Groupe Renault - 2020 Universal Registration Document

326 GROUPE RENAULT I UNIVERSAL REGISTRATION DOCUMENT 2020 Find out more at group.renault.com 03 COMPENSATION OF DIRECTORS AND CORPORATE OFFICERS CORPORATE GOVERNANCE Obligation of the Chief Executive Officer to hold and retain shares vested as a result of performance share plans The Chief Executive Officer is subject to an obligation to retain 25% of the vested performance shares in his capacity as executive corporate officer, until the end of his term of office. The aim of this requirement is to ensure that the Chief Executive Officer’s interests are sufficiently aligned with those of shareholders. Commitment by the Chief Executive Officer not to engage in risk hedging Pursuant to the AFEP-MEDEF Code recommendations, the Chief Executive Officer will commit, for each performance shares allocation, not to engage in performance share risk hedging. Consequences of the departure of the Chief Executive Officer on the vesting of performance shares In the event of departure from Groupe Renault before the end of the vesting period, the loss or retention of the performance shares allocated to the Chief Executive Officer will depend on the reason for the departure. Departure reason Status of the performance shares not yet vested Dismissal (occuring prior to the last day of the vesting period) Total loss of the rights to performance shares, in case of a dismissal for serious or gross misconduct. Retention, in all other cases of dismissal, prorated to the vesting period. Resignation (occuring prior to the last day of the vesting period) Total loss of the rights to performance shares. Expiry of the term of office Retention of the rights to performance shares, pro-rated to the vesting period. Retention of all rights if the Chief Executive Officer becomes an employee of a Groupe Renault company until the vesting date of the shares. Compulsory or voluntary retirement Retention, without acceleration of the vesting period. The conditions of the plans, including the performance conditions, will continue to apply. Disability/Long-term illness Retention of the rights. The performance criteria are deemed to be fully met. Death Retention of the rights to performance shares for the benefit of heirs or beneficiaries. The performance criteria are deemed to be fully met. Exceptional circumstances The Board of Directors, on the recommendation of the Governance and Compensation Committee, may decide to exceptionally maintain the rights. The allocation rate would be pro-rated in order to take into account the actual presence of the Chief Executive Officer within the Group during the vesting period. There will be no acceleration of the vesting period and the conditions of the plans, including the performance criteria, will continue to apply. Furthermore, there is no acceleration clause on the vesting period of the performance shares in the case of change of control. Compensation for directorship The Chief Executive Officer is not a Director. Therefore, he will not receive any compensation in this respect. Benefits of any kind The Chief Executive Officer benefits from two company cars and one company car with driver. He also benefits from an international healthcare cover and from the same life insurance and supplementary healthcare schemes as for the employees working in France. Service provision agreement No service provision agreement will be entered into between the Company and the Chief Executive Officer. Sign-on bonus The Chief Executive Officer does not receive any sign-on bonus. Termination benefit The Chief Executive Officer is entitled to a severance payment equal to the average of the last two years’ gross fixed and variable annual compensation, payable in one instalment within six months of the departure, in the event of dismissal at the initiative of the Board of Directors and subject to the achievement of performance conditions set by the Board of Directors. This termination benefit will not be paid in the event of dismissal for serious or gross misconduct. The total termination benefit and non-compete indemnity, in the event of the implementation of the non-compete agreement (see below), may not exceed two years of annual fixed and variable compensation. At its meeting held on February 13, 2020, the Board of Directors set the performance conditions for payment of the termination benefit. In order to receive this benefit, the following cumulative conditions should be met over the last two financial years preceding the departure (only one financial year in the event of departure in 2021): a minimum total achievement rate of 80% of the performance P criteria for the annual variable compensation of the Chief Executive Officer; achievement of the Group’s free cash flow target. P Non-compete indemnity 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.