Groupe Renault - 2020 Universal Registration Document

310 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE Compensation components submitted for approval Amounts paid during the past financial year Amounts awarded in respect of the past financial year or book value Presentation Non-compete indemnity €0 €0 At its meeting held on February 13, 2020, the Board of Directors authorized the conclusion of a non-compete agreement with Mr. Luca de Meo. The Board of Directors considered that it is in Renault’s interest to enter into this non-compete agreement which protects Groupe Renault’s legitimate interests, given the particularly competitive nature of the automotive market, the importance of the functions and the recognized skills of Mr. Luca de Meo in this market, the means available to him, and the sensitive information he holds and to which he can have access. Under this agreement, Mr. Luca de Meo commits, as of the end of his term of office as Chief Executive Officer, not to engage, directly or indirectly, in an activity that competes with those of the Group, on his own behalf, on behalf of companies in the automotive design, construction and marketing sectors (mainly passenger cars and commercial vehicles), or on behalf of automotive suppliers. Application of this clause is limited to: a period of twelve (12) months following the date on which Mr. Luca de Meo P effectively ceases to exercise his term of office; the countries of the European continent and Japan, as well as European and P Japanese vehicle and equipment manufacturers. As consideration for his non-compete obligation, Mr. Luca de Meo will receive from the Company, during the period of application of the agreement (twelve months) and subject to there being no breach of this agreement, gross financial compensation corresponding to one year of gross annual compensation (fixed compensation and annual variable compensation paid in cash), payable in twelve monthly instalments. The gross annual compensation used for this calculation will be the one paid during the twelve months preceding the date of termination of the corporate office. In accordance with the recommendation of the AFEP-MEDEF Code at the time of Mr. Luca de Meo’s departure, the Board of Directors of the Company will decide whether to apply this non-compete agreement and may unilaterally waive it. Furthermore, no compensation will be due in the event of retirement or if Mr. Luca de Meo has reached the age of 65. Top-up pension scheme €0 €0 During its meeting on February 13, 2020, the Board of Directors authorized a top-up pension scheme for Mr. Luca de Meo. The Board of Directors considered that implementing this scheme to the benefit of Mr. Luca de Meo allows the Company to retain and to promote the Chief Executive Officer’s loyalty. The Chief Executive Officer's top-up pension scheme is identical to that arranged for the members of the Group Executive Committee (the so-called “Article 83” and “Article 82” plans). Mandatory defined-contribution pension scheme (Article 83) a) The contributions represent: 3.5% of the gross annual compensation between four and eight times the French P Social Security cap (Band C), paid 2.5% by the Company and 1% by the Chief Executive Officer; then 8% of the gross annual compensation between eight and sixteen times the P French Social Security cap (Band D), paid 5% by the Company and 3% by the Chief Executive Officer. The total amount of the contributions (both Company’s and officer’s share) is capped at a lump sum equal to 8% of eight times the French Social Security Cap. For the 2020 financial year, the Company's contribution amounted to €8,484. Optional defined-contribution pension scheme (Article 82) b) The Chief Executive Officer benefits from the new defined-contribution pension scheme (Article 82) which was set up from July 1, 2020 for the benefit of the corporate officers and members of the Group’s Executive Committee. This new scheme provides for the payment by the Company to a third-party entity (an insurer) of contributions equal to 12.5% of the gross annual compensation (fixed and variable) actually received. For the 2020 financial year, the Company's contribution to the insurer amounted to €81,250 for the benefit of the Chief Executive Officer. The contributions paid in this way do not benefit from any preferential tax or social security regime. For this reason, the Chief Executive Officer receives a lump-sum indemnity equal to the amount of the contribution paid on his behalf to the insurer. Payment of this indemnity to the Chief Executive Officer is concomitant to the payment of the contribution to the insurer and amounted to €81,250 for the 2020 financial year. The contributions and lump-sum indemnity amounts will be dependent on the Company’s performance insofar as the calculation basis includes the variable portion of the compensation which is related to the Group’s results.