably to the increase in the number of Board and Committee meetings, the overall budget for attendance fees set in 2011 is no longer sufficient to cover the variable component owed to directors pursuant to the calculation scale. For 2017, the total gross amount of attendance fees allocated to the directors was capped at a maximum of €1.2 million, thus reflecting a reduction of the amount due of approximately 0.95%. The seventeenth resolution thus proposes that the Annual General Meeting increase the €1.2 million budget to €1.5 million. This increase in the budget of attendance fees would allow to take into account the increasing workflow of the directors notably due to a higher number of meetings of the Board of Directors and of the committees.
SEVENTEENTH RESOLUTION Setting the amount of attendance fees The Annual General Meeting, voting pursuant to the quorum and majority rules applicable to Ordinary General Meetings, and having reviewed the Board of Directors’ report, sets at €1,500,000 the maximum amount of attendance fees to be divided among the directors for the financial year in progress and subsequent financial years, until such time as a new decision is taken.
50 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Authorisation granted to the Board of Directors to trade in the Company shares
During 2017, the Company acquired the following: P 1,386,000 shares pursuant to the authorisation granted by the Annual General Meeting on April 29, 2016; and P 1,400,000 shares pursuant to the authorisation granted by the Annual General Meeting on June 15, 2017. The Company assigned the 2,786,000 shares acquired to the purposes of implementing any share purchase option plan or free share allocation plan, or any other form of assignment, allocation, disposal, or transfer, for employees and managers of the Company and
Presentation its Group, and completing any hedging transaction relating to any such transactions, within the terms established by law. As of December 31, 2017, there were 6,414,355 shares in the Company’s portfolio, corresponding to 2.17% of the share capital. Treasury shares do not confer rights to dividends or voting rights. The eighteenth resolution invites the Annual General Meeting to renew the authorisation, granted to the Board of Directors by the Combined General Meeting on June 15, 2017, to trade in the Company shares for a maximum period of 18 months, this authorisation replacing that granted at the previous meeting. This authorisation would allow a share buyback program to be implemented for up to 10% of the share capital, corresponding as of December 31, 2017 to 29,572,228 shares (or within the limit of 5% of the share capital if the objective of the buyback is to transfer Company shares as part of a merger, spin-off, or contribution transaction) pursuant to the following conditions: P a maximum purchase price of €120 per share (not including acquisition costs), it being specified that in the event of a transaction affecting the Company’s share capital, this price would be adjusted accordingly; P a maximum amount of funds allocated for the completion of the buyback program of €3,548.7 million, it being specified that in the event of a transaction affecting the Company’s share capital, this price would be adjusted accordingly; P completion of the buyback program at any time and by any means within the limits authorised by the legal and regulatory provisions in force during the validity of the share buyback program, it being specified that if a public bid for the Company’s stocks is made by a third party, the Board of Directors could not implement this authorisation and the Company may not pursue any share buyback program until after the end of the bid period, except in the case of prior authorisation having been granted by the Annual General Meeting. The aims of the share buyback program submitted for authorisation are listed in the resolution put to this Annual General Meeting. It should be noted that pursuant to the provisions of Article L. 225-210 of the French Commercial Code, the Company may not own more than 10% of the total of its own shares, or more than 10% of any given share category, either directly or through any person acting in their own name on behalf of the Company. The Board of Directors shall inform the Annual General Meeting called to approve the accounts of the financial year ending December 31, 2018 of all transactions performed pursuant to this resolution.
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EIGHTEENTH RESOLUTION Authorisation granted to the Board of Directors share capital (splitting or consolidation of shares or free share to trade in the Company share s allocations to shareholders), the price and the maximum amount The Annual General Meeting, voting pursuant to the quorum and of funds allocated for the completion of the share purchase program majority rules applicable to Ordinary General Meetings, and having will be adjusted on the basis of the ratio of the number of securities reviewed the Board of Directors’ report, authorises the Board of constituting the share capital prior to the transaction compared to Directors, with the power to sub-delegate, pursuant to the provisions the total number after the transaction; of Articles L. 225-209 et seq. of the French Commercial Code, P the number of shares which may be acquired at 10% of the shares Articles 241-1 et seq. of the French Financial Market Authority’s (AMF) constituting the share capital, it being specified that (a) this limit General Regulations, and the EU Market Abuse regulation, to perform applies to a given amount of the Company’s share capital, to be transactions with the Company shares subject to the conditions and adjusted if necessary to take into account transactions affecting the limits specified in the regulations, with a view to the following: share capital subsequent to this Annual General Meeting, (b) if the aim of the share buyback is to enhance share liquidity pursuant to i. cancelling them, notably to compensate for dilution arising from the the conditions set out in the AMF general regulations, the number exercise of share subscription options or the acquisition of shares of shares taken into account to calculate the 10% limit corresponds allocated free of charge, subject to the adoption of nineteenth to the number of shares purchased, minus the number of shares resolution put to this Annual General Meeting; resold during the authorisation period, and (c) this number may ii. using all or some of the shares acquired to implement any share not exceed 5% in the case of shares acquired by the Company with purchase option plan or restricted share plan, or any other form of a view to retaining them and to subsequently transfer them as assignment, allocation, disposal, or transfer for former or current payment or as an exchange during the course of merger, spin-off, employees and corporate officers of the Company and its Group, or contribution transactions or external growth operations. and completing any hedging transaction relating to any such As of December 31, 2017, the 10% limit of the share capital transactions, within the terms established by law; corresponded to 29,572,228 Company shares. iii. transferring all or some of the shares acquired during the exercise of rights pertaining to securities granting rights by conversion, Within the limits allowed by the applicable regulations, transactions exercise, reimbursement, exchange, or any other means to the performed by the Board of Directors pursuant to this authorisation allocation of Company shares, pursuant to applicable regulations; may take place at any time during the validity of the share buyback program, it being specified that if a public bid for the Company stocks iv. secondary market making or liquidity enhancement for Renault is made by a third party, the Board of Directors may not implement this shares by an independent investment service provider acting authorisation and the Company may not pursue any share purchase pursuant to a liquidity agreement complying with the AMF’s program until after the end of the bid period, except in the case of prior recognized code of ethics and professional conduct; authorisation having been granted by the Annual General Meeting. v. using all or some of the shares acquired to be retained for subsequent transfer as an exchange or as payment as part of Pursuant to the provisions of Article L. 225-210 of the French external growth transactions, contribution, merger or spin-off, Commercial Code, the Company may not own more than 10% of the in accordance with recognised market practices and applicable total of its own shares, or more than 10% of any given share category, regulations; and either directly or through any person acting in their own name on behalf of the Company. vi. more generally, performing any other transaction allowed, or which may be allowed or authorised in the future, by law, by the All powers are granted to the Board of Directors, including powers of regulations in force, or by the AMF. sub-delegation, to implement this authorisation, specify, if necessary, The acquisition, disposal, transfer, or exchange of these shares may its terms, decide on its conditions and, in particular, place all orders on be performed by any means, notably on the market or through over- or off the stock market, assign or reassign the shares acquired to the the-counter transactions, including block trading, using derivative different purposes pursued in compliance with applicable legal and financial instruments or bonds or securities granting access to the regulatory conditions, perform all formalities, and, more generally, do Company’s share capital, or by implementing option strategies, within all that is required in this respect. the bounds of applicable regulations. Each year, the Board of Directors shall make a report of the transactions The Annual General Meeting sets: performed pursuant to this resolution to the Annual General Meeting.
P the maximum purchase price (or the counter-value of this amount This authorisation is granted for a maximum period of 18 months as on the same date in any other currency), excluding acquisition costs, of the date of this Annual General Meeting, and renders any previous at €120 per share, and the maximum amount of funds allocated for authorisation to the same end null and void for any remaining, unused the completion of the share purchase program at €3,548.7 million, amounts covered thereby. it being specified that in the event of transactions affecting the
52 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
EXTRAORDINARY GENERAL MEETING
Reduction of share capital by cancelling treasury shares
The nineteenth resolution invites the Annual General Meeting to authorise the Board to cancel shares acquired in the Company share buyback program by reducing the share capital, within the legal limit of 10% of the share capital for each 24-month period. This authorisation would be valid for a period of 18 months and would replace that granted by the Extraordinary General Meeting on June 15, 2017. You are also advised that the Board of Directors did not cancel any Company shares in the financial year ending December 31, 2017. Presentation
NINETEENTH RESOLUTION Authorisation granted to the Board of Directors the total number of shares comprising the share capital for each to reduce the Company’s share capital by 24-month period (the 10% limit applying to an adjusted number cancelling treasury shares of shares, if applicable, in line with any transactions affecting the The Annual General Meeting, voting pursuant to the quorum and share capital subsequent to this Annual General Meeting) and to majority rules applicable to Extraordinary General Meetings, and reduce the share capital accordingly by recognising the difference having reviewed the Board of Directors’ report and the Statutory between the buyback value of the shares and their nominal value Auditors ’ special report, authorises the Board of Directors, with the in all reserve or bonus account lines; power to sub-delegate, pursuant to the provisions of Article L. 225-209 P to decide the definitive amount of this share capital reduction (or of the French Commercial Code: reductions), determine the terms and record completion thereof; and P to proceed, on one or more occasions, in the proportions and at P to amend the articles of incorporation accordingly, and more the times determined by the Board, with cancellation of the shares generally do all that is required to implement this authorisation. acquired pursuant to any authorisation granted by the Ordinary This authorisation is granted for a maximum period of 18 months as General Meeting of Shareholders pursuant to the provisions of of the date of this Annual General Meeting, and renders any previous Article L. 225-209 of the French Commercial Code, up to 10% of authorisation to the same end null and void.
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Authorisations granted to the Board of Directors to proceed with the issue of shares or securities granting access to the share capital, with or without shareholders’ preferential subscription rights
The Annual General Meeting on April 29, 2016 granted the Board of Directors the delegated powers and authorisations shown in the summary table of authorisations and powers in Chapter 5 of the Company’s 2017 Registration document. This table specifies any use made of these authorisations. This table is reproduced at the end of this section. As these delegated powers are due to lapse, the Annual General Meeting is invited to renew them. The purpose of the twentieth, twenty-first, twenty-second, twenty-third and twenty-fourth resolutions is to grant the Board of
Presentation Directors authorisations for a period of 26 months, allowing it to proceed, at its sole discretion, with various financial transactions involving the issue of shares or securities granting access to the share capital or entitlement to the allocation of debt securities, with or without preferential subscription rights. These issues may have the effect of increasing the Company’s share capital, which may in turn cause dilution of the existing shareholders. These authorisations would be subject to the following ceilings: P the total nominal amount of immediate or long-term share capital increases resulting from share or security issues performed pursuant to these authorisations may not exceed €350 million (the “Overall Share Capital Increase Ceiling”); and P the nominal amount of debt securities issued pursuant to these authorisations (including the issue of convertible, exchangeable, or reimbursable bonds) may not exceed €1 billion (referred to hereinafter as the “Overall Debt Security Ceiling” and, together with the Overall Share Capital Increase Ceiling, the “Overall Ceilings”). In addition to these Overall Ceilings, sub-ceilings in line with best market practices would apply, depending on the type of transaction envisaged: P in the twentieth resolution, shareholders are invited to grant the Board of Directors the necessary authorisations to issue the following, maintaining the preferential subscription rights of the Company’s shareholders, both in France and abroad: - ordinary Company shares, or - securities granting access, immediately or at a later date, to the Company’s share capital or that of companies of which it directly or indirectly owns more than half of the share capital, or granting entitlement to the allocation of debt securities. Access to the Company’s share capital would take the form of the conversion, reimbursement, or exchange of securities or the presentation of bonds. The maximum nominal amount of share capital increases which could be decided by the Board of Directors, immediately or at a later date, maintaining preferential subscription rights, would be €350 million, i.e. approximately 30% of the existing share capital as of December 31, 2017. This ceiling corresponds to the Overall Share Capital Increase Ceiling. The nominal amount of debt security issues would be limited to €1 billion. By virtue of this resolution, if as-of-right and (if any) excess subscriptions do not absorb the entire share or securities issue, the Board of Directors may decide to offer to the public all or part of the unsubscribed shares or securities. The subscription price for shares or securities that may be issued pursuant to these delegated powers would be set by the Board of Directors, in compliance with applicable legal and regulatory provisions and market practices; P in the twenty-first resolution, shareholders are invited to grant the Board of Directors the necessary authorisations to issue the following, by means of a public bid, waiving the preferential subscription rights of the Company’s shareholders, both in France and abroad: - ordinary Company shares, or - securities granting access, immediately or at a later date, to the Company’s share capital or that of companies of which it directly or indirectly owns more than half of the share capital, or granting entitlement to the allocation of debt securities. Access to the Company’s share capital would take the form of the conversion, reimbursement, or exchange of securities or the presentation of vouchers. The maximum nominal amount of share capital increases which could be decided by the Board of Directors, immediately or at a later date, waiving preferential subscription rights, would be €120 million, i.e. approximately 10% of the existing share capital as of December 31, 2017. This sub-ceiling would be common to all issues performed waiving preferential subscription rights, pursuant to the twenty- first, twenty-second, twenty-third and twenty-fourth resolutions (the “Sub-Ceiling for Share Capital Increases with Waiver of Preferential Subscription Rights”). The Sub-Ceiling for Share Capital Increases with Waiver of Preferential Subscription Rights would be included within the Overall Share Capital Increase Ceiling. The nominal amount of debt security issues would be limited to €1 billion. For the purposes of this resolution, shareholders may be granted a priority subscription period subject to terms set pursuant to applicable legal and regulatory provisions, if so decided by the Board of Directors (it being specified that any such priority subscription rights would not result in the creation of negotiable rights).
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This resolution states that the issue price for new shares would be at least equal to the minimum price specified in the legal and regulatory provisions in force at the time of issue. The issue price for securities granting access to the Company’s share capital shall be equal to the amount received immediately by the Company, plus any amount received by it at a later date, i.e. for each share issued as a result of the issue of these securities, at least equal to the minimum subscription price specified in the legal and regulatory provisions in force. Public bids decided pursuant to this resolution may be combined within a single issue or within several issues performed at the same time as the private placement offers specified by Article L. 411-2 II of the French Monetary and Financial Code (Code monétaire et financier) and decided pursuant to twenty-second resolution below; P in twenty-second resolution, shareholders are invited to grant the Board of Directors the necessary authorisations to issue the following, by means of private placement pursuant to the provisions of Article L. 411-2 II of the French Monetary and Financial Code, waiving the preferential subscription rights of the Company’s shareholders: - ordinary Company shares, or - securities granting access, immediately or at a later date, to the Company’s share capital or that of companies of which it directly or indirectly owns more than half of the share capital, or granting entitlement to the allocation of debt securities. Access to the Company’s share capital would take the form of the conversion, reimbursement, or exchange of securities or the presentation of vouchers. The maximum nominal amount of share capital increases which could be decided by the Board of Directors, immediately or at a later date, waiving preferential subscription rights for private placements, would be €60 million, i.e. approximately 5% of the existing share capital as of December 31, 2017. This sub-ceiling would be included within the Overall Share Capital Increase Ceiling, and within the Sub-Ceiling for Share Capital Increases with Waiver of Preferential Subscription Rights. The nominal amount of debt security issues would be limited to €1 billion. The aim here is to facilitate the use of this form of finance, which can be quicker and simpler than a share capital increase by means of a public offering. This resolution states that the issue price for shares would be at least equal to the minimum price specified in the legal and regulatory provisions in force at the time of issue; P in the twenty-third resolution, shareholders are invited to grant the Board of Directors the necessary authorisations to issue the following, waiving the preferential subscription rights of the Company’s shareholders: - ordinary Company shares, or - securities granting access, immediately or at a later date, to the Company’s share capital, or entitlement to the allocation of debt securities, as compensation for contributions made as part of a public offer including an exchange component initiated by the Company for the shares of another company whose shares are admitted to trading on a regulated market in a member state of the European Economic Area or the Organisation for Economic Co-operation and Development. The maximum nominal amount of share capital increases which could be decided by the Board of Directors, immediately or at a later date, waiving preferential subscription rights, as part of a public offer including an exchange component initiated by the Company, would be €120 million. This sub-ceiling would be included within the Overall Share Capital Increase Ceiling, and within the Sub-Ceiling for Share Capital Increases with Waiver of Preferential Subscription Rights. The nominal amount of debt security issues would be limited to €1 billion. The Board of Directors would have full powers to set the exchange ratio and, if applicable, the amount of the balance to be paid cash; P in the twenty-fourth resolution, shareholders are invited to grant the Board of Directors the necessary authorisations to issue the following, waiving the preferential subscription rights of the Company’s shareholders: - ordinary Company shares, or - securities granting access, immediately or at a later date, to the Company’s share capital or giving the right to the allocation of debt securities, with a view to compensating contributions in kind made to the Company, consisting in ordinary shares or securities granting access to the share capital of another company, except in the case of the public exchange offer described in the twenty-third resolution. The issuing of ordinary shares or securities granting access to the share capital that may be performed, immediately or at a later date, as compensation for contributions in kind, waiving preferential subscription rights, are limited by law to 10% of the share capital and further limited by this resolution, to €120 million. These sub-ceilings are included within the Overall Share Capital Increase Ceiling referred to above and within the Sub-Ceiling for Share Capital Increases with Waiver of Preferential Subscription Rights.
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The nominal amount of debt security issues would be limited to €1 billion. The Board of Directors would have the powers required to state its opinion on the Contribution Auditor(s)’ report, the assessment of contributions, any special benefits, and their value. These resolutions, which constitute usual authorisations in keeping with market practices, have been specifically adjusted to give the Board of Directors all the necessary freedom to enable the Company to finance itself in optimum conditions, in the best interests of the Company, and strictly in keeping with the Group’s requirements and the need to respond to market changes, taking into consideration shareholders’ expectations and concerns. The Board of Directors may not use these delegated powers without the prior authorisation of the Annual General Meeting if a public bid for the Company stocks is made by a third party, until after the end of the bid period.
TWENTIETH RESOLUTION
Delegation of powers to the Board of P decides that the maximum nominal amount of share capital Directors to issue ordinary shares and/ increases that may be carried out, immediately or at a later date, or securities granting access to the share by virtue of this delegation, may not exceed three hundred and capital, maintaining shareholders’ preferential fifty (350) million euros (corresponding as of December 31, 2017 subscription rights to approximately 30% of the share capital) or the counter-value of The Annual General Meeting, voting pursuant to the quorum and this amount on the date of the issue decision, in the event of issue majority rules applicable to Extraordinary General Meetings, and in another currency or a currency unit determined by reference to having reviewed the Board of Directors’ report and the Statutory several currencies, it being specified that:
Auditors’ special report, having noted that the share capital has P if applicable, to this amount shall be added the nominal amount been paid up in full, pursuant to the provisions of Articles L. 225-129 of share capital increases corresponding to the ordinary shares et seq. of the French Commercial Code, in particular L. 225-129 to to be issued to maintain, in compliance with the law or any L. 225- 129- 6, L. 225-132, L. 225-133, L. 225-134, and Articles L. 228- 91 applicable contractual stipulations, the rights of the bearers of et seq. of the French Commercial Code: securities granting access to the Company’s share capital,
P delegates to the Board of Directors, including powers of sub- P the nominal value of share capital increases that may occur as a delegation subject to the terms established by law and the result of the twenty-first to twenty-fourth resolutions inclusive Company’s articles of incorporation, the power to decide and and the twenty-sixth resolution put to this Annual General proceed, on one or more occasions, in the proportions and at the Meeting shall also be included within this ceiling; times determined by the Board, subject to the final paragraph of this P decides that the maximum nominal amount of debt securities that resolution, and maintaining shareholders’ preferential subscription may be issued by virtue of this delegation may not exceed one (1) rights, with the issue, both in France and abroad, in euros or any billion euros, or the counter-value of this amount on the date of the other currency (including any other currency unit established with issue decision, in the event of issue in another currency or a currency reference to a set of currencies), of the following: unit determined by reference to several currencies. This ceiling is (i) ordinary Company shares; common to all debt securities that may be issued subsequent to this resolution and the twenty-first to twenty-fourth resolutions (ii) securities of any nature whatsoever, issued free of charge or inclusive put to this Annual General Meeting. If necessary, this against payment, granting access, by any means, immediately ceiling shall be increased by any above-par redemption premium; or at a later date, to existing shares or shares yet to be issued in the Company; or P decides that the shareholders may exercise their full preferential subscription rights subject to the conditions specified by law. (iii) securities of any nature whatsoever, issued free of charge or Furthermore, the Board of Directors shall have the right to grant against payment, granting access, by any means, immediately shareholders the right to subscribe to ordinary shares or securities or at a later date, to existing shares or shares yet to be issued in excess of the minimum number to which they have preferential (a “Subsidiary”) in a company in which the Company holds rights, in proportion to the subscription rights they hold, and in any directly or indirectly more than half of the share capital; event, up to the maximum number they request; P decides that the securities granting access to share capital of P decides that if as-of-right subscriptions and, where applicable, the Company or of a Subsidiary thus issued may consist in debt any excess subscriptions have not absorbed the entire share or securities or be associated with the issue of such securities, or securities issue performed by virtue of this resolution, the Board allow their issue as intermediated securities, and that the debt of Directors may, in the order they deem appropriate, exercise one securities issued by virtue of this delegation may take the form of or more of the options provided for in Article L. 225-134 of the subordinated or non-subordinated securities, for a fixed term or for French Commercial Code; an indefinite term, and be issued in euros or in any other currency; P decides that subscriptions may be made in cash, in particular offsetting liquid and payable debts, or partly in cash and partly by the incorporation of reserves, profits, or issue premiums;
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P records, as needs be, that the aforementioned delegation by which, if applicable, the rights of holders of securities will be automatically entails the waiver by the shareholders of their preserved, in compliance with the regulations in force and the terms preferential subscription rights to the ordinary shares to which of said securities; if necessary, alter the terms of securities that these securities entitle them, to the benefit of the bearers of may be issued by virtue of this resolution, throughout the lifetime securities issued pursuant to this resolution and granting access of the securities in question and in observance of the applicable to the Company’s share capital; formalities; proceed with all credits to and withholdings from the P decides that the amount returned, or to be returned, to the Company premium(s), including for costs engaged for issues; and, more for each of the shares issued pursuant to the aforementioned generally, make all necessary provisions, conclude all agreements, delegation shall be at least equal to the nominal value of the shares; seek all authorisations, perform all formalities, and do all that is necessary to complete the issues envisaged or suspend them, P grants all powers to the Board of Directors, including powers of sub- and in particular record the share capital increase(s) resulting delegation, pursuant to the terms established by law, to implement immediately or at a later date from any issue carried out by virtue this delegation, including but not limited to powers to: establish of this delegation, amend the articles of incorporation accordingly, the terms, conditions and procedures, including dates, for issues; and request admission to trading for securities issued by virtue of determine the number and characteristics of the securities that this resolution anywhere it may deem appropriate; may be issued by virtue of this resolution, including, with respect P to debt securities, their status, interest rate, and interest payment decides that the Board of Directors may not use these delegated terms, issue currency, duration, and terms of reimbursement and powers without the prior authorisation of the Annual General amortisation; determine the vesting date, including retroactively, of Meeting if a public bid for the Company’s shares is made by a third securities that may be issued by virtue of this resolution; establish party, until after the end of the bid period. the procedures by which the Company shall, as necessary, be This delegation granted to the Board of Directors is valid for a period of entitled to buy back or exchange the securities that may be issued 26 months as of the date of this Annual General Meeting, and renders by virtue of this resolution; suspend, if necessary, the exercise any previous delegation to the same end null and void, for any part of of allocation rights for Company shares attached to securities, any such delegation that has not been exercised. in compliance with the regulations in force; establish the means
TWENTY-FIRST RESOLUTION Delegation of powers to the Board of Directors (iii) securities of any nature whatsoever, issued free of charge or to issue ordinary shares and/or securities against payment, granting access, by any means, immediately granting access to the share capital, waiving or at a later date, to existing shares or shares yet to be issued shareholders’ preferential subscription rights, in a Subsidiary; by means of a public bid P decides that the securities granting access to the share capital of The Annual General Meeting, voting pursuant to the quorum and the Company or of a Subsidiary thus issued may consist in debt majority rules applicable to Extraordinary General Meetings, and securities or be associated with the issue of such securities, or having reviewed the Board of Directors’ report and the Statutory allow their issue as intermediated securities, and that the debt Auditors’ special report, having noted that the share capital has securities issued by virtue of this delegation may take the form of been paid up in full, pursuant to the provisions of Articles L. 225-129 subordinated or non-subordinated securities, for a fixed term or for et seq. of the French Commercial Code, in particular, L. 225-129- 2 an indefinite term, and be issued in euros or in any other currency; to L. 225-129-6, L. 225-131, L. 225-135, and L. 225-136, and P decides that subscriptions may be made in cash, in particular Articles L. 228-91 et seq. of the French Commercial Code: offsetting liquid and payable debts; P delegates to the Board of Directors, including powers of sub- P decides that the public bid(s) decided pursuant to this resolution delegation subject to the terms established by law and the may be associated, within the same issue or several issues made at Company’s articles of incorporation, the power to decide and the same time, with one or more of the bids listed in Article L. 411-2 proceed, on one or more occasions, in the proportions and at the paragraph II of the French Monetary and Financial Code, decided times determined by the Board, subject to the final paragraph of pursuant to the twenty-second resolution put to this Annual this resolution, with the issue, both in France and abroad, in euros General Meeting; or any other currency (including any other currency unit established P decides that the maximum nominal amount of share capital with reference to a set of currencies), by means of a public bid, as increases that may be carried out, immediately or at a later date, by defined by Article L. 411-1 of the French Monetary and Financial virtue of this delegation, may not exceed one hundred and twenty Code (including an offer incorporating a public bid), of the following: (120) million euros (corresponding as of December 31, 2017 to (i) ordinary Company shares, approximately 10% of the share capital) or the counter-value of (ii) securities of any nature whatsoever, issued free of charge or this amount on the date of the issue decision, in the event of issue against payment, granting access, by any means, immediately in another currency or a currency unit determined by reference to or at a later date, to existing shares or shares yet to be issued in several currencies, it being specified that: the Company, or
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P if applicable, to this amount shall be added the nominal amount P the issue price for securities granting access to the Company’s of share capital increases corresponding to the ordinary shares share capital shall be such that the amount received immediately to be issued to maintain, in compliance with the law or any by the Company, plus any amount received by it at a later date, i.e. applicable contractual stipulations, the rights of the bearers of for each share issued as a result of the issue of these securities, securities granting access to the Company’s share capital, shall be at least equal to the issue price specified in the previous paragraph; P the total maximum nominal amount of the share capital increases that may be carried out by virtue of this twentieth resolution, the P grants all powers to the Board of Directors, including powers of sub- twenty-second to twenty-fourth resolutions inclusive, and the delegation, pursuant to the terms established by law, to implement twenty-sixth resolution put to this Annual General Meeting may this delegation, including but not limited to powers to: establish not exceed the ceiling of three hundred and fifty (350) million the terms, conditions and procedures, including dates, for issues; euros established in the twentieth resolution above; determine the number and characteristics of the securities that P decides that the maximum nominal amount of debt securities may be issued by virtue of this resolution, including, with respect that may be issued by virtue of this resolution may not exceed to debt securities, their status, interest rate, and interest payment one (1) billion euros, or the counter-value of this amount on the terms, issue currency, duration, and terms of reimbursement and date of the issue decision, in the event of issue in another currency amortisation; determine the vesting date, including retroactively, of or a currency unit determined by reference to several currencies, securities that may be issued by virtue of this resolution; establish it being specified that this amount shall be included within the the procedures by which the Company shall, as necessary, be overall ceiling of one (1) billion euros established in the twentieth entitled to buy back or exchange the securities that may be issued resolution above. If necessary, this ceiling shall be increased by any by virtue of this resolution; suspend, if necessary, the exercise above-par redemption premium; of allocation rights for Company shares attached to securities, in compliance with the regulations in force; establish the means P decides to waive the preferential subscription rights of shareholders by which, if applicable, the rights of holders of securities will be to the ordinary shares and securities to be issued pursuant to this preserved, in compliance with the regulations in force and the terms resolution, it being specified that the Board of Directors may decide, of said securities; if necessary, alter the terms of securities that pursuant to the provisions of Article L. 225-135 paragraph 5 of may be issued by virtue of this resolution, throughout the lifetime the French Commercial Code, to grant the shareholders priority of the securities in question and in observance of the applicable subscription rights for the entire issue, subject to the conditions formalities; proceed with all credits to and withholdings from the and for the period set by the Board in compliance with legal and premium(s), including for costs engaged for issues; and, more regulatory provisions. These priority subscription rights will not generally, make all necessary provisions, conclude all agreements, entail the creation of negotiable rights, but may be exercised, if seek all authorisations, perform all formalities, and do all that is deemed appropriate by the Board of Directors, either as-of-right necessary to complete the issues envisaged or suspend them, or on an optional basis; and in particular record the share capital increase(s) resulting P decides that if subscriptions have not absorbed the entire share or immediately or at a later date from any issue carried out by virtue securities issue performed by virtue of this resolution, the Board of this delegation, amend the articles of incorporation accordingly, of Directors may limit the issue to the amount of the received and request admission to trading for securities issued by virtue of subscriptions, provided that it amounts to at least the three this resolution anywhere it may deem appropriate; quarters of the decided issue; P decides that the Board of Directors may not use these delegated P records, as needs be, that the aforementioned delegation powers without the prior authorisation of the Annual General automatically entails the waiver by the shareholders of their Meeting if a public bid for the Company’s shares is made by a third preferential subscription rights to the ordinary shares to which party, until after the end of the bid period. these securities entitle them, to the benefit of the bearers of This delegation granted to the Board of Directors is valid for a period of securities issued pursuant to this resolution and granting access 26 months as of the date of this Annual General Meeting, and renders to the Company’s share capital; any previous delegation to the same end null and void, for any part of P decides that: any such delegation that has not been exercised.
P the issue price for new shares shall be at least equal to the minimum price specified by the legal and regulatory provisions in force at the time of issue (corresponding, as of today’s date, to the weighted average of the stock market price over the last three sessions on the Paris Euronext regulated market prior to the price being set, less a discount of no more than 5%), after making any adjustment to that average in the event of a difference in the dates of ranking for dividend,
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TWENTY-SECOND RESOLUTION Delegation of powers to the Board of Directors of the issue decision, in the event of issue in another currency or to issue ordinary shares and/or securities a currency unit determined by reference to several currencies, it granting access to the share capital, waiving being specified that: shareholders’ preferential subscription rights, P if applicable, to this amount shall be added the nominal amount by means of private placements referred to in of share capital increases corresponding to the ordinary shares Article L. 411-2 of the French Monetary and to be issued to maintain, in compliance with the law or any Financial Code applicable contractual stipulations, the rights of the bearers of The Annual General Meeting, voting pursuant to the quorum and securities granting access to the Company’s share capital, majority rules applicable to Extraordinary General Meetings, and P the nominal amount of any share capital increase carried out having reviewed the Board of Directors’ report and the Statutory pursuant to this delegation shall be included in the ceiling of Auditors’ special report, having noted that the share capital has been one hundred and twenty (120) million euros established in the paid up in full, pursuant to the provisions of Articles L. 225-129 et seq. twenty-first resolution, of the French Commercial Code, in particular L. 225-129-2, L. 225-131, L. 225-135 and L. 225-136, Articles L. 228-91 et seq. of the French P the total maximum nominal amount of the share capital Commercial Code and Article L. 411-2 II of the French Monetary and increases that may be carried out by virtue of this resolution, Financial Code: the twentieth resolution, the twenty-first resolution, the twenty- third resolution, the twenty-fourth resolution and the twenty- P delegates to the Board of Directors, including powers of sub- sixth resolution put to this Annual General Meeting may not delegation subject to the terms established by law and the exceed the ceiling of three hundred and fifty (350) million euros Company’s articles of incorporation, the power to decide and established in the twentieth resolution above; proceed, on one or more occasions, in the proportions and at the P decides that the maximum nominal amount of debt securities that times determined by the Board, subject to the final paragraph of may be issued by virtue of this resolution may not exceed one (1) this resolution, with the issue, both in France and abroad, in euros billion euros, or the counter-value of this amount on the date of the or any other currency (including any other currency unit established issue decision, in the event of issue in another currency or a currency with reference to a set of currencies), by means of an offer, as unit determined by reference to several currencies, it being specified defined by Article L. 411-2 II of the French Monetary and Financial that this amount shall be included within the overall ceiling of one Code, of the following: (1) billion euros established in the twentieth resolution above; (i) ordinary Company shares, P decides to waive the preferential subscription rights of shareholders (ii) securities of any nature whatsoever, issued free of charge or to ordinary shares and securities to be issued pursuant to this against payment, granting access, by any means, immediately resolution; or at a later date, to existing shares or shares yet to be issued P decides that if subscriptions have not absorbed the entire share or in the Company, or securities issue performed by virtue of this resolution, the Board (iii) securities of any nature whatsoever, issued free of charge or of Directors may limit the issue to the amount of the received against payment, granting access, by any means, immediately subscriptions, provided that it amounts to at least the three or at a later date, to existing shares or shares yet to be issued quarters of the decided issue; in a S ubsidiary ; P records, as needs be, that the aforementioned delegation P decides that the securities granting access to the share capital of automatically entails the waiver by the shareholders of their the Company or of a Subsidiary thus issued may consist in debt preferential subscription rights to the ordinary shares to which securities or be associated with the issue of such securities, or these securities entitle them, to the benefit of the bearers of allow their issue as intermediated securities, and that the debt securities issued pursuant to this resolution and granting access securities issued by virtue of this delegation may take the form of at a later date to the Company’s share capital; subordinated or non-subordinated securities, for a fixed term or for P decides that: an indefinite term, and be issued in euros or in any other currency; P the issue price for new shares shall be at least equal to the P decides that subscriptions may be made in cash, in particular minimum price specified by the legal and regulatory provisions in offsetting liquid and payable debts; force at the time of issue (corresponding, as of today’s date, to the P decides that the bid(s) referred to in Article L. 411-2 paragraph II weighted average of the stock market price over the last three of the French Monetary and Financial Code decided pursuant to sessions on the Paris Euronext regulated market prior to the this resolution may be associated, within the same issue or several capital increase subscription price being set, less a discount of issues made at the same time, with one or more of the public bids no more than 5%), after making any adjustment to that average decided pursuant to the twenty-first resolution put to this Annual in the event of a difference in the dates of ranking for dividend, General Meeting; P the issue price for securities granting access to the Company’s P decides that the maximum nominal amount of share capital share capital shall be such that the amount received immediately increases that may be carried out, immediately or at a later date, by the Company, plus any amount received by it at a later date, i.e. by virtue of this delegation, may not exceed sixty (60) million euros for each share issued as a result of the issue of these securities, (corresponding as of December 31, 2017, to approximately 5% of shall be at least equal to the issue price specified in the previous the share capital) or the counter-value of this amount on the date paragraph;
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P grants all powers to the Board of Directors, including powers of sub- of the securities in question and in observance of the applicable delegation, pursuant to the terms established by law, to implement formalities; proceed with all credits to and withholdings from the this delegation, including but not limited to powers to: establish premium(s), including for costs engaged for issues; and, more the terms, conditions and procedures, including dates, for issues; generally, make all necessary provisions, conclude all agreements, determine the number and characteristics of the securities that seek all authorisations, perform all formalities, and do all that is may be issued by virtue of this resolution, including, with respect necessary to complete the issues envisaged or suspend them, to debt securities, their status, interest rate, and interest payment and in particular record the share capital increase(s) resulting terms, issue currency, duration, and terms of reimbursement and immediately or at a later date from any issue carried out by virtue amortisation; determine the vesting date, including retroactively, of of this delegation, amend the articles of incorporation accordingly, securities that may be issued by virtue of this resolution; establish and request admission to trading for securities issued by virtue of the procedures by which the Company shall, as necessary, be this resolution anywhere it may deem appropriate; entitled to buy back or exchange the securities that may be issued P decides that the Board of Directors may not use these delegated by virtue of this resolution; suspend, if necessary, the exercise powers without the prior authorisation of the Annual General of allocation rights for Company shares attached to securities, Meeting if a public bid for the Company’s shares is made by a third in compliance with the regulations in force; establish the means party, until after the end of the bid period. by which, if applicable, the rights of holders of securities will be This delegation granted to the Board of Directors is valid for a period of preserved, in compliance with the regulations in force and the terms 26 months as of the date of this Annual General Meeting, and renders of said securities; if necessary, alter the terms of securities that any previous delegation to the same end null and void, for any part of may be issued by virtue of this resolution, throughout the lifetime any such delegation that has not been exercised.
TWENTY-THIRD RESOLUTION Delegation of powers to the Board of Directors in the aforementioned Article L. 225-148, and decides, as necessary, to issue ordinary shares and/or securities to waive the preferential subscription rights of shareholders for granting access to the share capital, waiving these shares and securities, to the benefit of the bearers of the shareholders’ preferential subscription rights, securities in question; in the case of a public exchange offer initiated P decides that the securities granting access to the share capital by the Company of the Company thus issued may consist in debt securities or be The Annual General Meeting, voting pursuant to the quorum and associated with the issue of such securities, or allow their issue majority rules applicable to Extraordinary General Meetings, and as intermediated securities, and that the debt securities issued by having reviewed the Board of Directors’ report and the Statutory virtue of this delegation may take the form of subordinated or non- Auditors’ special report, having noted that the share capital has subordinated securities, for a fixed term or for an indefinite term, been paid up in full, pursuant to the provisions of Articles L. 225-129 and be issued in euros or in any other currency; et seq. of the French Commercial Code, in particular L. 225-129-2 to P decides that the maximum nominal amount of share capital L. 225-129-6, L. 225-148, and Articles L. 228-91 to L. 228-97 of the increases that may be carried out, immediately or at a later date, by French Commercial Code: virtue of this delegation, may not exceed one hundred and twenty P delegates to the Board of Directors, including powers of sub- (120) million euros, it being specified that:
delegation subject to the terms established by law and the P if applicable, to this amount shall be added the nominal amount Company’s articles of incorporation, the power to decide and of share capital increases corresponding to the ordinary shares proceed, on one or more occasions, in the proportions and at the to be issued to maintain, in compliance with the law or any times determined by the Board, subject to the final paragraph of applicable contractual stipulations, the rights of the bearers of this resolution, with the issue, both in France and abroad, of the securities granting access to the Company’s share capital, following: P the nominal amount of any share capital increase carried out (i) ordinary Company shares, or pursuant to this delegation shall be included in the ceiling of (ii) securities of any nature whatsoever, issued free of charge or one hundred and twenty (120) million euros established in the against payment, granting access, by any means, immediately twenty-first resolution,
or at a later date, to existing shares or shares yet to be issued in P the total maximum nominal amount of the share capital the Company, increases that may be carried out by virtue of this resolution, as compensation for securities contributed to an offer comprising resolutions the twentieth to twenty-second resolutions inclusive, an exchange component (whether principally or secondarily) the twenty-fourth resolution, and the twenty-sixth resolution initiated by the Company in France or abroad, pursuant to local rules put to this Annual General Meeting may not exceed the ceiling (including for any transaction with the same effect as or equivalent of three hundred and fifty (350) million euros established in the to a public exchange offer), for securities in a company whose shares twentieth resolution above; are admitted for trading on one of the regulated markets referred to
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P decides that the maximum nominal amount of debt securities that securities that may be issued by virtue of this resolution; suspend, may be issued by virtue of this resolution may not exceed one (1) if necessary, the exercise of allocation rights for Company shares billion euros, or the counter-value of this amount on the date of the attached to securities, in compliance with the regulations in force; issue decision, in the event of issue in another currency or a currency establish the means by which, if applicable, the rights of holders of unit determined by reference to several currencies, it being specified securities will be preserved, in compliance with the regulations in that this amount shall be included within the overall ceiling of one force and the terms of said securities; if necessary, alter the terms of (1) billion euros established in resolution nineteen above; securities issued by virtue of this resolution, throughout the lifetime P records, as needs be, that this delegation automatically entails the of the securities in question and in observance of the applicable waiver by the shareholders of their preferential subscription rights formalities; proceed with all credits to and withholdings from the to the shares to which these securities entitle them, to the benefit premium(s); and, more generally, make all necessary provisions, of the bearers of securities granting access at a later date to the conclude all agreements, seek all authorisations, perform all share capital of the Company issued pursuant to this resolution; formalities, and do all that is necessary to complete the envisaged transactions or suspend them, and in particular record the share P grants all powers to the Board of Directors, including powers capital increase(s) resulting immediately or at a later date from any of sub-delegation, pursuant to the terms established by law, to issue carried out by virtue of this delegation, amend the articles implement this resolution, including but not limited to powers to: of incorporation accordingly, and request admission to trading for establish the procedures and implement the public bid(s) referred securities issued by virtue of this resolution anywhere it may deem to in this resolution; record the number of securities contributed appropriate; to the exchange; determine the number and characteristics of the P securities that may be issued by virtue of this resolution, including, decides that the Board of Directors may not use these delegated with respect to debt securities, their status, interest rate, and powers without the prior authorisation of the Annual General interest payment terms, issue currency, duration, and terms of Meeting if a public bid for the Company’s shares is made by a third reimbursement and amortisation; establish the terms, conditions party, until after the end of the bid period. and procedures, including dates, for issues; determine the vesting This delegation granted to the Board of Directors is valid for a period of date, including retroactively, of securities that may be issued by 26 months as of the date of this Annual General Meeting, and renders virtue of this resolution; establish the procedures by which the any previous delegation to the same end null and void, for any part of Company shall, as necessary, be entitled to buy back or exchange the any such delegation that has not been exercised.
TWENTY-FOURTH RESOLUTION Delegation of powers to the Board of of another company, if the provisions of Article L. 225-148 of the Directors to issue ordinary shares or securities French Commercial Code do not apply; granting access to the share capital, waiving P decides that the securities granting access to the share capital shareholders’ preferential subscription rights, of the Company thus issued may consist in debt securities or be with a view to compensating contributions in associated with the issue of such securities, or allow their issue kind granted to the Company as intermediated securities, and that the debt securities issued by The Annual General Meeting, voting pursuant to the quorum and virtue of this delegation may take the form of subordinated or non- majority rules applicable to Extraordinary General Meetings, and subordinated securities, for a fixed term or for an indefinite term, having reviewed the Board of Directors’ report and the Statutory and be issued in euros or in any other currency; Auditors’ special report, having noted that the share capital has been P decides that the total nominal amount of share capital increases paid up in full, pursuant to the provisions of Articles L. 225-147 and that may be carried out, immediately or at a later date, by virtue Articles L. 228-91 to L. 228-97 inclusive of the French Commercial of this delegation, may not exceed the statutory limit of 10% of Code: the share capital (this percentage applying to the share capital as P delegates to the Board of Directors, including powers of sub- adjusted following the transactions affecting it subsequent to this delegation subject to the terms established by law and the Annual General Meeting), or the total amount of one hundred and Company’s articles of incorporation, the power to decide and twenty (120) million euros, it being specified that:
proceed, on one or more occasions, in the proportions and at the P if applicable, to this amount shall be added the nominal amount times determined by the Board, subject to the final paragraph of of share capital increases corresponding to the ordinary shares this resolution, with the issue, both in France and abroad, of the to be issued to maintain, in compliance with the law or any following: applicable contractual stipulations, the rights of the bearers of (i) ordinary Company shares, or securities granting access to the Company’s share capital,
(ii) securities of any nature whatsoever, issued free of charge or P the nominal amount of any share capital increase carried out against payment, granting access, by any means, immediately pursuant to this delegation shall be included in the ceiling of or at a later date, to existing shares or shares yet to be issued in one hundred and twenty (120) million euros established in the the Company, twenty-first resolution, as compensation for contributions in kind to the Company consisting of capital securities or securities granting access to the share capital
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P the total maximum nominal amount of the share capital status, interest rate, and interest payment terms, issue currency, increases that may be carried out by virtue of this resolution, duration, and terms of reimbursement and amortisation; determine the twentieth to twenty-third resolutions inclusive, and the the vesting date, including retroactively, of securities that may be twenty-sixth resolution put to this Annual General Meeting may issued by virtue of this resolution; establish the procedures by not exceed the ceiling of three hundred and fifty (350) million which the Company shall, as necessary, be entitled to buy back euros established in twentieth resolution above; or exchange the securities that may be issued by virtue of this P decides that the maximum nominal amount of debt securities that resolution; suspend, if necessary, the exercise of allocation rights may be issued by virtue of this delegation may not exceed one (1) for Company shares attached to securities, in compliance with the billion euros, or the counter-value of this amount on the date of regulations in force; establish the means by which, if applicable, the issue decision, in the event of issue in another currency or a the rights of holders of securities will be preserved, in compliance currency unit determined by reference to several currencies. This with the regulations in force and the terms of said securities; if amount is included in the overall ceiling of (1) billion euros set forth necessary, alter the terms of securities issued by virtue of this by the twentieth resolution; resolution, throughout the lifetime of the securities in question and in observance of the applicable formalities; proceed with P decides to waive the preferential subscription rights of shareholders all credits to and withholdings from the premium(s); and, more to ordinary shares and securities to be issued pursuant to this generally, make all necessary provisions, conclude all agreements, resolution to the benefit of the bearers of the capital securities or seek all authorisations, perform all formalities, and do all that is securities constituting contributions in kind; necessary to complete the envisaged transactions or suspend P records, as need be, that this delegation automatically entails them, and in particular record the share capital increase(s) resulting the waiver by the shareholders of their preferential subscription immediately or at a later date from any issue carried out by virtue rights to the shares to which these securities entitle them, to the of this delegation, amend the articles of incorporation accordingly, benefit of the bearers of securities granting access at a later date and request admission to trading for securities issued by virtue of to the share capital of the Company shares issued pursuant to this this resolution anywhere it may deem appropriate; resolution; P decides that the Board of Directors may not use these delegated P grants all powers to the Board of Directors, including powers of sub- powers without the prior authorisation of the Annual General delegation, pursuant to the terms established by law, to implement Meeting if a public bid for the Company’s shares is made by a third this resolution, including but not limited to powers to: state its party, until after the end of the bid period. opinion on the assessment of contributions, the granting of any This delegation granted to the Board of Directors is valid for a period of special benefits, and their value; establish the terms, conditions 26 months as of the date of this Annual General Meeting, and renders and procedures, including dates, of issues; determine the number any previous delegation to the same end null and void, for any part of and characteristics of the securities that may be issued by virtue any such delegation that has not been exercised. of this resolution, including, with respect to debt securities, their
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Authorisation granted to the Board of Directors to increase the share capital by incorporating reserves, profits, and premiums
In the twenty-fifth resolution, the share capital increases which would result from incorporating reserves, profits, premiums, or any other component which may be incorporated into the share capital would be capped at one billion euros (this amount is strictly identical to previous authorisations). The existence of a distinct, autonomous ceiling is justified by the wholly different nature of incorporations of reserves, profits, and premiums as these take place either by the allocation of free shares to shareholders or by increases in the nominal value of existing shares, i.e. without dilution for shareholders and without altering the amount of the Company’s equity. Presentation The Board of Directors would have full powers to determine the amount and nature of the sums to be incorporated into the share capital and to determine the number of new shares to be issued, and/or the amount by which the nominal value of the existing shares would be increased.
TWENTY-FIFTH RESOLUTION
Delegation of powers to the Board of Directors P decides that fractional rights will not be negotiable or transferable, to increase the share capital by incorporating and that the corresponding capital securities will be sold, the sums reserves, profits, and premiums resulting from the sale thereof being allocated to the holders of The Annual General Meeting, voting pursuant to the quorum and rights pursuant to applicable legal and regulatory provisions; majority rules applicable to Ordinary General Meetings, and having P decides that the Board of Directors shall have all powers, including reviewed the Board of Directors’ report, pursuant to the provisions of powers of sub-delegation, pursuant to the terms established by Articles L. 225-129 et seq. and L. 225-130 of the French Commercial law, to: implement this delegation and, in particular, establish Code: the dates, terms and other characteristics of issues; establish the amounts to be issued; determine the date, including retroactively, P delegates to the Board of Directors, including powers of sub- from which the new shares shall be vested or the date on which delegation, under the terms provided by law and the Company’s the nominal value shall be increased; and, more generally, make articles of association, the power to increase the share capital, all necessary provisions to ensure the proper completion of the on one or more occasions, in the proportions and at the times envisaged transactions, complete all deeds and formalities to determined by the Board, within the limit of a maximum nominal make the corresponding share capital increase(s) definitive, record amount of one (1) billion euros (corresponding as of December 31, the share capital increase(s), request the listing of the securities 2017 to approximately 90% of the share capital) by the successive issued, and proceed with the relevant amendments to the articles or simultaneous incorporation into the share capital of all or part of incorporation; of the reserves, profits or premiums, or any other sum which may be legally and statutorily incorporated into the share capital, to P decides that the Board of Directors may not use these delegated be carried out by the creation and free allocation of shares or powers without the prior authorisation of the Annual General by increasing the nominal value of capital securities or by the Meeting if a public bid for the Company’s shares is made by a third combined use of both procedures. The ceiling for this delegation party, until after the end of the bid period. is autonomous and distinct from the ceilings for share capital This delegation granted to the Board of Directors is valid for a period of increases which may result from issues of ordinary shares or 26 months as of the date of this Annual General Meeting, and renders securities granting access to the share capital, authorised by the any previous delegation to the same end null and void, for any part of other resolutions put to this Annual General Meeting. If applicable, any such delegation that has not been authorised. this amount shall be increased by the nominal value of ordinary shares to be issued to preserve, in compliance with the law and any applicable contractual stipulations providing for other adjustment situations, the rights of the bearers of securities or other rights granting access to the Company’s share capital;
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Authorisation granted to the Board of Directors to issue shares reserved for employees
In the twenty-sixth resolution, pursuant to the provisions of Article L. 225-129-6 of the French Commercial Code, the Annual General Meeting is invited to approve a resolution for a share capital increase reserved for the employees of the Company and related companies pursuant to the terms of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labour Code (Code du travail) on employee shareholding, and Articles L. 225-138 and L. 225-138-1 of the French Commercial Code. This resolution allows powers to be delegated to the Board of Directors to proceed with a share capital increase reserved for employees with company savings plans (waiving the preferential subscription rights of shareholders, to the benefit of the beneficiaries), on one Presentation or more occasions, by the issue of new shares and, if necessary, the allocation of free shares, up to 1% of the total amount of shares forming the share capital, as established at the time of the Board’s decision. This ceiling is in line with market practices, which adjust the ceiling according to the level of employee shareholding in the share capital. This amount is included within the Overall Share Capital Increase Ceiling of €350 million established in the twentieth resolution and the Sub-Ceiling for Share Capital Increases with Waiver of Preferential Subscription Rights of €120 established in the twenty-first resolution for issues that waive shareholders’ preferential subscription rights. This resolution specifies the following: P the issue price for ordinary shares may not be higher than the average of the stock market prices during the twenty sessions prior to the date of the decision by the Board of Directors setting the date for the opening of subscriptions, or more than 20% less than this average, or 30% less in the event of a company savings plan in the cases specified in Article L. 3332-19 of the French Labour Code; P the Company’s Board of Directors may also decide, pursuant to Article L. 3332-21 of the French Labour Code, to allocate shares free of charge to subscribers of new shares in lieu of the discounted price, or as a matching contribution as part of a company savings plan; P the characteristics of issues of other securities granting access to the Company’s share capital shall be determined by the Board of Directors pursuant to the terms established by legislation. This authorisation is granted for a maximum period of 26 months as of the date of the Annual General Meeting on June 15, 2018 and replaces that granted at the previous Meeting.
TWENTY-SIXTH RESOLUTION
Delegation of powers to the Board of Directors P if applicable, to this amount shall be added the nominal amount to proceed with a share capital increase, of share capital increases corresponding to the ordinary shares waiving shareholders’ preferential subscription to be issued to maintain, in compliance with the law or any rights, reserved for employees of the Company applicable contractual stipulations, the rights of the bearers of and related companies securities granting access to the Company’s share capital,
The Annual General Meeting, voting pursuant to the quorum and P the nominal amount of any share capital increase carried out majority rules applicable to Extraordinary General Meetings, and pursuant to (i) this resolution and (ii) the twenty-first resolution having heard the Board of Directors’ report and the Statutory Auditors ’ by means of a public bid shall be included within the ceiling of special report, pursuant to the legal provisions, firstly pertaining one hundred and twenty (120) million euros established in the to commercial companies, in particular Articles L. 225-129- 2, twenty-first resolution, and L. 225-129- 6 and L. 225-138-1 of the French Commercial Code, and P the total maximum nominal amount of the share capital secondly Articles L. 3332-18 et seq. and L. 3332-1 et seq. of the French increases that may be carried out by virtue of this resolution Labour Code: and the twentieth to twenty-fourth resolutions inclusive put to P delegates to the Board of Directors, including powers of sub- this Annual General Meeting may not exceed the ceiling of three delegation subject to the terms established by law and the hundred and fifty (350) million euros established in the twentieth Company’s articles of incorporation, the power to decide and resolution above; proceed, on its own initiative, in the proportions and at the times P decides that the beneficiaries of share capital increases covered determined by the Board, with one or more share capital increases, by this delegation shall be the holders of a company savings plan by the issue, free of charge or against payment, of ordinary shares or a group savings plan for the Company and/or related French and securities granting access, immediately or at a later date, to the and foreign companies within the meaning of Article L. 225-180 Company’s share capital, for up to 1% of the existing share capital of the French Commercial Code and Article L. 3344-1 of the French on the date of the meeting of the Board of Directors deciding on Labour Code, and which also meet any conditions set by the Board the issue, it being specified that: of Directors;
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P decides that subscriptions may be made in cash, in particular P the Board of Directors shall have all powers, including powers offsetting liquid and payable debts, or by the incorporation of of sub-delegation, pursuant to the terms established by law reserves, profits or premiums into the share capital in the case of a and the Company’s articles of incorporation, to implement this free allocation of shares or other securities granting access to the delegation, including but not limited to powers to: decide and set share capital as a discount and/or matching contribution; the terms of issue and free allocation of shares or other securities P decides to waive, for the benefit of the aforementioned beneficiaries, granting access to the share capital, pursuant to the authorisation the preferential subscription rights of shareholders to shares or granted above, and if necessary suspend them; establish the securities to be issued pursuant to the present resolution; terms, conditions and procedures, including dates, for issues; determine the number and characteristics of the securities P records, as needs be, that the present delegation automatically that may be issued by virtue of this resolution; determine the entails the waiver by the shareholders of their preferential vesting date, including retroactively, of securities that may be subscription rights to the ordinary shares to which these securities issued by virtue of this resolution; establish the procedures entitle them, to the benefit of the bearers of securities issued by which the Company shall, as necessary, be entitled to buy pursuant to this resolution and granting access to the Company’s back or exchange the securities that may be issued by virtue of share capital; this resolution; suspend, if necessary, the exercise of allocation P decides that, subject to the provisions of Article L. 3332-21 of the rights for Company shares attached to securities, in compliance French Labour Code, the Board of Directors may proceed with free with the regulations in force; establish the means by which, if allocation to the aforementioned beneficiaries of shares or other applicable, the rights of holders of securities will be preserved, securities granting access, immediately or at a later date, to the in compliance with the regulations in force and the terms of said Company’s share capital, as a matching contribution which may be securities; if necessary, alter the terms of securities that may be paid pursuant to the rules of savings plan(s), or in respect of the issued by virtue of this resolution, throughout the lifetime of discount, provided that when their monetary counter-value, valued the securities in question and in observance of the applicable at the subscription price, is taken into account, it does not exceed formalities; proceed with all credits to and withholdings from legal or regulatory limits, it being specified that the shareholders the premium(s), including for the costs engaged for issues; waive any right to the aforementioned shares and securities, and, more generally, make all necessary provisions, conclude including the portion of the reserves (profits or premiums, or any all agreements, seek all authorisations, perform all formalities, other sum which may be incorporated into the share capital) which and do all that is necessary to complete the issues envisaged would thus be incorporated into the share capital; or suspend them, and in particular record the share capital P decides that: increase(s) resulting immediately or at a later date from any issue carried out by virtue of this delegation, amend the articles P the subscription price for capital securities may not be higher than the average of the stock market prices during the twenty of incorporation accordingly, and request admission to trading sessions prior to the date of the decision by the Board of Directors for securities issued by virtue of this resolution anywhere it may setting the date for the opening of subscriptions, or more than deem appropriate. 20% less than this average, or 30% less in the event of a company This delegation of powers granted to the Board of Directors, including savings plan in the cases specified in Article L. 3332-19 of the any powers of sub-delegation, is valid for a period of 26 months as French Labour Code, of the date of this Annual General Meeting, and renders any previous delegation to the same end null and void, for any part of any such P the characteristics of issues of other securities granting access to the Company’s share capital shall be determined by the Board delegation that has not been exercised. of Directors pursuant to the terms established by legislation,
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Powers to carry out formalities
The twenty-seventh resolution is a customary resolution concerning the granting of the powers required to carry out registration and legal formalities . Presentation
TWENTY-SEVENTH RESOLUTION Powers to carry out formalities The Annual General Meeting grants all powers to the bearer of the original or a copy or excerpt of the minutes of this Annual General Meeting to carry out all registration formalities specified by law.
Table of current authorizations granted in respect of share capital increases The table hereafter details the current delegations granted by the General Meeting of April 29, 2016 to the Board of Directors with respect to share capital increases of the Company:
Description of the delegation granted to the Board of Directors Specific ceiling Overall ceiling Duration Implementation
Issuance of ordinary shares and/ €350 million None 14th or securities granting access (about 30% of the share capital) resolution to the share capital and/or to 2016 AGM debt securities with preferential subscription rights Issuance of ordinary shares and/ €120 million None or securities granting access to the (about 10% of the share capital) 15th share capital and/or to debt securities resolution without preferential subscription 2016 AGM rights of the shareholders, by way of public offer Issuance of ordinary shares and/ P €60 million None or securities granting access to (about 5% of the share capital) the share capital and/or to debt P amount being deducted from the 16th securities, without preferential specific ceiling of €120 million resolution subscription right, by way of private set in the 15th resolution for 2016 AGM placement the issuances implemented wihout preferential right of the €350 million on which shareholders the amount of the 26 months share capital increases Issuance of ordinary shares and/ P €120 million as from None or securities granting access to the (about 10% of the share capital) implemented pursuant to th April 29, 2016 share capital, without preferential P amount being deducted from the the 20 resolution will also 17th subscription rights, in the event of specific ceiling of €120 million be charged resolution an exchange tender offer initiated by set in the 15th resolution for 2016 AGM the Company the issuances implemented wihout preferential right of the shareholders Issuance of ordinary shares and/ P €120 million None or securities granting access to the (about 10% of the share capital) Company’s share capital, without P amount being deducted from the preferential subscription rights, specific ceiling of €120 million in consideration for contributions set in the 15th resolution for in kind to the Company and made the issuances implemented 18th up of shares or securities granting wihout preferential right of the resolution access to the share capital of the shareholders 2016 AGM Company or companies of which it owns directly or indirectly more than half of the share capital or another company (except in the event of an exchange tender offer initiated by the Company)
19th Increase of the share capital by €1 billion N/A 26 months None resolution incorporation of reserves, profits or as from 2016 AGM premiums April 29, 2016 P Increase of the share capital by 1% of the share capital of the €350 million on which 26 months None issuance of shares reserved for Company the amount of the as from employees of the Company or P amount being deducted from the share capital increases 20th April 29, 2016 affiliated companies, without specific ceiling of €120 million implemented pursuant to resolution preferential subscription rights set in the 15th resolution for the 20th resolution will also 2016 AGM the issuances implemented be charged wihout preferential right of the shareholders
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STATUTORY AUDITORS’ REPORTS
Statutory A uditors’ report on the financial statements
This is a translation into English of the Statutory Auditors ’ report on the financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This Statutory Auditors ’ report includes information required by European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
For the year ended December 31, 2017
To the Annual General Meeting of Renault,
Opinion
In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying financial statements of Renault for the year ended December 31, 2017.
In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Company as at December 31, 2017 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit, Risks and Ethics Committee.
Basis for opinion
Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors Responsibilities for the Audit of the financial statements section of our report.
Independence We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2017 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5, paragraph 1 of regulation (EU) no. 537/2014 or in the French code of ethics (Code de déontologie) for Statutory Auditors.
Emphasis of Matter
We draw attention to the following matter described in notes 1 and 3.2 to the financial statements relating to the change of accounting method at January 1, 2017 by your Company following the application of the new ANC regulation 2015-05 regarding derivative financial instruments and hedging transactions. Our opinion is not modified in respect of this matter.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 67 STATUTORY AUDITORS’ REPORTS
Justification of Assessments – Key Audit Matters
In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements.
Valuation of investments
Risks identified At December 31, 2017, investments are accounted for in Renault SA balance sheet for €18 549 million, representing one of the most significant caption of the total assets. Investments are valued at acquisition cost at the date of entry, and their recoverable value is then assessed by management as described in note 2.1 to the notes to the individual financial statements of Renault.
Renault SA has opted to account for investments in controlled companies under the equity method. The value of these investments is determined based on their contribution to the consolidated equity of Renault, and the change during the year in the overall share of shareholders’ equity corresponding to these interests is included in shareholders’ equity under “Equity valuation difference”.
The other investments mainly relate to Renault’s equity investment in Nissan. This investment is valued at the lower amount between the book value and the value in use, which takes account the share of net assets and profitability prospects of Nissan. The assessment of the recoverable value of Renault’s investment in Nissan is based on expected profitability and the stock market value, and requires judgement from management.
In this context, we have considered that the valuation of the investments was a key audit matter.
Our audit response In order to assess the reasonableness of the value in use of investments, we mainly relied on the work performed for the purpose of the consolidated financial statement audit.
Our work mainly consisted in:
Regarding Renault’s investments in controlled companies:
P check that the shareholders’ equity in each of these investments corresponds to their contribution to the consolidated equity of Renault; P check that Renault has performed the necessary adjustments, if any, to take into account potential impairment losses accounted for in the Group’s consolidated financial statements. Regarding Renault investment in Nissan:
P assess the reasonableness of the main assumptions used by Renault in the impairment test performed to confirm the recoverable value of its investment in Nissan, by referring to Nissan’s stock market value, mid-term plan and historical performance and the growth prospects of the automotive sector.
Verification of the management report and of the other documents provided to the shareholders
We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.
Information provided in the management report and in the other documents provided to the shareholders with respect to the financial position and the financial statements We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Board of Directors and in the other documents provided to the shareholders with respect to the financial position and the financial statements.
Report on corporate governance We confirm the existence in the Report on corporate governance of the information required by Articles L. 225-37-3 and L. 225-37-4 of the French Commercial Code (Code de commerce).
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Concerning the information given in accordance with the requirements of Article L. 225-37-3 of the French Commercial Code (Code de commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your Company from controlling and controlled companies. Based on this work, we attest the accuracy and fair presentation of this information.
Regarding the information on factors that your Company considered could have a potential incidence in case of public takeover or swap bid, given in accordance with the requirements of Article L. 225-37-5 of the French Commercial Code (Code de commerce), we have confirmed they are in accordance with the underlying documentation provided to us. Based on this work, we have no matter to report on this information.
Other information
In accordance with French law, we have verified that the required information concerning the identity of the shareholders and holders of the voting rights and the cross-shareholdings has been properly disclosed in the management report.
Report on other legal and regulatory requirements
Appointment of the Statutory Auditors We were appointed as Statutory Auditors of Renault by the Annual General Meeting held on April 30, 2014 for KPMG SA and by Order from the Ministry of the Economy of March 27, 1979 for Ernst & Young Audit.
As at December 31, 2017, KPMG SA was in the fourth year of total uninterrupted engagement and Ernst & Young Audit was in the thirty-ninth year of total uninterrupted engagement, of which twenty-four years since securities of the Company were admitted to trading on a regulated market.
Responsibilities of management and those charged with governance for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting principles and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.
The Audit, Risks and Ethics Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The financial statements were approved by the Board of Directors.
Statutory A uditors’ responsibilities for the audit of the financial statements
Objectives and audit approach Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
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As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:
P identifies and assesses the risks of material misstatement of the financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; P obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; P evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the financial statements; P assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein; P evaluates the overall presentation of the financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.
Report to the Audit, Risks and Ethics Committee We submit a report to the Audit, Risks and Ethics Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit, Risks and Ethics Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.
We also provide the Audit, Risks and Ethics Committee with the declaration provided for in Article 6 of regulation (EU) N° 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code (Code de commerce) and in the French code of ethics (Code de déontologie) for Statutory Auditors . Where appropriate, we discuss with the Audit, Risks and Ethics Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
Paris La Défense, February 21, 2018 The Statutory Auditors French original signed by KPMG Audit ERNST & YOUNG Audit Département de KPMG SA Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller
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Statutory A uditors’ report on the consolidated financial statements
This is a translation into English of the Statutory Auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users.
This Statutory Auditors’ report includes information required by European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the information concerning the Group presented in the management report.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
For the year ended December 31, 2017
To the Annual General Meeting of Renault,
Opinion
In compliance with the engagement entrusted to us by your Annual General Meeting, we have audited the accompanying consolidated financial statements of Renault for the year ended December 31, 2017.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2017 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit, Risks and Ethics Committee.
Basis for Opinion
Audit Framework We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the Statutory Auditors ’ Responsibilities for the Audit of the consolidated financial statements section of our report.
Independence We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2017 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5, paragraph 1 of regulation (EU) no. 537/2014 or in the French code of ethics (Code de déontologie) for Statutory Auditors.
Justification of Assessments – Key Audit Matters
In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.
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Valuation of the manufacturing specific intangible and tangible assets (vehicles) of the automotive sector (excl. AVTOVAZ)
Intangible and tangible assets of the operating segment “Automotive (excluding AVTOVAZ)” amount to 16,818 million euros. The Group carries out impairment tests at the operating segment level as well as at the level of the intangible and tangible assets specific to vehicles or mechanical organs under the approach described in note 2-M of the consolidated financial statements. For the latter, the test consists in comparing the net book value of the intangible and tangible assets specific to the vehicles or mechanicals organs with their recoverable value, defined as the higher amount between the value in use and the fair value net of exit costs. The value in use is Risk identified calculated based on discounted future cash flows. We have considered that the valuation of the manufacturing specific assets related to vehicles or mechanical organs is a key audit matter because of their contribution to the financial statements and because of the estimates and judgments required from management to prepare these tests. Information regarding these impairment tests is included in the note 11 of the notes to the consolidated financial statements. During our audit of the consolidated financial statements, our procedures mainly consisted in: P understanding the analysis performed by management in order to identify vehicles presenting indicators of impairment; P reconciling to the consolidated financial statements the net book value of specific assets subject to the impairment test; P assessing the consistency of the volumes and margins assumptions used in the tests with the latest projections of management; P assessing the reasonableness of the main assumptions used through interviews with the economic controllers in charge of the vehicles being Our audit tested and by comparing the assumptions with the data used in the previous impairment tests as well as, if applicable, with the historical response performance of the vehicles or mechanical organs subject to the test; P testing the arithmetical accuracy of the discounted cash flows projections prepared by management for vehicles subject to an impairment test; P comparing the discount rate after tax used with external data available; P performing sensitivity analysis on the main assumptions used; P assessing the appropriateness of the disclosures in the notes to the consolidated financial statements.
Consolidation method and recoverable value of the equity investment of Renault in Nissan As at December 31, 2017, the Renault equity investment in Nissan amounts to 19 135 million euros, and Nissan contributes for 2 791 million euros to Renault’s net profit for the period. As indicated in note 12 to the consolidated financial statements, Renault has a significant influence over Nissan and accounts for its investment using the equity method. The Nissan accounts used to prepare Renault’s financial statements are Nissan’s consolidated accounts published in compliance with Japanese accounting standards, adjusted for the purpose of the Renault consolidation under IFRS. Risk identified We have considered that the consolidation method and recoverable value of the equity investment in Nissan are a key audit matter given its magnitude to Renault’s consolidated financial statements, and given the following areas of attention: (1) the judgement of management to assess the Alliance governance structure as well as facts and circumstances underlying Renault’s significant influence over Nissan, (2) the adjustments to Nissan’s financial statements required to account for Renault’s share in the result and equity of this company and their accuracy, (3) the estimates used by management in determining the recoverable value of Renault’s investment in Nissan. Our audit response to the risks identified mainly consisted in: P reading the minutes of the Board of Directors meetings and the related party agreements and commitments register, and obtaining confirmation from management that there were no changes in the governance of Nissan and/or no new contracts structuring the relations between Renault and Nissan which could modify the analysis of the significant influence exercised by Renault over Nissan; P understanding the conclusions and the audit work performed by the independent auditor of Nissan in accordance with our instructions which detail the procedures to be performed and the conclusion format required for our audit purposes; Our audit P understanding the audit work performed by the independent auditor of Nissan over the homogenization adjustments required to Nissan’s response financial statements to match Renault accounting policies; P assessing whether there are any identified impairment indicators, the main indicators being significant adverse changes on markets where Nissan operates or a significant and long lasting drop in Nissan stock market value; P assessing the relevance of the main assumptions used by Renault in the impairment test performed to confirm the recoverable value of its investment in Nissan, by reference to Nissan mid-term plan, historical performance achieved by Nissan as well as the overall perspectives of the automotive sector; P assessing the appropriateness of the information provided in the notes to the consolidated financial statements.
Consolidation of AVTOVAZ: Purchase Price Allocation Renault took control of the AVTOVAZ group on December 28, 2016. Following the finalization of the price allocation to the fair value of assets and liabilities acquired, the goodwill related to this acquisition amounts to €968 million as of December 31, 2017. The purchase price allocation relies on estimates used to determine the fair value of assets and liabilities acquired. Risk identified Consequently, we considered that the purchase price allocation performed on AVTOVAZ represents a key audit matter for the year-ended December 31, 2017. These elements are detailed in the note 3-B of the notes to the consolidated financial statements. We analyzed the work performed by the Company with its external experts to identify and evaluate the fair value of assets and liabilities acquired. Our audit In particular, we were assisted by our specialists to analyze the valuation methodology applied for the main assets and liabilities acquired and response assessed the reasonableness of the main estimates used. We also assessed the appropriateness of the disclosures provided in the notes to the consolidated financial statements regarding the purchase price allocation.
Recoverability of the deferred tax assets of the French tax group
As indicated in note 8-B to the consolidated financial statements, a net deferred tax asset of €202 million is recognized in the Renault consolidated balance sheet with respect to the French integrated tax group. The value of this deferred tax asset depends on the ability of the legal entities of the French tax group to achieve the financial performance Risk identified expected by management. The recoverability of this asset is a key audit matter given the level of judgment required from management, with regards specifically to the ability of the underlying legal entities to use their tax losses carried forward. Our audit response to the risks identified mainly consisted in: Our audit P assessing the consistency of the expected financial results of the French tax group with the main assumptions underlying the group mid term response plan approved by the Board of Directors; P comparing budgeted and actual results in prior periods to assess the reliability of the budgeting processes.
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Recoverable value of sales financing receivables
Sales financing receivables are related to the financing activities of automotive sales to the dealer network or to retail customers and amount to €39,334 million in the consolidated balance sheet as at December 31, 2017. As indicated in note 2G to the consolidated financial statements, an impairment loss for incurred credit risk is recognized to cover the risk of non-recovery of receivables. The impairment loss is determined on an individual basis for receivables from retail customers (using a statistical or case-by-case approach). The impairment loss for credit losses on dealer network financing is determined on a case-by-case and individual Risk identified basis for doubtful receivables and on a collective basis for non-doubtful accounts (using a statistical method or internal expertise). For the calculation of individual impairment losses for the dealer network and the statistical impairment loss for retail financing, the main assumptions are determined by management. This can lead to different estimates. Given the complexity of the assumptions used to estimate these credit risks and the related impairment loss, as well as the judgment required from management, we consider that the determination of the recoverable value of sales financing receivables is a key audit matter. Our procedures mainly consisted in: P Individual impairment losses on receivables from the dealer network: - understanding the evaluation process for these impairment losses and the internal control procedures related to the identification of risk indicators of non-recovery of receivables and the governance and monitoring of the allowances for impairment loss - reconciling the amount of receivables subject to an individual impairment allowances with the amount of receivables included in the impairment loss calculation - assessing the relevance of loss assumptions Our audit - performing analytical procedures on receivables and impairment allowances. response P Statistical depreciation of receivables from retail customers: - understanding the evaluation process for these impairment losses and the internal control procedures related to the identification of indicators of impairment loss and the calibration of statistical impairment models; - performing an analysis of the historical payment behaviors as compared to the parameters used in the models; - testing the statistical matrices for loss migration; - checking the correct recording in the Group accounts of the impairment loss coming from the models for statistical impairment; - performing analytical procedures on receivables and impairment allowances.
Verification of the Information Pertaining to the Group Presented in the management report
As required by law we have also verified in accordance with professional standards applicable in France the information pertaining to the Group presented in the management report of the Board of Directors.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
Report on other legal and regulatory requirements
Appointment of the Statutory Auditors We were appointed as Statutory Auditors of Renault by the Annual General Meeting held on April 30, 2014 for KPMG SA and by Order from the Ministry of the Economy of March 27, 1979 for Ernst & Young Audit.
As at December 31, 2017, KPMG SA was in the fourth year of total uninterrupted engagement and Ernst & Young Audit was in the thirty-ninth year of total uninterrupted engagement, of which twenty-four years since securities of the Company were admitted to trading on a regulated market.
Responsibilities of management and Those Charged with Governance for the consolidated financial statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.
The Audit, Risks and Ethics Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risks management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.
The consolidated financial statements were approved by the Board of Directors.
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Statutory A uditors’ Responsibilities for the Audit of the consolidated financial statements
Objectives and audit approach Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:
P identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; P obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; P evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements; P assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein; P evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation; P obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements. Report to the Audit, Risks and Ethics Committee We submit a report to the Audit, Risks and Ethics Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit, Risks and Ethics Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters that we are required to describe in this audit report.
We also provide the Audit, Risks and Ethics Committee with the declaration provided for in Article 6 of regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code (Code de commerce) and in the French code of ethics (Code de déontologie) for Statutory Auditors. Where appropriate, we discuss with the Audit, Risks and Ethics Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
Paris La Défense, February 21, 2018
The Statutory Auditors
French original signed by KPMG Audit ERNST & YOUNG Audit
Département de KPMG SA Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller
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Statutory A uditors’ special report on related party agreements and commitments
This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Annual General Meeting of Renault,
In our capacity as Statutory Auditors of your Company, we hereby present to you our report on related party agreements and commitments.
We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying why they benefit the Company. We are not required to give our opinion, as to whether they are beneficial or appropriate or to ascertain the existence of other agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to assess the relevance of these agreements and commitments prior to their approval.
We are also required, where applicable, to inform you in accordance with in Article R. 225-31 of the French Commercial Code (Code de commerce) of the continuation of the implementation, during the year ended December 31, 2017, of the agreements and commitments previously approved by the Annual General Meeting.
We performed those procedures which we deemed necessary in compliance with professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des C ommissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying the consistency of the information provided to us with the relevant source documents.
Agreements and commitments submitted for approval to the Annual General Meeting
Agreements and commitments authorized and concluded during the year ended December 31, 2017 In accordance with Article L. 225-40 of the French Commercial Code (Code de Commerce), we have been notified of the following related party agreements and commitments which were concluded during the year and received prior authorization from your Board of Directors.
1. With the French State, shareholder of your Company
Persons concerned Mr Pascal Faure and Mr Martin Vial, Board members of your Company representing the French State.
Letter of mutual commitments in the context of the sale of Renault shares by the French State Nature and purpose In its meeting held on November 2, 2017, your Board of Directors authorized the signature of a letter of mutual commitments between your Company and the French State, following the announcement by the French State to your Company of its intention to sell 14 million Renault shares purchased in April 2015.
The letter of mutual commitments between Renault and the French State provides for, on the one hand, the sale by the French State of 1,400,000 Renault shares equivalent to 10% of assigned shares and, on the other hand, the purchase of these shares by your Company and the implementation of an offering reserved for its Group’s employees and former employees.
Conditions Your Board of Directors precised that your Company could acquire these shares only in the event where their price would be at most equal to the latest quotation of the Renault share at the day of the launch of placement and at €120 (which is the maximum repurchase price set by the Annual General Meeting).
According to this authorization, the letter of mutual commitments was signed by your Company and the French State on November 2, 2017. The share sale transaction was launched and closed on November 2, 2017, for a price of €86.60 per share.
The offering reserved for the Group’s employees and former employees will be launched within one year from this date, according to terms and conditions which would be subsequently determined by your Board of Directors. Discounts or payment facilitations that may be granted to employees will be exclusively supported by your Company.
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Reasons justifying why the Company benefits from this agreement Your Board of Directors gave the following reasons:
Your Board of Directors considered that it was in your Company’s interest to be part of this share transaction, for several reasons: (i) any initiative that supports and facilitates the sale of the shares acquired by the French State in 2015 is positive for the Company and for the Alliance and thus in line with your Company’s interests; (ii) carrying out this transaction sends a very positive message about the consolidated trust between your Company and the French State; and (iii) this transaction gives an opportunity to strengthen employee shareholding within your Company.
Commitments concluded in prior years submitted for approval to the Annual General Meeting on the occasion of the proposal to renew the Beneficiary’s term of office We have been notified of the following commitment authorized in prior years and submitted for approval to the Annual General Meeting pursuant to the 4th paragraph of Article L. 225-42-1 of the French Commercial Code.
2. With Mr Carlos Ghosn, Chairman and CEO of your Company
Additional pension scheme In the context of the proposal to renew his term of office as Board member and Chairman of the Board of Directors, the pension scheme granted to Mr Carlos Ghosn is again submitted for approval to the Annual General Meeting of June 15, 2018, in accordance with the 4th subparagraph of Article L. 225-42-1 of the French Commercial Code (Code de Commerce).
This commitment, initially authorized by your Board of Directors during its meetings held on October 28, 2004 and on October 31, 2006 and confirmed during its meetings held on February 12, 2014 and February 15, 2018, has remained unchanged and, as such, has not been subject of a renewed authorization by your Board of Directors. Indeed, your Board of Directors noted that, due to its seniority within the group, Mr. Carlos Ghosn cannot acquire new conditional rights under the top-up pension scheme and consequently this commitment does not fall within the scope of the Macron Act (Loi Macron), with respect to the requirement to make the acquisition of new rights subject to performance conditions.
The top-up pension scheme for the Chairman and CEO includes (i) a defined-contribution scheme and (ii) a top-up defined-benefit pension scheme.
(I) DEFINED-CONTRIBUTION SCHEME (ARTICLE L. 242-1 OF THE FRENCH SOCIAL SECURITY CODE) Mr Carlos Ghosn benefits from a defined-contribution scheme; these contributions correspond to 8% of the part of his annual compensation (fixed and variable components) comprised between eight and sixteen times the annual French Social Security cap (Band D); 5% is paid by the Company and 3% by Mr Carlos Ghosn.
The Company’s commitment is limited to the payment of its share of the contributions to the insurance firm managing the scheme.
(II) TOP-UP DEFINED-BENEFIT PENSION SCHEME (ARTICLE L. 137-11 OF THE FRENCH SOCIAL SECURITY CODE) Mr Carlos Ghosn also benefits from a top-up defined-benefit pension scheme, arranged and financed by your Company, the management of which is outsourced to an insurance firm.
Benefiting from this scheme is subject to a seniority condition (five years minimum in the Company and at least two years in the Group Executive Committee) and a presence condition as CEO, applied as of retirement.
The reference compensation used to calculate the top-up defined-benefit pension scheme is equal to the average of the three highest gross annual compensations (fixed and variable components) over the last ten years of activity prior to retirement.
The annual amount paid into this pension scheme is equal to 10% of the reference compensation, this percentage rising by 1.4 percentage points per year of seniority in excess of five years in the Group Executive Committee, and by 0.4 percentage points per year of seniority other than in the Group Executive Committee, in the case of more than five years’ seniority in the Company.
This amount is capped at 30% of the reference compensation. The reference compensation in question is capped at 65 times the annual French Social Security cap.
In any event, the total of these annual pension amounts for the Chairman and CEO may not exceed 45% of his reference compensation. If this cap is exceeded, the amount of top-up pension will be reduced accordingly.
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Agreements and commitments previously approved by the Annual General Meeting
Agreements and commitments approved in prior years A. W hose implementation continued during the year ended December 31, 2017 In accordance with Article R. 225-30 of the French Commercial Code (Code de commerce), we have been notified that the implementation of the following agreements and commitments, which were approved by the Annual General Meeting in prior years, continued during the year ended December 31, 2017.
1. With Nissan Motor Co. Ltd PERSONS CONCERNED Mr Carlos Ghosn, Chairman and CEO of your Company, Chairman of Nissan Motor Co. Ltd. and of Renault-Nissan B.V.; Ms. Yu Serizawa, member of your Company’s Board and representative of Nissan ; Mr Yasuhiro Yamauchi, member of your Company’s Board and Chief Competitive Officer of Nissan Motor Co. Ltd. a) “Master Cooperation Agreement” On April 6, 2010, your Company, Nissan Motor Co. Ltd., Daimler AG and Renault-Nissan B.V. entered into the “Master Cooperation Agreement” which specifies the terms and conditions of the cooperation between these companies.
In its meeting of December 13, 2013, your Board of Directors authorized the signature, on December 19, 2013, of an amendment to the “Master Cooperation Agreement”, in order to extend the scope of this cooperation. This amendment has been approved by the Annual General Meeting of April 30, 2014. b) “Restated Alliance Master Agreement” On March 28, 2002, your Company and Nissan Motor Co. Ltd (“Nissan”) entered into the “Restated Alliance Master Agreement”, which governs the capital relationship between your Company and Nissan, and frames the Alliance’s current governance structure. This agreement notably specifies the operating conditions of Renault-Nissan B.V. (“RNBV”) as the Alliance’s strategic management entity.
An initial amendment to the “Restated Alliance Master Agreement” was signed on April 29, 2005 and submitted for the approval of the Annual General Meeting of May 4, 2006.
In its meeting of October 3, 2012, your Board of Directors authorized the signature, on November 7, 2012, of a second amendment to the “Restated Alliance Master Agreement”, which modifies the composition of the RNBV Executive Board and as a result, the voting procedures within the Executive Board.
In its meeting of December 11, 2015, your Board of Directors authorized the signature of a governance agreement between your Company and Nissan Motor Co. Ltd. concerning the governance of Nissan Motor Co., which constitutes a third amendment to the “Restated Alliance Master Agreement” signed on March 28, 2002. The conditions of this third amendment to the “Restated Alliance Master Agreement”, signed on December 11, 2015, concern your Company’s undertaking to vote in favor of the resolutions proposed by the Board of Directors of Nissan to the Annual General Meeting of Nissan to appoint, remove from office and remunerate the members of the Board of Directors of Nissan, and to not submit to the Annual General Meeting of Nissan or vote in favor of a resolution that has not been approved by the members of the Board of Directors of Nissan. For these resolutions, your Company will vote in accordance with the recommendations of the Board of Directors of Nissan, failing which Nissan would have the ability to acquire Renault shares without prior agreement. The amendment modifies the “Restated Alliance Master Agreement” without altering its term, which remains indefinite. It has been applicable since it was entered into. This agreement has been approved by the Annual General Meeting of April 29, 2016.
The other provisions of the “Restated Alliance Master Agreement” continued for the year ended December 31, 2017 and were not amended .
2. With the French State PERSONS CONCERNED Mr Pascal Faure and Mr Martin Vial, Board members of your Company representing the French State. Nature and purpose In its meeting of December 11, 2015, your Board of Directors authorized the entry into a governance agreement between your Company and the French State concerning the restrictions to the free exercise of the voting rights of the French State in the Annual General Meeting. Conditions Pursuant to the authorization granted on February 4, 2016, your Company signed an agreement with the French State whose purpose was to restrain the free exercise of the voting rights of the French State at 17.9% in certain circumstances, with this figure authorized to rise to up to 20% in the event of an unusually large quorum. The written agreement also describes the conditions for implementing these restrictions with the registrar of your Company’s Annual General Meeting.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 77 STATUTORY AUDITORS’ REPORTS
The restrictions to the free exercise of voting rights of the French State notably applies to all decisions which fall within the authority of the Ordinary Annual General Meeting, except for decisions concerning (i) dividend distributions, (ii) the appointment, renewal or removal from office of Board members representing the French State, (iii) the disposal of significant company assets, (iv) related-party agreements that are not approved by the representatives of the French State and (v) buybacks of shares from identified shareholders.
However, the French State retains all of its voting rights for decisions which fall within the authority of the Extraordinary Annual General Meeting, except for the most day-to-day decision-making such as (i) the granting or renewal of ongoing delegations to the management bodies of your Company when their conditions comply with the latter’s existing practices, (ii) the granting of stock options, performance shares or shares that give access to the share capital to the benefit of employees and executive corporate officer of the Renault Group, (iii) an amendment to the age limit for the exercise of duties or to the term of office of Board members and executive corporate officer and (iv) a transfer of registered office (unless abroad).
The restrictions to the free exercise of voting rights would cease to apply in exceptional situations such as the amendment or termination of the “Restated Alliance Master Agreement” (RAMA), the exercise by Nissan Motor Co. Ltd. of voting rights in your Company, the announcement of a public offering of shares in your Company, or a shareholder crossing the threshold of 15% of capital or voting rights, including Nissan Motor Co. Ltd.
The governance agreement was entered into for a twenty-year term, renewable by tacit agreement for successive periods of ten years unless it is terminated at least two years before the expiry of the term. This agreement has been approved by the Annual General Meeting of April 29, 2016.
This agreement is applicable as from its date of signature.
B. Which were not implemented during the year ended December 31, 2017 In addition, we have been notified that the following agreements and commitments which were already approved by the Annual General Meeting in prior years, were not implemented during the year ended December 31, 2017.
With Mr Carlos Ghosn, Chairman and CEO of your Company NON-COMPETE AGREEMENT Nature and purpose In its meeting held on February 11, 2015, your Board of Directors authorized the signature of a non-compete agreement between your Company and Mr Carlos Ghosn whereby he undertakes, upon termination or non-renewal of his term of corporate office as CEO, not to engage, directly or indirectly, in an activity that competes with that of the Group, whether on his own behalf or on behalf of another company. An activity that competes with the Group refers to any activity of automotive design, construction or marketing (mainly for private vehicles and commercial vehicles) carried out in the same geographical areas and sectors as that of the Group at the time of the termination of his term of office.
The Board of Directors considered notably (i) the particularly competitive nature of the market on which the Group operates, (ii) the significance of Mr Carlos Ghosn’s duties and recognized competencies, (iii) the resources at his disposal, (iv) the sensitive information to which Mr Carlos Ghosn has or could have access, and (v) the relationships developed by him in the course of his term of office, and concluded on the necessity to protect the legitimate interests of the Group by introducing this non-compete clause. Conditions In return for his non-compete obligation, Mr Carlos Ghosn will receive from your Company, during the period of application of the agreement and on condition that there are no breaches thereof, a gross financial compensation equal to two years of gross total salary (including both fixed and variable salary) payable in twenty-four monthly instalments.
The Board of Directors of your Company will decide, upon the departure of Mr Carlos Ghosn, whether to apply this non-compete agreement, and may unilaterally waive the application of this clause.
Paris-La Défense, March 29, 2018
The Statutory Auditors
French original signed by
KPMG Audit ERNST & YOUNG Audit Département de KPMG SA Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller
78 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Statutory A uditors’ report on the information used to determine the compensation for participating shares
This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Year ended December 31, 2017
To the Holders of Participating Shares,
In our capacity as Statutory Auditors of Renault, and pursuant to the engagement set forth in Article L. 228-37 of the French Commercial Code (Code de commerce), we hereby report to you on the elements used to calculate the interest paid on participating shares for the year ended December 31, 2017.
On February 21, 2018, we issued our reports on the annual and consolidated financial statements for the year ended December 31, 2017.
The elements used to calculate the interest paid on participating shares were prepared by Renault’s senior management. Our role is to assess their compliance with the issuance contract and their consistency with the consolidated financial statements.
According to the issuance contract, the interest paid on participating shares is comprised of a fixed and a variable portion:
P the fixed portion is calculated by applying 6.75% to the security’s nominal value; P the variable portion is at least equal to 2.25% of the security’s nominal value, and is determined based on consolidated revenue changes calculated by applying the same group structure and methods, as follows:
Consolidated revenue for the year ended preceding maturity Variable portion of prior coupon x Consolidated revenue for the one-year preceding maturity using a constant Group structure and consolidation method
The ratio between the revenues is rounded to the nearest thousandth.
The calculation elements provided to us are as follows:
P fixed portion of the coupon payable on October 24, 2018 (in €): 10.29 P variable portion of the previous coupon (in €): 13.74 P FY 2017 consolidated revenue (€ millions): 58,770 P FY 2016 consolidated revenue using a constant group structure and consolidation methods (€ millions): 53,037 P variable portion of the coupon payable on October 24, 2018 (in €): 15.23 The gross interest per participating share security amounts to €25.52 for the year ended December 31, 2017.
We have performed the procedures that we considered necessary in accordance with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. Our procedures consisted in verifying the compliance and the consistency of the elements used to calculate the interest paid on participating shares with the issuance contract and the audited consolidated financial statements.
We have no matters to report on the compliance and the consistency of the elements used to calculate the interest paid on participating shares.
Paris-La Défense, March 12, 2018
The Statutory Auditors
French original signed by
KPMG Audit ERNST & YOUNG Audit A division of KPMG SA Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 79 STATUTORY AUDITORS’ REPORTS
Statutory A uditors’ report on the reduction in capital
This is a free translation into English of the Statutory Auditors ’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Combined General Meeting of June 15, 2018 - Nineteenth resolution
To the shareholders,
In our capacity as Statutory Auditors of your Company and in accordance with the procedures provided for in Article L. 225-209 of the French Commercial Code (Code de Commerce) on the decrease in share capital by the cancellation of shares purchased, we hereby report to you on our assessment of the reasons for and the terms and conditions of the proposed decrease in share capital.
Shareholders are requested to confer all necessary powers on the Board of Directors, for an eighteen months period as of the date of the present meeting, to cancel, on one or more occasions, up to a maximum of 10% of its share capital by successive periods of twenty-four months, the shares purchased by the Company pursuant to the authorization to purchase its own shares under the provisions of the above-mentioned Article.
We performed those procedures which we considered necessary in accordance with the professional guidelines of the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. These procedures consisted in verifying that the terms and conditions of the proposed reduction in capital, which should not compromise equity among the shareholders, are fair.
We have no observation to report with regards to the terms and conditions of the proposed reduction in capital.
Paris La Défense, March 30, 2018
The Statutory Auditors
French original signed by
KPMG Audit ERNST & YOUNG Audit A division of KPMG SA Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller
80 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Statutory A uditors’ report on the issue of shares and securities with or without cancellation of preferential subscription rights
This is a free translation into English of the Statutory Auditors ’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Combined General Meeting of June 15, 2018 - Twentieth to twenty-fourth resolutions
To the shareholders,
In our capacity as Statutory Auditors of your Company and in compliance with Articles L. 228-92, L. 225-135 et seq., of the French Commercial Code (Code de commerce), we hereby present to you our report on the proposed authorizations allowing your Board of Directors to decide on whether to proceed with the issue of shares and/or securities, transactions on which you are being asked to vote.
Your Board of Directors proposes, on the basis of its report, that it is authorized, for a twenty-six month period, to decide the following transactions, if applicable, to cancel your preferential subscription rights. If applicable, it will have the right to decide the definitive conditions of these transactions:
P issue, in France or abroad, in Euros or any foreign currency, of ordinary shares of the Company and/or securities of any type conferring entitlement, by all means, immediately or in the future, to the share capital of the Company or of companies in which it owns directly or indirectly more than half of the share capital or securities, or conferring entitlement to grant debt securities, without cancellation of your preferential subscription rights (twentieth resolution); P issue, in France or abroad, in Euros or any foreign currency, by a public offering referred to in Article L. 411-1 II of the French Monetary and Financial Code (Code monétaire et financier) (including by an offering comprising a public offering) , of ordinary shares of the Company and/or securities of any type conferring entitlement, by all means, immediately or in the future, to the share capital of the Company or of companies in which it owns directly or indirectly more than half of the share capital, or conferring entitlement to grant debt securities, the subscription to which can be performed in cash, in particular by offsetting against liquid and payable debts, with cancellation of your preferential subscription rights (twenty-first resolution); P issue, in France or abroad, in Euros or any foreign currency, by an offering referred to in Article L. 411-2 II of the French Monetary and Financial Code (Code monétaire et financier), of ordinary shares of the Company and/or securities of any type conferring entitlement, by all means, immediately or in the future, to the share capital of the Company or of companies in which it owns directly or indirectly more than half of the share capital, or conferring entitlement to grant debt securities, with cancellation of your preferential subscription rights (twenty-second resolution); P issue, in France or abroad, of ordinary shares of the Company and/or securities conferring entitlement by all means, immediately or in the future, to the share capital of the Company, allocated in payment for a company’s securities that would be tendered to the Company under a public offer for those securities in accordance with Article L. 225-148 of the French Commercial Code, with cancellation of your preferential subscription rights (Code de commerce) (twenty-third resolution); P issue, in France and/or abroad, of ordinary shares of the Company and/or securities conferring entitlement by all means, immediately or in the future, to existing shares or shares that may be issued by the Company or to the allocation of debt securities, with a view to remunerating contributions in kind granted to the Company and consisting of equity securities or securities given access to the share capital of another company, when the provisions of Article L. 225-148 of the French company Law do not apply, with cancellation of your preferential subscription rights (twenty-fourth resolution). Taking into account an overall ceiling of €350 million that applies collectively to the twentieth, twenty-first, twenty-second, twenty-third, twenty- fourth and twenty-sixth resolutions, the maximum amount of capital increases that may be carried out, immediately or in the future, may not exceed €120 million by virtue of the twenty-first, twenty-third and twenty-fourth resolutions and may not exceed €60 million by virtue of the twenty-second resolution. The total nominal amount of debt securities to be issued may not exceed €1 million by virtue of twentieth to twenty- fourth resolutions.
It is the responsibility of the Board of Directors to prepare a report in accordance with Articles R. 225-113 et seq., of the French Commercial Code (Code de commerce). Our role is to report on the fairness of the financial information taken from the accounts about the proposed issues, on the proposed cancellation of preferential subscription rights and on the other information relating to these transactions provided in the report.
We have performed those procedures which we considered necessary to comply with the professional guidelines of the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying the information provided in the Board of Directors’ relating to these transactions and the methods used to determine the issue price of the equity securities to be issued.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 81 STATUTORY AUDITORS’ REPORTS
Subject to a subsequent examination of the conditions for the issues that would be decided, we have no matters to report as to the methods used to determine the issue price of the equity securities to be issued presented in the Board of Directors’ report in connection with the twenty-first and twenty-second resolutions.
Furthermore, as the report does not include information on the terms and conditions governing the determination of the issue price of equity securities to be issued pursuant to the twentieth, twenty-third and twenty-fourth resolutions, we cannot express an opinion on the issue price calculation inputs.
As the final terms and conditions under which the issues will be performed have not yet been decided, we do not express an opinion on the final terms and conditions under which the issues will be performed and, as such, on the proposed cancellation of preferential subscription rights submitted for your approval in the twenty-first and twenty-second resolutions.
In accordance with Article R. 225-116 of the French Commercial Code (Code de commerce), we shall issue an additional report, if necessary, on the performance by your Board of Directors of any issues of securities which are equity securities conferring entitlement to share capital or to allocation of debt securities, or of any issues of securities conferring entitlement to the Company’s share capital or of any issues of securities with cancellation of preferential subscription rights.
Paris La Défense, March 30 , 2018
The Statutory Auditors
French original signed by
KPMG Audit ERNST & YOUNG Audit A division of KPMG SA Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller
82 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Statutory A uditors’ report on the capital increase reserved to the employee members of the Company and its affiliated companies
This is a free translation into English of the Statutory Auditors ’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
Combined General Meeting of June 15, 2018 – Twenty-sixth resolution
To the shareholders,
In our capacity as Statutory Auditors of your Company and in accordance with the procedures provided for in Articles L. 225-135 et seq. of the French Commercial Code (Code de commerce), we hereby report to you on the proposed delegation, to the Board of Directors, of the authority to decide on the issue of shares or marketable securities conferring entitlement to the share capital of the Company, immediately or in the future, with a cancellation of preferential subscription rights, reserved to the eligible employee members of a savings plan of (i) the Company or (ii) the Group, and certain related companies in compliance with Articles L. 225-180 of French Commercial Code (Code de commerce) and L. 3344-1 of French Labor Code (Code du Travail), an operation upon which you are called to vote.
Subject to the maximum nominal amount of €350 million set forth in the twentieth resolution of this shareholders meeting, and to the maximum nominal amount of €120 million set forth in the twenty-first resolution of this shareholders meeting, the total number of shares likely to be created from all of the shares issued under this delegation, may not exceed 1% of the share capital of the Company as of the date of this Meeting.
This transaction is submitted to you for your approval pursuant to Articles L. 225-129-6 of the French Commercial Code and Article L. 3332-18 et seq. of the French Labor Code (Code du travail).
Your Board of Directors proposes, on the basis of its report, that it be authorized, for a twenty-six months period, to decide on one or more shares or marketable securities issues, and cancel your preferential subscription rights. When necessary, the Board of Directors will set the final terms and conditions under which the issues will be carried out.
It is the Board of Directors’ responsibility to prepare a report in accordance with Articles R. 225-113 et seq. of the French Commercial Code. Our role is to express an opinion on the fairness of the quantified data extracted from the financial statements, on the proposed cancellation of preferential subscription rights and on certain other information pertaining to the issuance, as presented in this report.
We have performed those procedures which we considered necessary to comply with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. Such procedures consisted in verifying the content of the Board of Directors’ report relating to this operation and the methods used to determine the issue price of the capital securities to be issued.
Subject to a subsequent examination of the conditions for the issues that would be decided, we have no comments to make on the methods used to determine the issue price of the capital securities to be issued presented in the Board of Directors’ report.
As the final terms and conditions under which the issues will be carried out have not yet been set, we express no opinion on them and, consequently, on the proposed cancellation of the preferential subscription rights on which you are being asked to vote.
In accordance with Article R. 225-116 of the French company Law, we will issue a supplementary report, where necessary, when this delegation of authority is utilized by your Board of Directors.
Paris La Défense, March 30, 2018
The Statutory Auditors
KPMG Audit ERNST & YOUNG Audit A division of KPMG SA Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 83 HOW TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
Prior formalities Conditions to take part in the Annual General On the date of the Annual General Meeting, all shareholders will be Meeting asked to prove their shareholding and their identity at registration. As a Renault shareholder, you are entitled to participate in the Pursuant to Article R. 225-85 of the French Commercial Code, to Company’s Annual General Meeting, regardless of how many attend Renault’s Annual General Meeting, shareholders must shares you own or how they are held (registered shares, bearer have registered their shares in their name or in the name of their shares or mutual fund units). registered intermediary by midnight (Paris time), two business days prior to the meeting date, either in the registered securities account You can choose to exercise your rights as a shareholder in any of held by the Company or its agent, BNP Paribas Securities Services, the four following ways: or in the bearer securities account held by an authorized bank or P financial intermediary. attend the meeting in person; P vote online or by post; If you hold registered shares or units in FCPE Actions Renault P or Renault Shares mutual funds (“FCPEs”), your shares must be appoint the meeting Chairman as your proxy; registered in your name two business days prior to the meeting P appoint any individual or legal entity of your choice as your proxy. date, i.e. at midnight (Paris time) on Wednesday June 13, 2018. Shareholders who have already submitted their vote by post or If you hold bearer shares, you must obtain a shareholding Internet, sent a proxy form or requested their admission card or a certificate from the financial intermediary managing your account shareholding certificate may not change their chosen method of (bank, stockbroker, online broker, etc.) as soon as possible to participation in this Annual General Meeting. confirm your shareholding two business days prior to the meeting date, i.e. at midnight (Paris time) on Wednesday June 13, 2018.
Participate using Internet voting
Renault provides the option to vote online prior to the Annual General Meeting, via the VOTACCESS secure voting platform, which will be open from Monday May 14 through Thursday June 14, 2018 at 3pm (Paris time).
VOTACCESS offers you the same options as the paper voting form. You can:
P request an admission card to attend the General Meeting in person. In this case, you can download and print your admission card until the date of the General Meeting. You will be required to present An assistance will be available this card at registration; to answer any questions P vote for the resolutions via the Internet; you may have on P appoint the meeting Chairman as your proxy;
P appoint any other person of your choice as your proxy; (toll free from landlines in France) (1). P revoke a proxy and appoint a new proxy. You can also access the documentation for the General Meeting on VOTACCESS.
We recommend that shareholders do not delay voting until the day before the meeting to avoid any bottlenecks from occurring.
(1) From other countries, call +33 (0)1 40 14 89 25 (national calling rates).
84 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
You are the holder of You are the holder of units in the FCPE fully registered shares mutual funds
1) Connect to the Planetshares web-site at https://planetshares. 1) Connect to the Planetshares My Proxy web-site at: https:// bnpparibas.com. gisproxy.bnpparibas.com/renault.pg. 2) Enter your usual login details. 2) Click on Access 4 and enter your details:
3) Go to VOTACCESS by clicking “Take part in the vote” . P the login details are on the top right-hand corner of the You will then be redirected to VOTACCESS. Follow the on-screen attached paper voting form;
instructions. P an ID consisting of your Personeo employee account number, which is on your BNPP E&RE annual account statement, or your Natixis Interépargne account number which appears on your annual account statement. You are the holder of administered 3) Enter the e-mail address to which you want your password to be registered shares sent. You will receive an e-mail, with your login and password to 1) Connect to the Planetshares web-site at https://planetshares. connect via Access 1. bnpparibas.com. 4) Reconnect to: https://gisproxy.bnpparibas.com/renault.pg. 2) Log in using the login details on the top right-hand corner of the paper voting form attached to this Notice of meeting. 5) Enter your login and password and click Access 1. If you do not have your password, you can request it by clicking You will then be redirected to VOTACCESS. Follow on-screen on: instructions. “I forgot my password”, or “I haven’t received my password”. 3) Go to VOTACCESS by clicking “Participate in the General Meeting”. You are the holder of bearer shares You will then be redirected to VOTACCESS. Follow on-screen Only holders of bearer shares whose financial intermediary is a instructions. member of the VOTACCESS system may use this service. Please contact your intermediary or your custody account-keeper to check whether they are connected to the VOTACCESS system, and, where You are the holder of units in the FCPE necessary, whether this access is subject to specific conditions. (1) mutual funds and registered shares If the financial institution is a member of VOTACCESS, you can access the service by following the instructions below: If you are both the holder of units in the FCPE mutual funds 1) connect to your financial intermediary’s “Stock market” portal; (employees and former employees of Renault) and of registered shares, remember to vote twice by following the steps below: 2) enter your usual login details; and 3) click the icon that appears on the line for your Renault shares. 1) connect to the Planetshares web-site at https://planetshares. bnpparibas.com. You will then be redirected to VOTACCESS. Follow on-screen instructions. 2) enter your usual login details. You need to connect to Planetshares only once to cast your vote for both your fund units and your registered shares. 3) go to VOTACCESS by clicking “Participate in the General Meeting”. You will be redirected to the online voting site where you can IMPORTANT cast your vote as a registered shareholder. If you hold Renault shares in more than one form 4) once you have cast your first vote, return to the Planetshares (registered shares, bearer shares or mutual fund units home page and click the link “Take part in the vote for FCPE (FCPE)), you will have to vote as many times as there are units ”. forms if you wish to cast all the voting rights attached to your Renault shares . You will be redirected to VOTACCESS, where you can cast your second vote, this time as the holder of FCPE mutual fund units.
(1) In this case, the voting form will indicate the number of registered shares as well as the number of units of the FCPE Actions Renault or Renault shares you hold.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 85 HOW TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
Participating using the paper voting form (1)
AB I am attending the Annual General I a m voting BY POST or Meeting IN PERSON I AM BEING REPRESENTED You must request an admission card in order to be at the meeting (2) admitted and vote at the General Meeting . If you are not attending the meeting in person, please To request your admission card: choose one of the three options on the form by checking P check box A on the form; the appropriate box: P sign and date at the bottom of the form (box C); P vote by post: tick the box “I vote by post” (B1) and follow P rreturneturn thethe formform as inindicateddicated bebelowlow. the instinstructions to cast your votes; P aappointppoint the Chairman of the General Meeting as your pproxy:roxy: ttick the box “I hereby give proxy to the Chairman ooff the GGeneral Meeting” (B2) ; or P aappointppoint any other person of your choice as your proxy: tick the box “I hereby give proxy to” (B3) and enter the name aandn address of the person attending the meeting on yyourour behalf. SignSign and dated the form (box C) and return it as indicated below.
IMPORTANT RETURNING THE FORM P You are the holder of registered shares or of units in the FCPE mutual In order to be taken into account, the funds form must be duly completed and Sign and date the form and return it using the enclosed prepaid envelope signed, and must be received by BNP attached to the form. Paribas Securities Services no later P You are the holder of bearer shares than Tuesday, June 12, 2018. Sign and date the form and return it as soon as possible to the financial intermediary managing your account, who must send the form, together with a shareholding certificate (3) to the following address: BNP Paribas Securities Services, CTS Assemblées, Les Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex .
(1) The paper form is included with the Notice of meeting for holders of registered shares. Holders of bearer shares must send all requests to their custody account-keeper, who will send the form, together with a shareholding certificate to BNP Paribas Securities Services. Shareholders may also obtain the form by sending their written request to BNP Paribas Securities Services – CTS Assemblées – Les Grands Moulins de Pantin – 9, rue du Débarcadère, 93761 Pantin Cedex – France. To be valid, the request must be received at least six days prior to the meeting date, i.e. no later than Friday June 8 , 2018. (2) Holders of registered shares or of units in the mutual funds (FCPE) who have not received their admission card on the date of the Annual General Meeting may attend and vote at the meeting upon presentation of a valid proof of identity. Holders of bearer shares who have not received their admission card may attend and vote at the Annual General Meeting upon presentation of proof of identity, as well as a shareholding certificate issued by their financial intermediary confirming that they are a shareholder at least two business days before the Annual General Meeting, i.e. Wednesday June 13, 2018 at midnight (Paris time). (3) Paper forms for holders of bearer shares will only be considered if accompanied by a shareholding certificate.
86 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
Completing the paper form A B1 B2 B3 Request admission OR OR Give proxy to the OR Give proxy to a person of your card to attend the Vote by post Chairman of the choice by providing the details step 1 meeting General Meeting of the person concerned
A
B1 B2 B3
SIGN and DATE here, regardless of your choice step 2
C
RETURN THE PAPER FORM step 3 BEFORE JUNE 12, 2018
P If you are the holder of registered or bearer shares or units in the FCPE mutual funds, return the form directly to BNP Paribas Securities Services using the prepaid envelop attached to the form. P If you are the holder of bearer shares, return the form to your financial intermediary who will send the form, together with a shareholding certificate(1), to the following adress: BNP Paribas Securities Services, CTS Assemblées, Les Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex.
(1) Paper forms for holders of bearer shares will only be considered if accompanied by a shareholding certificate.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 87 HOW TO PARTICIPATE IN THE ANNUAL GENERAL MEETING
Save time and be mindful of the environment REGISTER FOR E-NOTICE OF ANNUAL GENERAL MEETING
As a holder of registered shares or of units in the FCPE mutual funds, you used to receive your Notice of Annual General Meeting by post every year. Since 2014, you can opt to receive your Renault Notices of Annual General Meetings electronically. This means that you can receive the Notice of meeting by e-mail, allowing you to access all of the documentation for the Annual General Meeting.
BENEFITS OF E-NOTICES There are a number of advantages to choosing to receive Notices of meeting electronically: W it is a simple, secure and cost-effective method of receiving your Notices; W e-notices save time. Printing out and sending Notices of meeting by post requires a lead time of approximately one week when an e-mail is sent instantly, giving you more time to review the documentation and exercise your rights as a shareholder; W these measures are part of our sustainable development efforts. Instead of receiving the Notice of meeting, voting form and prepaid envelope by post, receiving the materials electronically will substantially reduce the Annual General Meeting’s carbon footprint.
How to register for e-notices of meetings
Sign up online By mail
You are the holder of fully registered or administered registered shares If you are the holder of registered shares: you can also register by mail to receive e-notices by 1) Connect to Planetshares at https:// 3) Then go to “My profile” and click “My planetshares.bnpparibas.com. e-services ” to sign up for e-notices. following the instructions below: 2) Enter your details as follows: 4) Enter or confirm your e-mail address. 1) fill in the request form on the last page. For holders of fully registered shares: use The BNP Paribas Securities Services hotline Please write legibly and use block capitals your usual login and password. is available to provide assistance if needed, for your name and address to be sure that your request can be fulfilled. For holders of administered registered on 0 800 109 119 (1) shares: use the login shown on the top (toll-free from landlines in France) . If 2) return the reply request form the enclosed right-hand corner of the paper voting form you change your mind, you can always go prepaid envelope. to Planetshares and opt out to return to attached to this Notice of meeting. If you do Please note: if you want to participate in the receiving the Notice of meeting in copy. not have your password, you can request it meeting using the paper form, you must use by clicking on: “I forgot my password”, o r the prepaid envelope and send your form by “I haven’t received my password”. the reply deadline which is Tuesday June 12, 2018.
You are the holder of units in the FCPE mutual funds: If you change your mind, and decide to revert to receiving your Notice of meeting by post, simply Simply complete your e-mail address on your share/unit manager’s web-site. inform us by writing to the attention of BNP Paribas 1) connect to their web-site; Securities Services, CTS Assemblées, Les Grands Moulins de Pantin, 9, rue du Débarcadère, 93761 2) enter the login details shown on your annual account statement; and Pantin Cedex – France, or by sending an e-mail 3) enter your e-mail address under “My data”, “Personal details”, by clicking on “Change” or “add to: paris.bp2s.service.actionnaires.nominatif@ my e-mail address”, and “save”. bnpparibas.com.
If you are the holder of both units in the FCPE mutual funds and of registered shares, the e-notice option will apply to all of your securities. This means that you will receive only one Notice of meeting by e-mail, allowing you to access all of the documentation for the Renault Annual General Meeting.
(1) From other countries, call +33 (0)1 40 14 89 25 (national calling rates).
88 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com ANNUAL GENERAL RENAULT GOVERNANCE DRAFT STATUTORY AUDITORS’ HOW TO PARTICIPATE IN PRACTICAL MEETING AGENDA IN 2017 OF RENAULT RESOLUTIONS REPORTS THE GENERAL MEETING INFORMATION
.FOCUS How to be informed
The previous pages provide you with information on the Group’s business and its results, as well as on the resolutions submitted to the Annual General Meeting for approval. In accordance with the conditions specified in Articles L. 225-105 and R. 225-71 et seq. of the French Commercial Code, items proposed for inclusion on the agenda or draft resolutions proposed by shareholders will be published on the Renault web-site, www.groupe.renault.com under Finance/Annual General Meeting. All documents that must be made available to the shareholders for this General Meeting can be obtained as of this Notice of meeting at the Company’s head office at 13/15, quai Alphonse Le Gallo, 92100 Boulogne-Billancourt, in accordance with Article R. 225-89 of the French Commercial Code. In addition, the documents that are to be presented at the meeting will be published on the Renault web-site at www.groupe.renault.com, under Finance/ Annual General Meeting, at least 21 days prior to the date of the meeting (i.e. no later than May 25, 2018), in accordance with applicable laws and regulations. We recommend that you regularly consult the Finance/Annual General Meeting section of the site www.groupe.renault.com.
How to ask a written question
The General Meeting is the ideal opportunity to ask any questions you may have during the Q&A session before the resolutions are voted on. You may send your written questions on any item on the agenda, which must be received at least four business days prior to the Annual General Meeting (i.e. by Monday June 11, 2018) by registered mail with return receipt requested, to Renault, 13/15, quai Le Gallo, 92100 Boulogne-Billancourt, to the attention of the Chairman of the Board of Directors. For your question(s) to be taken into account, and if necessary, for a response to be provided during the Annual General Meeting, they must be accompanied by a certificate of registration of your shares, either in the registered securities accounts held for the Company, or in the bearer share accounts held by the approved banking or financial intermediary (Article R. 225-84 of the French Commercial Code). In accordance with applicable legislation, the Company may group questions with the same content and provide a single answer. Please note that answers to written questions may be published directly on the Company’s web-site at: www.groupe.renault.com, under Finance/Annual General Meeting.
P roxy for the Annual General Meeting
Pursuant to Article R. 225-79 of the French Commercial Code, shareholders Holders of bearer shares are entitled to revoke a proxy previously appointed. The proxy granted for one It is the responsibility of the holder of bearer shares to find out if the custody General Meeting can be revoked in accordance with the same conditions that account-keeper is connected to VOTACCESS. apply to appointing a proxy. If the financial intermediary is connected to VOTACCESS: 1/ By mail P use your usual login details to connect to your financial intermediary’s The principal must write a letter to the Service Assemblées Générales “Stock market” portal and access your securities account or shares savings (General Meeting department) at BNP Paribas Securities Services providing account, in order to connect to the VOTACCESS site; the following information: the name of the Company concerned, the date P follow the instructions on the screen to appoint or revoke a proxy. of the General Meeting, the principal’s full name, address and registered If the financial intermediary is not connected to VOTACCESS: account number (or bank details if the shareholder holds bearer shares), and P the shareholder should send an e-mail to paris.bp2s.france.cts.mandats@ the proxy’s contact details. bnpparibas.com, which must contain the following information: the name For bearer shares, the shareholder is also required to ask the financial of the Company, the date of the Annual General Meeting, the full name, intermediary responsible for administering his or her securities account address and banking details of the principal, as well as the full name and, to send written confirmation to the Service Assemblées Générales at BNP if possible, the address of the proxy; Paribas Securities Services, CTS Assemblées Générales, Grands Moulins de P the shareholder is also required to ask his or her financial intermediary to Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex – France. send written confirmation to the Service Assemblées Générales at BNP The appointment or revocation of proxies sent by post must be received at Paribas Securities Services, CTS Assemblées Générales, Grands Moulins de least three calendar days before the date of the Annual General Meeting. Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex – France. 2/ Online This e-mail address may only be used to appoint or revoke proxies. All other requests or notifications will not be considered/processed. Proxies may also be appointed or revoked online, using one of the following methods: To ensure that your proxy appointment or revocation sent by e-mail is taken into account, confirmations must be received by the day before the meeting, Holders of registered shares or of units in the FCPE mutual funds i.e. no later than 3pm (Paris time) on Thursday June 14, 2018. P Connect to VOTACCESS following the instructions given in the section “Participate using Internet voting” on pages 84 et seq.; P Follow the instructions on the screen to appoint or revoke a proxy.
Disposal of shares
Shareholders who have already submitted their vote by post or Internet, sent a proxy form or requested their admission card or a shareholding certificate may dispose of all or part of their shares. However, if the sale takes place before Wednesday June 13, 2018 at midnight (Paris time), the Company shall invalidate or modify, as appropriate, the postal or online vote, the proxy, the admission card or the shareholding certificate.
GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 89 PRACTICAL INFORMATION
Directions to the Palais des Congrès 2, place de la Porte Maillot - 75017 Paris Les cars Gare TGV Charles-de-Gaulle Terminal 2 / TGV station Charles-de-Gaulle Terminal 2 AÉROPORT PARIS - Access CHARLES-DE-GAULLE A: Airport shuttle to Porte PORTE DE Maillot A1 LA CHAPELLE - Air France coaches. 1 12 La Défense Porte de La Chapelle - Beauvais airport shuttles. A14
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www.groupe.renault.com/Finance/General Meeting You may also log on to our website at: A dedicated shareholders’ area will be made available around the time of the 2018 Annual www.groupe.renault.com General Meeting, providing all shareholders with the ability to access documentation for the section Finance/Annual General Meeting. Annual General Meeting and to download Renault’s Registration document. Throughout the year, shareholders can visit www.groupe.renault.com /Finance for information on Renault’s shareholder communications and all other shareholder services (Renault Actu magazine, Shareholders’ Club, etc.).
This document was printed in France by JOUVE, according to ISO 14001 and Imprim’Vert® standards, guaranteeing the management of hazardous waste in approved centers. Document printed on elemental chlorine-free, recyclable and FSC-approved paper, using pulp from forests managed according to sustainable environmental, economic and social practices.
Photo credits: cover: GUERRA, Fernando - Internal pages: BROSSARD, Yannick / DETIENNE, Augustin / Renault Marketing 3D-Commerce.
90 GROUPE RENAULT COMBINED GENERAL MEETING - JUNE 15, 2018 Further details at www.groupe.renault.com GROUPE RENAULT DOCUMENT REQUEST FORM
Please return this form to: I the undersigned (all fields are required) BNP Paribas Securities Services - C.T.S. Assemblées ❏ Mr ❏ Mrs (check the box) Les Grands Moulins de Pantin - 9 rue du Débarcadère - 93761 Pantin Cedex
Last name: First name(s): No: Street: Zip code: City: Country: My email address is (please complete using block capitals) @
Acknowledge having received the documents relating to the Combined General Meeting of June 15, 2018 and covered by Article R. 225-81 of the French Commercial Code, namely: the agenda, the text of draft resolutions and a summary presentation of the Company’s position for the previous fi nancial year ( including a table of the last five years’ results). Request that I be sent by Renault, before the Combined General Meeting*, the documents and information covered by Article R. 225-83 of the French Commercial Code** :
❏ Paper copies of documents ❏ Documents in electronic format
At: ...... , date: ...... 2018
Signature * Shareholders owning registered shares may request the Company to send them the documents covered by Articles R. 225-81 and R. 225-83 at the time of each subsequent General Meeting. ** Information on Renault and this General Meeting are available in the 2017 Registration document which is available
on our website at www.groupe.renault.com. ✃
GROUPE RENAULT OPT FOR E-CONVOCATION @
Please return this form to: PLEASE NOTE, BNP Paribas Securities Services - C.T.S. Assemblées this document may only be used Les Grands Moulins de Pantin - 9 rue du Débarcadère - 93761 Pantin Cedex by registered shareholders (fully or administered). Please send the following documents to my email address below: ❏ Notices of Meeting and documentation for Renault General Meetings ❏ All Renault corporate communications
My contact details are (all fields are required) Please complete using BLOCK CAPITALS and return to the address given above.
❏ Mr ❏ Mrs (check the box)
Last name: First name(s): Date of birth: J J MM AAAA Place of birth (town/city): Country of birth:
My email address is (please complete using block capitals)
@
At: ...... , date: ...... 2018 Signature
COMBINED GENERAL MEETING - JUNE 15, 2018 ✃ GROUPE RENAULT 91 Find us on www.groupe.renault.com and on the following social networks:
@Groupe_Renault @GroupeRenault @GroupeRenault @GroupeRenault @GroupeRenault @RenaultLive @GroupeRenault
Renault 13-15, quai Le Gallo 92513 Boulogne-Billancourt Cedex France Tel.: +33 (0)1 76 84 04 04 Groupe Renault Financial Relations Department