Groupe Renault - 2020 Universal Registration Document

306 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE Compensation of Mr. Luca de Meo 3.2.2.2 as Chief Executive Officer in 2020 L O N G T E R M (1) S H O R T T E R M (2) Fixed portion: 29% of total compensation 30% FCP 20% Revenues 20% OM 30% Annual variable portion : 19% of total compensation CO 2 emissions (CAFE regulation) 16.66% 16.66% Renault-Nissan-Mitsubishi Alliance Customer Satisfaction/ Quality 16.66% Quality of CSR and environmental commitments Performance shares: 52% of total compensation Free cash flow (FCF) 20% (3) 30% (3) Percentage of models manufactured on the Alliance platforms 30% (3) Total carbon footprint 20% (3) Total Shareholder Return (TSR) (1) Qualitative criteria, as a % of the fixed portion. (2) Quantifiable criteria, as a % of the fixed portion. (3) As a percentage of the award. ( ) On the recommendation of the Governance and Compensation Committee, the compensation policy of the Chief Executive Officer for the 2020 financial year was set by the Board of Directors on February 13, 2020, then approved by the Annual General Meeting on June 19, 2020 (fourteenth resolution). For more details on the compensation policy of the Chief Executive Officer for the 2020 financial year, see chapter 3.2.4.2 of the 2019 Universal registration document. The compensation components of Mr. Luca de Meo for the 2020 financial year presented below are part of the information indicated in Article L. 22-10-9 I. of the French Commercial Code notably including the total compensation and benefits of any kind paid in respect of the their corporate offices during the 2020 financial year or awarded in respect of the same financial year to all directors and corporate officers. This information will be submitted to a general vote in application of I of Article L. 22-10-34 of the French Commercial Code during the Annual General Meeting of April 23, 2021. Moreover, in application of II of Article L. 22-10-34 of the French Commercial Code, the Annual General Meeting of April 23, 2021 will be asked to approve a specific draft resolution on the total compensation and benefits of any kind paid during the 2020 financial year or awarded in respect of the same financial year to Mr. Luca de Meo in respect of his office as Chief Executive Officer. It is recalled that the payment of the variable compensation to the Chief Executive Officer for the 2020 financial year is subject to the approval by the Annual General Meeting of April 23, 2021 of the components of the overall compensation and of benefits of any kind paid or allocated to the Chief Executive Officer for the 2020 financial year. The total compensation of the Chief Executive Officer for the 2020 financial year corresponds to the strict implementation of his compensation policy, which has not been adjusted despite the major disruptions caused by the Covid-19 crisis. The table below presents the information for the specific vote on Mr. Luca de Meo’s compensation components as Chief Executive Officer: Compensation components submitted for approval Amounts paid during the past financial year Amounts awarded in respect of the past financial year or book value Presentation Fixed compensation 2020 €650,000 (from July 1 to December 31, 2020) €650,000 (from July 1 to December 31, 2020) The Chief Executive Officer receives an annual fixed compensation of €1,300,000, payable in twelve monthly instalments (prorated from July 1, 2020). Annual variable compensation €0 €418,773 (amount awarded in respect of the 2020 financial year and payable in 2021) The Chief Executive Officer’s annual variable portion fully payable in cash corresponds to a percentage of the fixed portion that may reach 150% if all performance objectives are fully achieved. In a spirit of responsibility towards all of the Group's stakeholders who have made efforts or experienced the effects of the coronavirus crisis around the world, Luca de Meo decided, in agreement with the Board of Directors, on May 7, 2020, to waive the benefit of the minimum variable compensation which had initially been set, as part of the compensation policy for the Chief Executive Officer for the year 2020, at 100% of the fixed compensation to be paid in 2020. On February 18, 2021, on the recommendation of the Governance and Compensation Committee, the Board of Directors set the rate of achievement of the performance criteria that determine the amount of annual variable compensation for the Chief Executive Officer in respect of the 2020 financial year.