Groupe Renault - 2020 Universal Registration Document

459 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 06 DRAFT RESOLUTIONS 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 delivering any or all of the shares acquired upon exercise of rights iii. attached to securities giving right, through conversion, exercise, redemption or exchange or any other means, to the allocation of shares of the Company, pursuant to applicable regulations; acting on the secondary market or the liquidity of the Renault iv. share through an independent investment services provider pursuant to a liquidity agreement complying with AMF-approved market practices; and more broadly, performing all other transactions currently v. allowed, or that would become authorized or allowed, by applicable laws or regulatory provisions or by the AMF. The acquisition, disposal, transfer, or exchange of these shares may be performed, on one or more occasions, by any means, notably on the market or through over-the-counter transactions, including block trading, including with identified shareholders, using derivative financial instruments or bonds or securities granting access to the Company’s share capital, or by implementing option strategies, within the bounds of applicable regulations. The Annual General Meeting sets: the maximum purchase price (or the counter-value of this amount P on the same date in any other currency), excluding acquisition costs, at €100 per share, and the maximum amount of funds allocated for the completion of the share purchase program at €2,957,222,800, it being specified that in the event of transactions affecting the share capital (splitting or consolidation of shares or free share allocations to shareholders), the price and the maximum amount of funds allocated for the completion of the share purchase program will be adjusted on the basis of the ratio of the number of securities constituting the share capital prior to the transaction compared to the total number after the transaction; (b) if the aim of the share buyback is to enhance share liquidity pursuant to the conditions set out in the AMF General Regulation, the number of shares taken into account to calculate the 10% limit corresponds to the number of shares purchased, minus the number of shares resold during the authorization period. the number of shares which may be acquired at 10% of the shares P constituting the share capital, it being specified that (a) this limit applies to a given amount of the Company’s share capital, to be adjusted if necessary to take into account transactions affecting the share capital subsequent to this Annual General Meeting and As of December 31, 2020, the 10% limit of the share capital corresponded to 29,572,228 Company shares. Within the limits allowed by the applicable regulations, transactions performed by the Board of Directors pursuant to this authorization may take place at any time during the validity of the share buyback program, it being specified that if a public bid for the Company’s stocks is made by a third party, the Board of Directors may not implement this authorization and the Company may not pursue any share purchase program until after the end of the bid period, except in the case of prior authorization having been granted by the Annual General Meeting. Pursuant to the provisions of Article L. 225-210 of the French Commercial Code, the Company may not own more than 10% of the total of its own shares, or more than 10% of any given share category, either directly or through any person acting in their own name on behalf of the Company. All powers are granted to the Board of Directors, including powers of sub-delegation, to implement this authorization, specify, if necessary, its terms, decide on its conditions and, in particular, place all orders on or off the stock market, assign or re-assign the shares acquired to the different purposes pursued in compliance with applicable legal and regulatory conditions, perform all formalities, and, more generally, do all that is required in this respect. Each year, the Board of Directors shall make a report of the transactions performed pursuant to this resolution to the Annual General Meeting. This authorization is granted for a period of eighteen (18) months as from the date of this Annual General Meeting and renders any previous delegation to the same end null and void for the unused portion.