Groupe Renault - 2020 Universal Registration Document

421 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 04 STATUTORY AUDITORS’ REPORTS GROUPE RENAULT GROUPE RENAULT: A COMPANY THAT ACTS RESPONSIBLY CORPORATE GOVERNANCE FINANCIAL STATEMENTS RENAULT AND ITS SHAREHOLDERS ANNUAL GENERAL MEETING OF RENAULT ON APRIL 23, 2021 ADDITIONAL INFORMATION However, the French State retains all of its voting rights for decisions which fall within the authority of the Extraordinary General Meeting, except for the most day-to-day decision-making, such as (i) the granting or renewal of ongoing delegations to the management bodies of your company when their conditions comply with the latter’s existing practices, (ii) the granting of stock options, performance shares or shares that give access to the share capital to the benefit of employees and corporate officers of Group Renault, (iii) an amendment to the age limit for the exercise of duties or to the term of office of Board members and executive corporate officers, and (iv) a transfer of registered office (unless abroad). The restrictions to the free exercise of voting rights would cease to apply in exceptional situations, such as the amendment or termination of the “Restated Alliance Master Agreement”, the exercise by Nissan Motor Co. Ltd of voting rights in your company, the announcement of a public offering on your company’s shares, or a shareholder exceeding the threshold of 15% in your company’s capital or voting rights, including Nissan Motor Co. Ltd. The Governance Agreement was concluded on April 4, 2016, renewable by tacit agreement for successive periods of 10 years unless it is terminated at least two years before the expiry of the term. With Nissan Motor Co. Ltd (“Nissan”) Persons concerned Ms. Yu Serizawa and Mr Joji Tagawa, members of your company’s Board appointed upon the proposal of Nissan. “Restated Alliance Master Agreement” On March 28, 2002, your company and Nissan Motor Co. Ltd (“Nissan”) entered into the “Restated Alliance Master Agreement”, which governs the share capital relationship between your company and Nissan and regulates the Alliance’s governance. This agreement specifies the operational terms and conditions of Renault-Nissan B.V. (“RNBV”) as the corporate entity involved in defining the Alliance’s strategy. An initial amendment to the Restated Alliance Master Agreement was signed on April 29, 2005 and submitted for the approval of the Annual General Meeting of May 4, 2006. In its meeting of October 3, 2012, your Board of Directors authorized the signature, on November 7, 2012, of a second amendment to the Restated Alliance Master Agreement, which modifies the composition of the RNBV Executive Board and as a result, the voting arrangements within the Executive Board. This amendment was submitted to the approval of your Annual General Meeting of April 30, 2013. In its meeting of December 11, 2015, your Board of Directors authorized the signature of a governance agreement between your company and Nissan Motor Co. Ltd. concerning the latter's governance of Nissan Motor Co., which constitutes a third amendment to the Restated Alliance Master Agreement. The conditions of this third amendment concern your company’s undertaking (i) to vote in favor of the resolutions proposed by the Board of Directors of Nissan to the Annual General Meeting of Nissan for the appointment, dismissal and compensation of the members of the Board of Directors of Nissan (other than the members appointed upon proposal of your company, (ii) not to submit a resolution to the Annual General Meeting of Nissan that would not have been approved by the Board of Directors of Nissan, and (iii) not to vote in favor of a resolution that has not been supported by the Board of Directors of Nissan. For these resolutions, your company remains free to vote as it sees fit, however, in the event that your company does not comply with its commitment, Nissan may acquire Renault’s shares without the prior approval of your Board of Directors, notwithstanding the provisions of the Restated Alliance Master Agreement, which prevent the parties from increasing, without prior agreement, their respective holdings. The amendment modifies the Restated Alliance Master Agreement without altering its term, which remains indefinite. It has been applicable since it was entered into. This agreement has been approved by the Annual General Meeting of April 29, 2016.