2008 REGISTRATION DOCUMENT CONTENTS RENAULT AND THE GROUP 3 RENAULT AND ITS SHAREHOLDERS 165 0 1 1.1 Presentation of Renault and the Group 4 05 5.1 General information 166 1.2 Risk factors 24 5.2 General information about Renault’s share 1.3 The Renault-Nissan Alliance 26 capital 168 5.3 Market for Renault shares 172 5.4 Investor relations policy 176 MANAGEMENT REPORT 43 02 2.1 Earnings report 44 2.2 Research and Development 63 MIXED GENERAL MEETING OF 2.3 Risk management 69 06 MAY 6, 2009 PRESENTATION OF THE RESOLUTIONS 179 The Board first of all proposes the adoption of SUSTAINABLE DEVELOPMENT 83 eleven resolutions by the Ordinary General Meeting 180 Next, nine resolutions are within the powers of 3.1 Employee-relations performance 84 03 the Extraordinary General Meeting 182 3.2 Environmental performance 101 3.3 Social performance 116 3.4 Renault, a responsible company 127 FINANCIAL STATEMENTS 187 3.5 Table of objectives 129 07 7.1 Statutory auditors’ report on the consolidated financial statements 188 7.2 Consolidated f inancial s tatements 190 CORPORATE GOVERNANCE 135 7.3 Statutory Auditors’ reports on the parent 04 4.1 The Board of Directors 136 company only 252 4.2 Management bodies at March 1, 2009 146 7.4 Renault SA parent company 4.3 Audits 149 financial statements 255 4.4 Interests of senior executives 150 4.5 Report of the Chairman of the Board, pursuant to Article L. 225-37 of French ADDITIONAL INFORMATION 273 Company Law (Code de commerce) 156 08 8.1 Person responsible 4.6 Statutory auditors’ report on the report of for the Registration document 274 the Chairman 163 8.2 Information concerning FY 2007 and 2006 275 8.3 Internal regulations of the Board of Directors 276 8.4 Appendices relating to the environment 282 8.5 Cross reference tables 288 REGISTRATION DOCUMENT REGISTRATION 2008 INCLUDING THE MANAGEMENT REPORT APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 11, 2009 This Registration document is on line on the Web-site www.renault.com (French and English versions) and on the AMF Web-site www.amf-france.org (F rench version only). contents 1 2 3 4 5 6 7 01 8 2 2008 Registration Document Renault Find out more at www.renault.com contents 1 2 RENAULT 3 4 AND THE GROUP 5 01 6 7 8 1.1 PRESENTATION OF RENAULT 1.3 THE RENAULT-NISSAN ALLIANCE 26 AND THE GROUP 4 1.3.1 Objectives of the Alliance 26 1.1.1 Key figures 4 1.3.2 Operational structure of the Alliance 30 1.1.2 Background and highlights 5 1.3.3 The status of synergies 33 1.1.3 Main activities 7 1.3.4 Nissan’s strategy and results in 2008 37 1.1.4 Main subsidiaries and organization chart 19 1.3.5 Alliance combined sales performance and financial indicators 39 1.2 RISK FACTORS 24 1.2.1 Financial risks 24 1.2.2 Operational risks 25 1.2.3 Other risks 25 ! Global Reporting Initiative (GRI) Directives 2008 Registration Document Renault 3 contents 1 2 RENAULT AND THE GROUP 01 PRESENTATION OF RENAULT AND THE GROUP 3 4 5 1.1 PRESENTATION OF RENAULT AND THE GROUP 6 7 1.1.1 KEY FIGURES ! 8 THREE-YEAR CONSOLIDATED FIGURES – PUBLISHED DATA (1) (€ million) 2008 2007 2006 Revenues 37,791 40,682 41,528 Operating margin 212 1,354 1,063 Share in Nissan Motor – net income 345 1,288 1,789 (2) Renault net income 571 2,669 2,869 Earnings per share (euro) 2.23 10.32 11.17 Capital 1,086 1,086 1,086 Shareholders’ equity 19,416 22,069 21,201 TOTAL ASSETS 63,831 68,198 68,766 Dividends (euro) 0 (3) 3.8 3.1 Cashflow, Automobile 3,061 4,552 4,313 Net financial debt, Automobile 7,944 2,088 2,414 Total staff at December 31 (excl. CASA – early retirement plan) 129,068 130,179 128,893 (1) This information is for reference only and is not always directly comparable year-on-year, since it may include changes in scope and/or changes in accounting practices. Cf. chapter 7 note 3 in the notes to the consolidated financial statements. (2) Excluding non-recurring income of €82 million in 2006. Cf. chapter 7 note 13 in the notes to the consolidated financial statements. (3) Dividend proposal to Combined General Meeting of May 6, 2009. RENAULT SHAREHOLDERS AT DECEMBER 31, 2008 BREAKDOWN OF CAPITAL AS A % OF SHARES BREAKDOWN OF CAPITAL AS A % OF VOTING RIGHTS See chapter 5.2.6. See chapters 5.2.1 to 5.2.5. 4 2008 Registration Document Renault Find out more at www.renault.com contents 1 2 RENAULT AND THE GROUP PRESENTATION OF RENAULT AND THE GROUP 01 3 4 5 1.1.2 BACKGROUND AND HIGHLIGHTS 6 7 1898 On November 17, 1994 the French government opened Renault to outside capital, a fi rst step towards privatization, which took place in July 1996. 8 Société Renault Frères was formed to manufacture motor vehicles, taking In 1998, the year of its centenary, Renault opened the Technocentre in advantage of patents such as the fi rst direct-drive transmission. Based in Guyancourt for its design and development teams, and a bodywork/assembly the Paris suburb of Billancourt, the company achieved international renown plant in Curitiba, Brazil. through its success in motor sports, and initially specialized in the construction of passenger cars and taxis. During the First World War, it produced substantial The year 1999 marked the start of a new era in Renault’s history with volumes of trucks, light tanks and aircraft engines. the signing of an Alliance with Nissan, on March 27 in Tokyo. In the same year, Renault acquired a new brand by taking a 51% stake in Romanian 01 carmaker Dacia. 1922 Having expanded strongly in the passenger car and commercial vehicle markets, 2000 02 Renault became a limited company. Establishing production centers in France and abroad, Renault gradually emerged as the French market leader. Renault raised its stake in Dacia to 80.1% and acquired a new brand – Samsung Motors – in South Korea. 03 1945 2001 The company was nationalized in January, renamed “Régie Nationale des Usines Renault”, and concentrated on producing the 4CV. Renault and Volvo joined forces to form the world’s second-biggest truck manufacturer. Renault became the main shareholder in the Volvo group, 04 with a 20% stake, after selling the Renault V.I./Mack group to Volvo. 1972 Renault 5 arrived on the market. It remains one of the Group’s best-selling 2002 models ever. 05 Renault and Nissan implemented the second stage of their Alliance, aimed at strengthening their equity ties and creating a joint strategic structure. Renault raised its stake in Nissan from 36.8% to 44.4%. At the same time, THE 1980s Nissan took a 15% ownership interest in Renault. The French government’s ownership interest was reduced to 25.9% and then to 15.7% in 2003 by 06 Through to the mid-1980s, Renault followed a strategy of diversifi cation in the selling shares both to company employees and on the market. industrial, fi nancial and service sectors, while at the same time growing its industrial and commercial activities internationally. But in 1984, the company ran into fi nancial diffi culties. As a result, it concentrated on restructuring and refocusing on core activities, and returned to profi t in 1987. 2003 07 This was the year of Mégane II. With fi ve body styles (Scénic II, Grand Scénic, Mégane coupé-cabriolet, Mégane 4-door sedan and Mégane Sport Tourer) THE 1990s completing the two models launched in 2002, a total of seven models were launched in 17 months. Mégane II became Europe’s best-selling model. 08 In 1990, Renault became a limited company once again. In the same year, it signed an agreement for close cooperation with the Volvo group. In 1991, the two groups linked their automobile and commercial vehicle businesses via cross-shareholdings. This arrangement was unwound after plans to merge the two groups were shelved in late 1993. ! Global Reporting Initiative (GRI) Directives 2008 Registration Document Renault 5 contents 1 2 RENAULT AND THE GROUP 01 PRESENTATION OF RENAULT AND THE GROUP 3 4 5 2004 2007 6 The year was marked by two major product launches: Modus and Logan. The product offensive began with the launch of New Twingo (produced 7 Modus is Renault’s entry-level MPV. It was the fi rst Renault-badged vehicle in Slovenia) in May and of New Laguna (produced in France) in October. built on the B platform shared with Nissan, and the fi rst vehicle in its class Both vehicles aim to achieve the highest standards of quality and reliability. 8 to score fi ve stars in Euro NCAP crash tests. Logan, developed by Renault In Korea, Renault Samsung Motors began production of QM5, a Koleos-based and manufactured and marketed by Dacia, offers excellent value for money. cross-over vehicle, designed by Renault and developed by Nissan. Half of the It has enjoyed great success since its launch, both on its domestic market of total output is scheduled for export. Expanding its international presence, Romania, and on export markets. The car will be the spearhead of Renault’s Renault founded new subsidiaries in Ireland and Scandinavia, increased its international expansion in the years ahead. production capacity in Russia, and signed a memorandum of understanding for a future industrial complex in Morocco.