COMBINED GENERAL MEETING NOTICE OF MEETING WEDNESDAY JUNE 12, 2019 AT 3:15 P.M. PALAIS DES CONGRÈS 2, PLACE DE LA PORTE MAILLOT 75017 PARIS WELCOME to the Renault Combined General Meeting Wednesday June 12, 2019 at 3:15 P.M. Palais des Congrès, 2, place de la Porte Maillot 75017 Paris FOR MORE INFORMATION, visit the “Annual General Meeting” section on www.groupe.renault.com/en/fi nance/general-meeting/ WEBCAST OF THE ANNUAL GENERAL MEETING For shareholders who are unable to attend the Annual General Meeting in person, there will be a live webcast of this meeting on www.groupe.renault.com , Finance/Annual General Meeting section. FOR ADDITIONAL INFORMATION Investors Relations department (Toll-free from France only) Or +33 (0)1 76 84 59 99 (France and abroad) E-mail: [email protected] SUMMARY p.04 I. Annual General Meeting Agenda p.05 II. Renault in 2018 p.14 III. Governance of Renault p.32 IV. Compensation of corporate offi cers p.41 V. Draft resolutions p.60 VI. Statutory A uditors’ reports p.79 VII. How to participate in the Annual General Meeting p.86 VIII. Practical information A WORD FROM THE CHAIRMAN Your Annual General Meeting Dear Madam, Dear Sir, Dear shareholder, I am pleased to invite you to the Annual Meeting of Renault shareholders, to be held on Wednesday, June 12, 2019, at 3.15 p.m. at the Palais des Congrès in Paris. First of all, allow me to express my gratitude for your support and confidence in Groupe Renault. Your commitment to us is a strength for the group. To fully seize the opportunities of tomorrow’s mobility, we need to bring together all our potential. Together, shareholders, Groupe Renault employees, and with the support of our Alliance partners, we will continue to meet the challenges ahead and write the group’s success. Faced with the rapid development of new mobilities, increased competition, and major environmental challenges, we are working hard to achieve measurable progress and ensure the group’s long-term success. Our success also relies on your commitment to our strategy and values. Our new governance has been designed to guarantee ever greater efficiency and operationality, in a requirement for more transparency and enhanced ethics. Our Annual General Meeting will be the opportunity to introduce to you the new governance of Groupe Renault. With Mr. Thierry Bolloré, CEO and all the EXPO members of the Executive Committee, we will share with you our 2018 results, our prospects, as well as our strategy and actions in terms of Social and Environmental Renault Responsibility. at the Palais des Congrès In this brochure you will find all the practical information for participating in the meeting, as well as the agenda and the text of the resolutions submitted to your vote. From 1:30pm onwards, Thank you very much for your trust and loyalty. I look forward to seeing you on come and visit the exhibition. June 12th. Jean-Dominique Senard Chairman of Groupe Renault GROUPE RENAULT I COMBINED GENERAL MEETING - JUNE 12 2019 3 I. AGENDA ANNUAL GENERAL MEETING JUNE 12, 2019 Ordinary General Meeting P Approval of the annual financial P Ratification of the co-opting of P Approval of the principles and criteria for statements for the financial year ended Mr Thomas Courbe as director appointed determining, allocating, and awarding the December 31, 2018 (first resolution) upon proposal of the French State components of the overall compensation P Approval of the consolidated financial (seventh resolution) and benefits of any kind attributable to statements for the financial year ended P Ratification of the appointment of the Chief Executive Officer for the 2019 December 31, 2018 (second resolution) Mr Jean-Dominique Senard as director financial year (thirteenth resolution) P P Allocation of net profits for the financial (eighth resolution) Approval of a related-party commitment year ended December 31, 2018, setting of P Appointment of Mrs Annette Winkler as governed by Article L. 225-42-1 of the the dividend and the dividend payment director (ninth resolution) French Commercial Code entered into by the Company to the benefit of Mr Thierry date (third resolution) P Approval of the components of the overall Bolloré, corresponding to a non-compete P Statutory Auditors’ report on the compensation and benefits of any kind agreement (fourteenth resolution) information used to determine the paid or allocated to the Chairman and P compensation for participating shares Chief Executive Officer for the financial Approval of a related-party commitment (fourth resolution) year ended December 31, 2018 (tenth governed by Article L. 225-42-1 of the French Commercial Code entered into by P Approval of the Statutory Auditors’ resolution) the Company to the benefit of Mr Thierry special report on the related-party P Approval of the principles and criteria for Bolloré, corresponding to a top-up agreements and commitments governed determining, allocating, and awarding the pension scheme (fifteenth resolution) by Articles L. 225-38 et seq. of the French components of the overall compensation P Commercial Code (fifth resolution) and benefits of any kind attributable to Authorization granted to the Board of directors to perform Company share P Approval of a related-party agreement the Chairman and Chief Executive Officer transactions (sixteenth resolution) governed by Article L. 225-38 of the for the 2019 financial year (eleventh P French Commercial Code – Second resolution) Powers to carry out formalities amendment to the Master Cooperation P Approval of the principles and criteria for (nineteenth resolution) Agreement entered into between the determining, allocating, and awarding the Company, Nissan Motor Co., Ltd., Daimler components of the overall compensation AG, Renault-Nissan b .V . and Mitsubishi and benefits of any kind attributable to Motors Corporation (sixth resolution) the Chairman of the Board of directors for the 2019 financial year (twelfth resolution) Extraordinary General Meeting P Authorization granted to the Board of P Authorization granted to the Board of directors to reduce the Company’s share directors to proceed with free allocations capital by cancelling treasury shares of existing or new Company shares to (seventeenth resolution) employees and to corporate officers of the Company and of companies of Groupe Renault, waiving shareholders’ preferential subscription rights (eighteenth resolution) 4 GROUPE RENAULT I COMBINED GENERAL MEETING - JUNE 12 2019 Further details at www.groupe.renault.com II. RENAULT IN 2018 2018 key figures ● GROUP REVENUES ● GROUP OPERATING MARGIN (€ million) (€ million) VERSUS €58,770 M 57,419 IN 2017 3,612 vs 3,854 6.3% OF 6.6% OF REVENUES REVENUES 2018 2017 ● FREE CASH FLOW INCLUDING AVTOVAZ ● EARNINGS PER SHARE ● DIVIDENDE (€ million) (€/share) (€/share) 607 12.24 3.55* VERSUS 19.23 IN 2017 VERSUS 3.55 IN 2017 * Proposed to the AGM of June 12, 2019 GROUPE RENAULT I COMBINED GENERAL MEETING - JUNE 12 2019 5 II. RENAULT IN 2018 2018 key figures 2018 2017 Restated(1) Change Worldwide Group registrations(2) (million vehicles) 3.88 3.76 +3.2% Group revenues (€ million) 57,419 58,770 -2.3% Group operating profit (€ million) 3,612 3,854 -242 (% revenues) 6.3% 6.6% -0.3 pt Group operating income (€ million) 2,987 3,806 -819 Contribution from associated companies (€ million) 1,540 2,799 -1,259 o/w Nissan 1,509 2,791 -1,282 Net income(3) (€ million) 3,451 5,308 -1,857 Net income, Group share(3) (€ million) 3,302 5,212 -1,910 Earnings per share(3) (€) 12.24 19.23 -6.99 Automotive including AVTOVAZ operational free cash flow(4) (€ million) 607 945 -338 Automotive net cash position including AVTOVAZ(3) (€ million) 3,702 3,209 +493 Sales Financing, average performing assets (€ billion) 44.4 39.6 +12.0% (1) Implementation of IFRS 9 “Financial instruments” and IFRS 15 “Revenue from Contracts with Customers” as at January 1, 2018. (2) The Group’s worldwide sales in 2018 include those of Jinbei & Huasong. (3) Data for the year 2017 include adjustments for the change of accounting treatment of participating shares in 2018. (4) Operating free cash flow including AVTOVAZ: cash flow after interest and taxes paid (excluding dividends received from listed companies) less tangible and intangible investments net of disposals +/- change in working capital requirement. Sales performance 3,884,295 PC + LCV IN 2018 Group sales worldwide by Region Passenger cars and light commercial vehicles (units)(3) 2018(1) 2017(2) Change (%) Group 3,884,295 3,762,077 +3.2 Europe region 1,920,742 1,911,824 +0.5 Renault 1,401,376 1,442,350 -2.8 Alpine 1,943 7 +++ Dacia 511,622 463,784 +10.3 Lada 5,801 5,683 +2.1 Africa – Middle-East – India Region 448,959 532,118 -15.6 Renault 348,166 438,364 -20.6 Dacia 96,889 92,211 +5.1 Lada 3,090 1,543 +++ Jinbei & Huasong 814 - - Eurasia Region 747,602 732,795 +2.0 Renault 267,538 308,430 -13.3 Dacia 90,838 97,402 -6.7 Lada 389,026 326,963 +19.0 Jinbei & Huasong 200 - - Americas Region 437,248 389,420 +12.3 Renault 436,330 389,206 +12.1 Lada 365 214 +70.6 Jinbei & Huasong 553 - - Asia–Pacific Region 329,744 195,920 +68.3 Renault 79,157 93,441 -15.3 Alpine 148 - - Dacia 1,449 1,418 +2.2 Renault Samsung Motors 84,954 99,846 -14.9 Lada - 1,215 - Jinbei & Huasong 164,036 - - (1) Preliminary figures. (2) 2017 figures do not include Jinbei & Huasong sales. (3) TWIZY is a quadricycle and therefore not included in Group automotive sales except in Bermuda, Chile, Colombia, Guatemala, Ireland, Lebanon, Malaisia, Mexico and South Korea.