Groupe Renault - 2020 Universal Registration Document

328 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE The variable portion related to attendance at the meetings of the Board of Directors and of committees is preponderant compared to the fixed portion. The advantages of this new allocation policy are that it will prevent the annual maximum amount for directors’ compensation from being exceeded, and there will be a strong correlation between compensation and attendance. The following table sets out the rules for calculating directors’ compensation: Annual fixed portion Annual variable portion Total individual amounts Additional annual fixed portion for Chairmanship Additional annual fixed portion for Lead Independent Director Board of Directors €18,000 €35,000 €53,000 €0 €20,000 CARC €5,000 €15,000 €20,000 €20,000 - Committees (excluding CARC) €5,000 €10,000 €15,000 €10,000 - It is reminded that the Chairman of the Board of Directors does not receive any compensation for his directorship. The amount of compensation for each director will be set by the Board of Directors called to approve the financial statements for the 2021 financial year. Directors’ compensation for the 2021 financial year will be paid in one instalment in 2022. It is specified that the three directors representing employees and the director representing employee shareholders hold employment contracts within subsidiaries of the Company and receive in this respect remuneration that is not related to the exercise of their directorship. Therefore, such remuneration will not be disclosed. In addition, directors are entitled to reimbursement of expenses incurred by them in the exercise of their office, in particular any travel and accommodation expenses in connection with meetings of the Board of Directors and of committees. Compensation of senior executives: performance shares 3.2.5 Legal framework 3.2.5.1 In its eighteenth resolution, the Combined General Meeting on June 12, 2019 authorized the Board of Directors to proceed, on one or more occasions, with free allocations of existing Company shares and/or Company shares to be issued (so-called performance shares) for the benefit of salaried members of staff and/or corporate officers and/or French or non-French companies or groups directly or indirectly related to it, or certain categories thereof, pursuant to the terms of Article L. 225-197-2 of the French Commercial Code. Performance share plans are decided annually by the Board of Directors on the recommendation of the Governance and Compensation Committee. In accordance with best market practices, the vesting of performance shares is subject to (i) performance conditions set by the Board of Directors assessed over a minimum period of three years and (ii) a minimum vesting period of three years. The beneficiary of performance shares must be an employee or corporate officer within Groupe Renault at the vesting date of the shares. In case of departure from Groupe Renault before the vesting date, the beneficiary loses his/her entitlement to the performance shares granted to him/her, except in the case of compulsory or voluntary early retirement. In the event of the death, total or partial invalidity, or extended sick leave of the beneficiary, they retain the benefit of the performance shares, and the performance conditions do not apply. Performance share allocations granted pursuant to the aforementioned authorization are subject to the following caps being observed: the total number of performance shares allocated may not exceed P 2% of the share capital over three years, with a sub-limit of 0.67% of the share capital each year; the total number of performance shares allocated may not exceed P 10% of the share capital on the date on which the Board of Directors decides on their allocation; the number of performance shares allocated to senior executive P officers may not exceed 15% of the total number of shares allocated; the number of performance shares allocated to members of the P Executive Committee may not exceed 30% of the total number of shares allocated, including performance shares allocated to the Chief Executive Officer. Pursuant to the eighteenth resolution of the Combined General Meeting on June 12, 2019, performance share allocations do not result in any dilution for the shareholders, as the performance shares allocated are shares held by the Company itself. The authorization granted at the Annual General Meeting of June 12, 2019 to the Board of Directors to allocate performance shares will expire in 2022.