Groupe Renault - 2020 Universal Registration Document

325 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS 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 Multiyear variable compensation The Chief Executive Officer will not receive any multiyear variable compensation. Exceptional compensation The Chief Executive Officer will not receive any exceptional compensation in 2021. Long-term compensation Pursuant to the Company’s compensation principles, a significant proportion of the Chief Executive Officer’s compensation consists of long-term compensation, the vesting of which is subject to performance criteria, to ensure alignment of the Chief Executive Officer’s compensation with shareholder interests. Long-term compensation takes the form of performance shares, allocated annually. The number of performance shares allocated to the Chief Executive Officer is expressed as an absolute number, rather than as a percentage of the salary, so that upward and downward fluctuations in the share price will affect the total value of such long-term compensation. The Chief Executive Officer receives performance shares under the same criteria as the other executives in the Group (see chapter 3.2.5 of this Universal registration document), subject to an additional performance criterion (total shareholder return – TSR) applied to him in his capacity as executive corporate officer. On the recommendation of the Governance and Compensation Committee, the Board of Directors of February 18, 2021 decided that 75,000 performance shares would be allocated to the Chief Executive Officer, representing the maximum number of performance shares that may be awarded in respect of the 2021 financial year. This allocation would represent 0.0253% of Renault SA's share capital. Performance criteria will be measured over a cumulative three-year period (2021, 2022 and 2023). Vesting of performance shares is also subject to a three-year presence condition starting from the date of the allocation by the Board of Directors. The number of shares fully vested by the Chief Executive Officer out of the performance shares allocated to him will depend on the achievement of the following performance criteria: LONG-TERM PERFORMANCE CRITERIA Total shareholder return (TSR) Free cash flow (FCF)* Annual increase in the net revenue per vehicle CO 2 emissions - Carbon footprint ** Target TSR is the market criterion which P reflects variations in share prices, and dividends paid. Relative TSR reflects the value delivered to shareholders, compared to the value created by alternative investments to which they have access. TSR is calculated by reference to P a benchmark, which corresponds to the sum of the average TSR Euro Stoxx Auto & Parts index results and the average Euro Stoxx ex Financials index results (both weighted equally). Free cash flow (FCF) is a key P component of the Company’s growth capacity, as it underlies its capacity for financing the investments necessary for long-term growth and allows dividend payments. This criterion is a key indicator of P the Group's ability to improve its profitability. This criterion corresponds to the P target of reducing the average carbon footprint of passenger cars and light commercial vehicles registered worldwide. It covers greenhouse gases P emitted as a result of the energy consumed by the Company to produce vehicles, as well as most other indirect emissions related to their design, manufacture, marketing, use and end-of-life treatment (see chapter 2.2.3 of the Universal registration document). Weighting (as a percentage of allocation) 25% P 25% P 25% P 25% P Payout rate 0% if the TSR is strictly lower P than the benchmark. 11.25% if the TSR is equal to the P benchmark. 25% if the TSR is equal to or P higher than the benchmark +10% Linear interpolation if TSR is P between the benchmark and the benchmark +10%. 0% if FCF is strictly lower than P the budget. 17.5% if FCF is equal to the P budget 25% if FCF is higher than or P equal to the budget +20%. Linear interpolation if FCF is P between the budget and the budget +20% 0% if the annual increase P percentage is strictly lower than 3% 17.5% if the annual increase P percentage is equal to 3% 25% if the annual increase P percentage is equal to or higher than 4% Linear interpolation if the annual P increase percentage is between 3% and 4%. 0% if the average carbon P footprint emissions is strictly higher than the target 17.5% if the average carbon P footprint emissions is equal to the target 25% if the average carbon P footprint emissions is equal to or the Group target -2.5 points. Linear interpolation if average P carbon footprint is between the Group target -2.5 points and the Group target. As this is a relative criterion, the P amount of the target is not yet known. The Company will disclose the average figure and the relevant level of achievement at the end of the performance period. For reasons of commercial confidentiality, the Company does not P disclose ex-ante the target figures for these criteria. However, it will publish the level of achievement for these criteria at the end of the performance cycle. The 2023 carbon footprint P reduction target is aligned with the 2017-2022 trajectory and the Group's greenhouse gas reduction targets for 2030: i.e. -27% in 2023 compared with 2010. The FCF in the 2021 budget includes €1 billion dividend from RCI Banque. * Objective by 2023 to reduce the carbon footprint (CO 2 emissions) of Groupe Renault‘s passenger and commercial vehicles registered worldwide, excluding AVTOVAZ (the ** integration of AVTOVAZ into the Group's objectives is planned from 2024).