Groupe Renault - 2020 Universal Registration Document

420 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 04 STATUTORY AUDITORS’ REPORTS FINANCIAL STATEMENTS Statutory auditors’ special report on related-party 4.3.2 agreements 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. Year ended December 31, 2020 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. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements 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. 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 prior to their approval. We are also required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code ( Code de commerce ) of the continuation of the implementation, during the year ended December 31, 2020, of the agreements 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 commissaires 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 submitted for approval to the Annual General Meeting We hereby inform you that we have not been notified of any agreements authorized during the year ended December 31, 2020 to be submitted to the Annual General Meeting for approval in accordance with Article L. 225-38 of the French Commercial Code ( Code de commerce ). Agreements previously approved by the Annual General Meeting 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, which were approved by the Annual General Meeting in prior years, continued during the year ended December 31, 2020. With the French State, shareholder of your company Persons concerned Mr Thomas Courbe and Mr Martin Vial, Board members of your company representing the French State. Governance Agreement Nature and purpose On December 11, 2015, your Board of Directors authorized the conclusion of a “Governance Agreement” between Renault and the French State which aims to regulate the exercise of voting rights attached to the Renault shares held by the French State. Conditions Pursuant to the authorization granted by your Board of Directors on February 4, 2016, your company has signed with the French State a Governance Agreement under which the voting rights attached to the French State’s shares exceeding a certain percentage of Renault’s total exercisable rights (set at 17.9% in the event of a “usual” quorum, or at 20% in the event of a particularly high quorum) are, in certain cases, exercised in a neutral manner, that is to say in such a way that they do not affect the adoption or rejection of the resolutions concerned by the limitation. The written agreement also describes the conditions for implementing these restrictions with the registrar of your company’s Annual General Meeting. The restriction to the free exercise of voting rights of the French State notably applies to all decisions which fall within the authority of the Ordinary 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’s assets, (iv) related-party agreements that are not approved by the representatives of the French State and (v) buybacks of shares from identified shareholders.