Groupe Renault - 2020 Universal Registration Document

448 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 05 GENERAL INFORMATION RELATING TO RENAULT’S SHARE CAPITAL RENAULT AND ITS SHAREHOLDERS The share capital amounts to €1,126,701,902.04 divided into 295,722,284 shares. As at December 31, 2020, this was distributed as follows: the French State held 15.01% of the share capital corresponding to P 22.00% of theoretical voting rights and 28.61% of exercisable voting rights in Renault (excluding the application of the restrictions described in chapter 5.2.6.2 of the Universal registration document); the Nissan group, through its wholly-owned subsidiary Nissan P Finance Co., Ltd., held 15% of Renault’s share capital (unchanged compared to December 31, 2019). However, Nissan Finance Co., Ltd. is not entitled to exercise the voting rights attached to these shares pursuant to the provisions of Article L. 233-31 of the French Commercial Code, owing to Renault’s ownership interest in Nissan Motor Co., Ltd., parent company of Nissan Finance Co., Ltd.; the Daimler group, through its subsidiaries Daimspain, Daimspain P DAG and Daimspain DT, holds 3.10% of the capital and 5.07% of the exercisable voting rights in Renault; Renault’s employees and former employees own 3.48% of the P share capital, including 2.91% via FCPE mutual funds under collective management and 0.57% by employee beneficiaries of free share allocations since the 2016 plan; treasury stock represented 1.53% of the share capital. Under P French law, such shares do not carry voting rights; the free float represented 61.88% of the share capital (compared P with 62.44% as at December 31, 2019); and the members of the Board of Directors together and directly hold P less than 0.5% of the Company’s share capital. To the best of the Company’s knowledge, no other shareholder holds more than 5% of the capital or voting rights, directly or indirectly, alone or in concert, other than the French State or Nissan Finance Co, Ltd. A survey of the holders of Renault bearer shares was conducted on November 30, 2020. This gave an estimated breakdown of the public ownership’s interest by category of major shareholder. At that date: the institutional shareholders owned 44.15% of Renault’s share P capital, it being stated that: French institutional investors held 11.42% of the share capital, P foreign institutional investors held 32.73% of the share capital, and P the 10 largest French and foreign institutional investors held P approximately 18.62% of the share capital; the remaining public ownership in the capital i.e., 17.73% was held P primarily by individual shareholders. Shareholder agreements on shares 5.2.6.2 and voting rights of the Company Absence of in concert action between Renault and Daimler and as at the date of this Universal registration document, there are no shareholder agreement governing relations between the Company’s shareholders, and no in concert actions. Renault and Daimler have declared that they are not acting in concert, directly or indirectly, as defined in Article L. 233-10 of the French Commercial Code. To the best knowledge of the Company, Restrictions on the transfer of shares As part of the long-term strategic Master Cooperation Agreement signed on April 7, 2010 by Renault SA, Nissan Motor Co., Ltd., Renault-Nissan B.V. and Daimler AG, the Parties made the following commitments in accordance with Article L. 22-10-11 of the French Commercial Code: right of first offer: if Daimler wishes to transfer its Renault shares P (either at the end of the lock-up commitment or during that period in case of authorized transfer), Renault benefits from the right of first offer, allowing it to acquire those shares. If Renault chooses not to exercise its right, Daimler may sell its shares to third parties that are not competitors of Renault or propose them for sale on the market; commitment in the event of a hostile public offer: after the end of P the lock-up commitment, Daimler agrees to not tender its shares to a public offer on Renault shares that has not received approval from Renault’s Board of Directors. This commitment will end on termination of the Master Cooperation Agreement. Restrictions on the free exercise of voting rights attached to shares held by the French State In the context of the discussions conducted, on the one hand between Renault and Nissan and on the other between Renault and the French State, to restore the balance between the investments of these two shareholders in Renault, and on this occasion, to ensure the continuity and development of the Alliance, on February 4, 2016, Renault and the French State entered into a governance agreement aimed at restricting the free exercise of the French State’s voting rights in respect of certain decisions submitted to Renault’s Annual General Meeting. This limitation varies depending on the quorum achieved at the Annual General Meeting: if the shareholders attending or represented at the Annual P General Meeting in question own maximum 70% of the shares with voting rights (either single or double voting rights), the French State’s freely exercisable voting rights are capped at 17.9% of the voting rights exercisable; and if the shareholders attending or represented at the Annual P General Meeting in question own more than 70% of the shares with voting rights (either single or double voting rights), the French State’s freely exercisable voting rights are capped at 20% of the voting rights exercisable. Beyond this applicable capping threshold, the French State’s voting rights are exercised in a neutral way, i.e. : at 50% in favor, and 50% against the adoption of ordinary resolutions; P at 66⅔% in favor, and 33⅓% against the adoption of extraordinary P resolutions; and in full for the adoption of resolutions requiring shareholder unanimity. P