Groupe Renault - 2020 Universal Registration Document

64 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 01 THE ALLIANCE GROUPE RENAULT THE ALLIANCE 1.2 Overview 1.2.1 The Alliance between the Renault and Nissan groups constitutes the most sustainable and productive multi-cultural strategic collaboration in the automotive industry. For more than 20 years, this partnership has offered a unique, pragmatic and agile model, always able to evolve and integrate new projects and partners. Extended to Mitsubishi group, it forms the largest automotive alliance in the world. The Alliance has proven its leadership in zero-emission vehicles and is developing the innovative technologies of tomorrow’s autonomous, connected and affordable vehicles. The Alliance aims to create value for each partner and for all stakeholders (employees, customers, suppliers, etc .). History 1.2.2 On March 27, 1999, Renault and Nissan Motor Co. Ltd (“Nissan”) entered into the founding agreement of the Alliance, the Alliance and Equity Participation Agreement (the “AEPA”). Under the provisions of the AEPA, Renault acquired a 36.8% stake in Nissan’s share capital and subscribed for share subscription warrants that enabled it to increase its stake first to 39.9% and then to 44.4% of Nissan’s capital. For its part, Nissan was given the opportunity to acquire a stake in Renault in the future. Nissan’s turnaround and the Alliance’s rapid success led the partners to take a new step forward by accelerating the implementation of their financial agreements, and further institutionalizing their commercial and industrial cooperation. Accordingly, on December 20, 2000, Renault and Nissan entered into the Alliance’s second framework agreement, the “Alliance Master Agreement” (the “AMA”), which was reiterated and updated on March 28, 2002 in the “Restated Alliance Master Agreement” (the “RAMA”). Under the AMA and then the RAMA, Renault strengthened its stake in Nissan, and Nissan acquired a 15% stake in Renault’s share capital: on March 1, 2002, Renault increased its stake in Nissan from P 36.8% to 44.4%; on April 6, 2010, a share exchange agreement between Renault, Nissan and Daimler resulted in Renault’s stake in Nissan decreasing from 44.4% to 43.4% at the same time as Daimler entered the capital of Renault and Nissan; and on March 29, 2002 and May 28, 2002, Nissan increased its stake in P Renault to 15% through two capital increases reserved to Nissan Finance Co. Ltd., a wholly-owned subsidiary of Nissan. Pursuant to Article L. 233-31 of the French Commercial Code, the Renault shares held by Nissan Finance Co. Ltd are not taken into account in the calculation of the quorum, and do not confer voting rights, i.e. , the voting rights attached to such shares cannot be exercised at Annual General Meetings. In application of the RAMA, Renault-Nissan B.V. (“RNBV”) was formed on March 28, 2002. This Amsterdam-based company has been owned equally by Renault and Nissan since 2002. It was formed to coordinate the common activities on a global scale and contribute to the preparation of the Alliance’s strategy and mid and long-term planning (see section 1.2.3.2 “Powers of RNBV”). In the context of the increase by the French State’s stake in the share capital of Renault in 2015 and then the introduction of double voting rights, the Board of Directors of Renault authorized, on December 11, 2015, the signing of the following agreements, which the Shareholders’ Annual General Meeting approved on April 29, 2016: a governance agreement entered into on February 4, 2016 P between Renault and the French State, aimed at restricting the free exercise of the French State’s voting rights for certain decisions submitted to Renault’s Shareholders’ Annual General Meeting. This agreement is described in section 5.2.6.2 “Shareholders’ agreements on shares and voting rights of the Company”; and a third amendment to the RAMA signed on December 11, 2015 P between Renault and Nissan that enshrines in particular the constant practice of non-interference of Renault in the governance of Nissan. On November 2, 2017, the French State sold the 14 million Renault shares acquired in 2015. On that occasion, and in accordance with applicable regulations, Renault bought back 1,400,000 shares ( i.e. , 10% of the shares sold by the French State) with the aim of implementing an offer reserved for employees and former employees of the Group. The agreements concluded between with the French State and Nissan remain in force.