shareholder’s meeting notice · 2019-10-30 · market share in europe, the group’s pc and lcv...

Thursday, June 15, 2017 at 3:15 P.M.

Palais des Congrès

2, place de la Porte Maillot

75017 Paris

Shareholder’smeeting notice

Combined General Meeting

GROUPE RENAULT MIXED GENERAL MEETING - JUNE 15, 2017 Further details at www.groupe.renault.com

Welcome to the Renault Combined General Meeting

Thursday, June 15, 2017 at 3:15 P.M.Palais des Congrès, 2, place de la Porte Maillot75017 Paris

FOR ADDITIONAL INFORMATION

Investors Relations Department

Tol l-free from France only

Or +33 (0)1 76 84 59 99 (France and abroad)

E-mail: [email protected]

WEBCAST OF THE GENERAL MEETING

For shareholders who are unable to attend the General Meeting

in person, there will be a liv e webcast of this meeting on

www.groupe.renault.com, Finance section/General Meeting.

FOR MORE INFORMATION, See the Annual General Meeting section at www.groupe.renault.com/fi nance/actionnaire

General Meeting June 15, 2017 A genda

Renault in 2016

Governance of Renault

D raft resolutions

Statutory Auditors’ R eports

How to participate in the General Meeting

Practical informationsum

ma

ry

p. 04

p. 05

p. 14

p. 29

p. 51

p. 60

p. 66

GROUPE RENAULT // MIXED GENERAL MEETING - JUNE 15, 2017 3

A word from the Chairman

First of all, I would like to renew the expression

of my gratitude for your support and

confidence in Groupe Renault.

Our Annual General Meeting will be held

on June 15. All members of the Executive

Committee, and myself, will be present to

share with you our results for 2016 , as well as

our strategy and actions, and to present the

latest vehicles in our range.

This is first and foremost your General

Meeting. Should you be unable to attend,

you may cast your vote ahead of the

meeting via the Internet or by post.

You may also appoint any individual or legal

entity of your choice as your proxy, or authorize

me, as Chairman of the General Meeting, to

vote on your behalf.

As is the case every year, a number of

resolutions will be submitted for your approval,

which you are asked to consider carefully. I

look forward to welcoming you to Renault’s

Annual General Meeting on June 15.

your annual G eneral M eeting

Dear Madam, dear Sir, dear shareholder ,

From 1:30 pm onwards, you are welcome to visit the exhibition space.

The focus of this year is : electric vehicles and innovation. You will also see our

specially-adapted international vehicles and the ALPINE A110 presented at the

Geneva Motor Show.

EXPORenault

at the Palais des Congrès

Carlos GhosnGroupe Renault Chairman and Chief Executive Officer

GROUPE RENAULT // MIXED GENERAL MEETING - JUNE 15, 20174 Further details at www.groupe.renault.com

W Approval of the annual financial

statements for the financial year ended

December 31, 2016 (1st resolution)

W Approval of the consolidated financial

statements for the financial year ended

December 31, 2016 (2 nd resolution)

W Allocation of profit for the financial year

ended December 31, 2016, determination

of the dividend and its payment date

(3 rd resolution)

W Approval of the statutory auditors’ report

on the related-party agreements and

commitments contemplated by Article L.

225-38 et seq. of the French Commercial

Code (4 th resolution)

W Statutory auditors’ report on the criteria

used for the calculation of the remuneration

of participating shares (titres participatifs)

(5 th resolution)

W Advisory vote on the components of

remuneration due or granted for the

financial year ended December 31,

2016, to Mr. Carlos Ghosn, Chairman and

Chief Executive Officer of the Company

(6 th resolution)

W Vote on the principles and criteria for

determining, allocating and granting the

fixed, variable and exceptional components

making up the remuneration and the

benefits in any kind attributable to the

Chairman and Chief Executive Officer of

the Company for the financial year ended

December 31, 2017 (7 th resolution)

W Authorization granted to the Board of

Directors in order to trade on the Company’s

shares (8 th resolution)

W Ratification of the cooptation of Mr. Yasuhiro

Yamauchi as director appointed upon

proposal of Nissan (11 th resolution)

W Ratification of the cooptation and renewal

of the term of office of of Mrs. Yu Serizawa

as director appointed upon proposal of

Nissan (12 th resolution)

W Appointment of Mr. Pascal Faure as director

appointed upon proposal of the French

State (13 th resolution)

W Appointment of a new director – Mrs. Miriem

Bensalah Chaqroun (14 th résolution)

W Appointment of a new director – Mrs.

Marie-Annick Darmaillac (15 th resolution)

W Appointment of a new director as a

replacement of a resigning director – Mrs.

Catherine Barba (16 th resolution)

W Conditional renewal of Mr. Benoît Ostertag

term as director representing employee

shareholders (17 th resolution)

W Conditional appointment of Mr. Julien

Thollot as director representing employee

shareholders (18 th resolution)

W Powers to carry out formalities

(19 th resolution)

W Authorization to be granted to the Board of

Directors for the purpose of reducing the

share capital of the Company by cancelling

treasury shares (9 th resolution)

W Amendment of Article 11 of the Company’s

bylaws in order to mention the provisions of

o rder No. 2014-948 of August 20th, 2014

with related to the governance and

transactions on the share capital of

companies with public shareholding

(10 th resolution)

EXTRAORDINARY RESOLUTIONS

ORDINARY RESOLUTIONS

General Meeting June 15, 2017Agenda


2016 keys figures

Renault in 2016

GROUP REVENUES 2016 GROUP OPERATING MARGIN(€ million) (€ million)

51,243+13.1%

VS 2015

3,282 2,3756.4%

of revenues5.2%

of revenues

2016 2015

in 2

016

12.57VERSUS 10.35 IN 2015

EARNINGS PER SHARE(€/share)

in 2

016

3.15VERSUS 2.40 IN 2015

DIVIDEND(€/share)

in 2

016

1,107

FREE CASH FLOW EXCLUDING AVTOVAZ(€ million)

6

RENAULT IN 2016


SALES PERFORMANCE

GROUP REGISTRATIONS WORLDWIDE BY REGION

Passenger cars and light commercial vehicles (units) 2016(1) 2015 Change (in %)

Group 3,182,625 2,808,926 +13.3

Europe Region 1,805,290 1,614,191 +11.8

Renault 1,390,280 1,239,688 +12.1

Dacia 415,010 374,503 +10.8

Americas 354,370 354,072 +0.1

Renault 354,370 354,072 +0.1

Asia-Pacific Region(2) 167,363 124,418 +34.5

Renault 54,885 43,102 +27.3

Dacia 1,381 1,291 +7.0

Renault Samsung Motors 111,097 80,025 +38.8

Africa Middle-East India Region 491,151 360,029 +36.4

Renault 414,249 270,846 +52.9

Dacia 76,902 89,180 -13.8

Renault Samsung Motors 0 3 -100.0

Eurasia Region 364,451 356,216 +2.3

Renault 273,525 270,251 +1.2

Dacia 90,926 85,965 +5.8

(1) Preliminary figures.

(2) Since January 1, 2016, Chinese volumes have been calculated based on final customer deliveries rather than dealership invoices. The 2015 volumes were restated.

2016 KEY FIGURES

20162015

Restated (1) Change

Worldwide Group registrations(2) (million vehicles) 3.18 2.81 +13.3%

Group revenues (€ million) 51,243 45,327 +13.1%

Group operating profit (€ million) 3,282 2,375 +907

(% revenues) 6.4% 5.2 % +1.2 pt s

Group o perating income (€ million) 3,283 2,176 +1,107

Contribution from associated companies (€ million) 1,638 1,371 +267

o/w Nissan (€ million) 1,741 1,976 (235)

o/w AVTOVAZ (€ million) (89) (620) +531

Net income (€ million) 3,543 2,960 +583

Net income, Group share (€ million) 3,419 2,823 +596

Earnings per share (€) 12.57 10.35 +2.22

Automotive excluding AVTOVAZ o perational free cash flow(3) (€ million) 1,107 1,051 +56

Automotive excluding AVTOVAZ n et cash position (€ million) 3,925 2,661 +1,264

Automotive n et cash position (€ million) 2,720 - -

Sales Financing, average performing assets (€ billion) 33.3 28.6 +16.3%

(1) Taxes, which satisfy the definition of tax based on a taxable profit according to IAS 12 “Income Tax” and which were previously presented as operating expenses, have been reclassified under current taxes from 2016 and conversely for taxes not satisfying the definition of tax based on a taxable profit. The presentation of the financial statements for 2015 was restated accordingly .

(2) Since January 1, 2016, Chinese volumes have been calculated based on final customer deliveries rather than dealership invoices. The 2015 volumes were restated.

(3) Operational free cash flow for the Automotive division excluding AVTOVAZ: cash flows (excluding dividends received from publicly listed companies) minus property, plant and equipment and intangible investments net of disposals +/- change in working capital requirement.

3,182,625PC + LCV in 2016

7

GENERAL MEETING JUNE 15, 2017

A GENDA GOVERNANCE OF RENAULT

STATUTORY AUDITORS’ REPORTS

HOW TO PARTICIPATE IN THE GENERAL

MEETING PRACTICAL

INFORMATION

GROUPE RENAULT // MIXED GENERAL MEETING - JUNE 15, 2017

EUROPE

Locations:

Batilly, Caudan, Choisy-le-Roi,

Cléon, Dieppe, Douai, Flins Grand-

Couronne, Le Mans, Maubeuge, Ruitz,

Sandouville, St-André-de-l’Eure,

Villeurbanne (France) Cacia (Portugal)

Novo Mesto (Slovenia)

Palencia, Séville Valladolid (Spain)

1,805,290registrations

10.6%market share

In Europe, the Group’s PC and LCV market share increased by 0.5 points

to 10.6%. Registrations were up 11.8% at 1,805,290 vehicles. The

Group’s sales rose in all countries within the Region.

The Renault brand has seen another year of growth, and has become the

second largest automotive brand in Europe.

Its 1,390,280 registrations (+12.1%) gave it a 0.4 point market share

increase to 8.1%.

The main driver of this increase was the successful product range

renewal , including the ESPACE and TALISMAN and the MEGANE family .

Renault maintained its leading position in the B segment city car market ,

thanks to the success of the CLIO and the CAPTUR.

Eleven years after its debut in Europe, the Dacia brand recorded further

growth in registrations in 2016 (+10.8%), and marked record sales of

415,010 over the year.

Renault brand continues to lead the electric vehicle market in Europe.

The Group’s sales grew by 11% to 25,648 vehicles (excluding TWIZY).

ZOE retains its top spot in the PC market with a 16% rise in registrations,

while the KANGOO Z.E. is the leading LCV.

In France, the Groupe Renault had its best sales year for five years. Renault

strengthened its position as the top car brand with a 22.3% PC and LCV

market share, while Dacia hit a record high of 112,000 registrations.

OUTSIDE EUROPE

Americas Region

Locations:

Cordoba (Argentina),

Curitiba (Brazil),

Envigado (Colombia),

Los Andes (Chile)

Cuernavaca (Mexico)

354,370registrations

6.5%market share

Groupe Renault s ales increased by 0.1% on a market which has seen

a 4.1% decline. The Group withstood economic difficulties with a 6.5%

market share (representing a 0.3-points increase).

In Brazil, market share saw a 0.2 points increase to a record 7.5%,

largely due to the success of the DUSTER Oroch, in a market which

contracted by 19.8%.

In Argentina, the Renault brand has continued to reap the benefits of

the market recovery, with registrations up by 24.8% (in the context of an

overall 9.1% market rise).

In Colombia, Renault has set new records for both volume

(51,049 vehicles) and market share (21.3%).

In 2017, the Group will benefit of its brand new SUV range with CAPTUR,

KWID and New KOLEOS as well as the arrival of one-ton-pick-up

ALASKAN .

Asia-Pacific Region

Locations:

Busan (South Korea),

Wuhan (China)


0.4%market share

The Group’s registrations in the region rose by 34.5% to 167,363 units.

In South Korea, Renault Samsung Motors achieved a 38.8% increase in

spite of an overall 0.3% market fall. The market share reached 6.2% (+1.7

points) based on the success of the SM6 and QM6 launches in 2016.

In China, in the wake of the KADJAR launch (the first vehicle produced

locally by the Dongfeng Renault joint venture), Renault recorded a 50.8%

growth in its registrations against an overall 14.0% rise in the market.

The New KOLEOS, launched at the end of 2016, attracted 10,000 orders

over two months.

RENAULT IN 2016 DRAFT

RESOLUTIONS

8

RENAULT IN 2016


Africa Region, Middle East, India

Locations:

Casablanca, Tanger (Morocco)

Chennai, Pune (India)

Oran (Algeria)

Teheran (Iran)


6.2%market share

The Group’s registrations increased by 36.4%, for a market share of

6.2% (+1.7 points).

In India, Renault remained the leading European automotive brand with

sales up by 145.6%. The KWID posted 105,745 registrations. India has

become the Group’s eighth largest market .

Iran saw an 110.7% increase in sales, and market share up 3.7 points to 8.4%.

The Group has reclaimed its position as a major player on the reopened Iranian

market thanks to successful performance from TONDAR and SANDERO .

In North Africa, the Group holds a 38.5% market share, with a

4.9 points rise.

It posted record market share of 51.3% in Algeria, an increase of 15.7 points,

benefiting from local production of SYMBOL .

In Morocco, Dacia and Renault are respectively in first and second

positions, with the Group holding a 37.8% market share and registrations

increasing by 22.5%.

Eurasia Region

Locations:

Bursa (Turkey),

Moscou, Togliatti (Russia),

Pitesti (Romania)


13.0%market share

Registrations increased by 2.3% for a market down 6.3%. The Group’s

market share has therefore risen by 1.1 points to 13.0%.

In Turkey, the Group posted a new sales record with a 4.4% increase in

registrations. New MÉGANE Sedan launch was successful with more than

13,200 orders in the first two-month period.

In Russia, where the market is still falling (-10.8%), Renault has

achieved a record 8.2% market share (a 0.7-point rise), primarily due to

the success of KAPTUR, which has recorded over 14,600 registrations

since its launch in June.

FINANCIAL PERFORMANCE

OPERATING SEGMENT CONTRIBUTION TO GROUP REVENUES

(€ million)

2016 2015

Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year

Automotive excluding AVTOVAZ 9,942 14,136 9,989 14,928 48,995 8,829 12,236 8,802 13,241 43,108

Sales financing 547 560 557 584 2,248 559 573 534 553 2,219

TOTAL 10,489 14,696 10,546 15,512 51,243 9,388 12,809 9,336 13,794 45,327

(%)

Change

Q1 Q2 Q3 Q4 Year

Automotive excluding AVTOVAZ +12.6 +15.5 +13.5 +12.7 +13.7

Sales financing -2.1 -2.3 +4.3 +5.6 +1.3

TOTAL +11.7 +14.7 +13.0 +12.5 +13.1

+13.7%

Automotive excl. AVTOVAZ revenues posted an increase of

9





MEETING PRACTICAL

INFORMATION


The Automotive excluding AVTOVAZ contribution to revenues

amounted to €48,995 million, representing an increase on 2015

(+13.7%). Excluding a 3.9-points negative exchange rate effect, the

Automotive revenues (excluding AVTOVAZ) grew by 17.0%. This increase

is mainly due to:

W a volume effect of 8.9 points linked to the success of new models and

the European market’s momentum;

W a positive 3.9-points price effect mainly due to the impact of new

models and price increases applied in some of the emerging countries

to offset the devaluation of currencies ;

W a growth in sales to partner, which had a positive 2.5-points impact,

primarily due to increased ROGUE production in South Korea and

significant growth in the CKD (Complete Knock Down) business in Iran

and China;

W a favorable product mix effect of 0.7 points, largely due to the launch

of vehicles in the higher market segments (KADJAR, TALISMAN and

MEGANE);

W a 1.4% “other” effect primarily due to the spare parts and used vehicle

growing businesses, together with the consolidation impact of Formula

1 revenues from June 2016.

OPERATING SEGMENT CONTRIBUTION TO GROUP OPERATING MARGIN

(€ million) 2016 2015 restated* Change

Automotive excluding AVTOVAZ 2,386 1,546 +840

% of division revenues 4.9% 3.6% +1.3 pts

Sales financing 896 829 +67%

TOTAL 3,282 2,375 +907

% of Group revenues 6.4% 5.2% +1.2 pts

* Taxes, which satisfy the definition of tax based on a taxable profit according to IAS 12 “Income Tax” and which were previously presented as operating expenses, have been reclassified under current taxes from 2016 and conversely for taxes not satisfying the definition of tax based on a taxable profit. The presentation of the financial statements for 2015 was restated accordingly .

The Automotive excluding AVTOVAZ operating margin rose by €840

million to €2,386 million (4.9% of revenues), owing mainly to:

W growth in volumes (€1,036 million);

W continuing efforts to reduce costs by €18 4 million taking into account

a significant increase in the R&D expenses ;

W an €115 million positive mix/price/enrichment effect, primarily due to

the impact of our new models and price increases in certain emerging

countries;

W raw materials, which have continued to contribute a very favorable

effect of €331 million.

These positive effects offset:

W the extremely adverse currency impact of -€702 million, primarily

reflecting the depreciation of the Pound sterling and the Argentinean

peso;

W the Company’s G&A, which increased by €112 million.

Sales Financing contributed €896 million to the Group’s operating

margin, compared with €829 million in 2015 (an 8.1% increase).

The cost of risk (including country risk) stabilized at a very good level

0.31% of average performing assets (compared with 0.33% at year-end

2015).

Other Group operating income and expenses were neutral at

+ €1 million compared with a net charge of €199 million in 2015. This

balance is due primarly to an accounting profit of €325 million recor ded

following the first full consolidation of AVTOVAZ at December 31, 2016

and to provisions for restructuring, in particular in France, for a total

amount of €283 million. I t is worth noting that no provision has been

booked regarding the diesel investigation in France .

After taking into account other operating income and expenses, the

Group reported operating income of €3,283 million, compared with

€2,176 million in 2015.

The net financial income and expenses represents a net charge of

€323 million compared with the 2015 net expense of €221 million. This

evolution came mostly from lower interest income notably in Argentina

and foreign exchange gains in 2015 .

The contribution of associated companies came to €1,638 million,

primarily including:

W €1,741 million from Nissan (compared with €1,976 million in 2015);

W -€89 million from AVTOVAZ (compared with -€620 million in 2015).

AVTOVAZ made a negative contribution of €89 million, versus the

€620 million loss posted in 2015. This improvement is essentially due

to the sharp drop in impairment losses recognized in 2016 compared

with 2015, and also in part due to the Company’s improved operational

performance.

Moreover, AVTOVAZ losses accounted for in the results of equity affiliates

were capped in 2016 at the value of the investment in Renault’s boo k.

Current and deferred taxes represent a €1,055-million charge , an

increase of €689 million on 2015, of which €728 million was allocated to

current taxes and €327 million to deferred taxes.

Net income came to €3,543 million, compared with €2,960 million in

2015. Net income, Group share, amounted to €3,419 million (compared

with €2,823 million in 2015).


RESOLUTIONS

10

RENAULT IN 2016


AUTOMOTIVE EXCLUDING AVTOVAZ OPERATIONAL FREE CASH FLOW

(€ million) 2016 2015 restated* Change

Cash flow (excluding dividends received from publicly listed companies) 4,362 3,484 +878

Change in working capital requirements 356 648 -292

Tangible and intangible investments net of disposals -3,047 -2,729 -318

Leased vehicles and batteries -564 -352 -212

OPERATIONAL FREE CASH FLOW EXCLUDING AVTOVAZ 1,107 1,051 +56

* Net interest and current taxes paid are now presented on separate line items in the consolidated cash flow statement and interest on derivatives related to financing operations by the Automotive segments are now presented in cash flows from operating activities and no more included in the cash flows financing activities. The presentations of the financial statements for 2015 was restated accordingly .

In 2016, the Automotive division excluding AVTOVAZ reported positive

operational free cash flow of €1,107 million, primarily resulting from:

W cash flows of €4,362 million (+€878 million in comparison with

2015), arising from an improvement in the operational profitability of

the business;

W a €356 million positive change in working capital requirement, despite

an increase in inventories;

W property, plant and equipment and intangible investments, net of

disposals, of €3,047 million, representing an increase of €318 million

on 2015.

Net Capex and net R&D expenses remained at 8.2% of Group revenues

(7.9% in 2015), in line with the Group Plan’s objective to maintain a level

below 9% of revenues.

AUTOMOTIVE NET C ASH POSITION AT DECEMBER 31, 2016

In 2016, Renault’s medium/long-term borrowings totaled approximat ely

€616 million. Renault’s ¥50 billion “Samurai bond” issue strenghtened its

historical presence in the Japanese domestic market.

The Automotive division’s liquidity reserves stood at €15.1 billion at

December 31, 2016. These reserves consisted of:

W €11.8 billion in cash and cash equivalents;

W €3.3 billion in undrawn confirmed credit lines.

At December 31, 2016, RCI Banque had available liquidity of €8.4 billion,

consisting of:

W €4.1 billion in undrawn confirmed credit lines;

W €2.6 billion in central-bank eligible collateral ;

W €1.3 billion in High Quality Liquid Assets (HQLA);

W €0.3 billion in available cash .

CHANGE IN SHAREHOLDER’S EQUITY

Shareholder’s equity was up by €2,421 million to €30,895 million.

2012 2013 2014 2015 2016

Earnings per share (€) 6.51 2.15 6.92 10.35 12.57

Net dividend per share 1.72 1.72 1.90 2.40 3.15

Find the latest Renault shareholder news at www.groupe.renault.com/fi nance/actionnaire

11





MEETING PRACTICAL

INFORMATION


FIVE-YEAR FINANCIAL HIGHLIGHTS

(€ million) 2012 2013 2014 2015 2016

Year-end financial position

Share capital 1,127 1,127 1,127 1,127 1,127

Number of shares and investment certificates outstanding 295,722,284 295,722,284 295,722,284 295,722,284 295,722,284

Overall income from operations

Earnings before tax, amortization, depreciation and provisions(A ) 288 1,429 498 564 1,404

Income tax 135 189 95 160 81

Earnings after tax, amortization, depreciation and provisions 574 1,664 684 663 1,382

Dividends paid 502 504 554 701 917

Earnings per share in Euros

Earnings before tax, amortization, depreciation and provisions(A ) 0.97 4.83 1.68 1.91 4.75

Earnings after tax, amortization, depreciation and provisions 1.94 5.63 2.31 2.24 4.67

Net dividend per share 1.72 1.72 1.90 2.40 3.15

Employees(B )

(A ) Provisions are those recorded during the year, less reversals and applications.

(B ) No employees.

In 2017, the global market is expected to record growth of 1.5% to 2%.

The European and French markets are expected to increase by 2% .

Internationally, the Brazilian and Russian markets are expected to

be stable. On the other hand , China (+5%) and India (+8%) should

continue their momentum .

In this context and including AVTOVAZ, Groupe Renault is aiming to to:

W increase Group revenues beyond the AVTOVAZ impact (at constant

exchange rates)*;

W increase Group operating margin of the Group in euros*;

W generate a positive Automotive operational free cash flow.

* Compared with the 2016 Groupe Renault published results.

(1) As at the date of publication of the Company Registration Document 2016.

2017 OUTLOOK(1)


RESOLUTIONS

12

RENAULT IN 2016


EVOLUTION OF RENAULT SHARE PRICE SINCE THE CREATION OF THE ALLIANCE IN 1999

0

50

100

150

200

250

300

350

400

20001999

03/29/99

2001 2002 2003 2004 2005 2007 2008 20092006 2010 2011

12/31/16

20162013 201520142012

Renault+141.5%

CAC 40+17.1%

RenaultCAC 40

base

17 years of Renault-Nissan cooperation

Shareholders and stock market

BREAKDOWN OF CAPITAL AT DECEMBER 31, 2016

OWNERSHIP STRUCTURE AS PERCENTAGE OF SHARES

58.50%

Public

2.09%

Employees*

15.00%

Nissan

3.10%

Daimler PensionTrust e.V

19.74%

French State

1.57%

Treasury stock

* The portion of shares held by employees and former employees that are taken into account

in this category correspond to shares held in the FCPE mutual fund.

OWNERSHIP STRUCTURE AS % OF EXERCISABLE VOTING RIGHTS(1)

58.95%Public

4.07%

Employees*

3.03%

Daimler AG Pension

Trust e.V

33.95%

French State

(1) See chapter 5.2.6.1 of the 2016 Registration document.

SHAREHOLDER ADVISORY COMMITTEE The Committee deals with all topics which promote communication

with individual shareholders. The Committee members have notably

made considerable improvements to the Finance/Shareholders

section of the Group’s web-site, to the Renault Actu magazine.

The Committee was also behind the creation of the guide for

shareholders.

With the Committee’s support, the team responsible for financial

reporting is continuing its efforts to ensure that education and

transparency are paramount vis-à-vis shareholders.

HE CREATION OF THE ALLIANCE IN 199

13





MEETING PRACTICAL

INFORMATION


2017 AGENDAfor financial announcements

Friday, February 10, 2017

(before market opening)

ANNUAL FINANCIAL RESULTS 2016

Friday, July 28, 2017

(before market opening)

H1 2017 RESULTS

Thursday, April 27, 2017

(after trading)

Q1 2017 REVENUES

Tuesday, October 24, 2017

(after trading)

Q3 2017 REVENUES

Thursday, June 15, 2017

(in the afternoon)

SHAREHOLDERS’ ANNUAL GENERAL MEETING


RESOLUTIONS


* Director with foreign nationality.(1) Mr. Saikawa resigned from his position as a director on December 12, 2016.(2) Ms. Serizawa was coopted as a director by the Board of Directors at its meeting on December 12, 2016, following the resignation of Ms. Koike.

The composition of the Renault Board of Directors aims to ensure balance, competence and ethics.

To achieve this aim, it reviews each candidate for directorship and takes into consideration:

W the shareholder structure and changes

thereto ;

W independence;

W gender balance ;

W a diverse and complementary set of skills,

and their relevance in light of Renault’s

strategy and growth;

W diversity of nationalities;

W knowledge of the markets in which Renault

operates or aims to establish its presence .

Board of Directors in december 2016

Governanceof Renault

PASCALE SOURISSEIndependentDirector

HIROTO SAIKAWA (1)*Directorelected upon proposal of Nissan

FRÉDÉRIC BARRATDirector elected by employees

RICHARD GENTILDirector elected by employees

PHILIPPE LAGAYETTEIndependent Director and Lead Independent Director

OLIVIA QIU*IndependentDirector

YU SERIZAWA (2)*Director appointedupon proposal of Nissan

BENOÎT OSTERTAGDirector electedon proposal of theemployee shareholders

THIERRY DESMARESTIndependentDirector

ÉRIC PERSONNEDirector elected by employees

CHERIE BLAIR*IndependentDirector

PASCAL FAUREDirector appointed by theFrench State

FRANCK RIBOUDIndependentDirector

PATRICK THOMASIndependentDirector

MARC LADREIT DE LACHARRIÈREIndependentDirector

DOMINIQUE DE LA GARANDERIEIndependentDirector

CARLOS GHOSN*Chairman ofthe Board of Directors

ALAIN J.P. BELDA*IndependentDirector

MARTIN VIALDirector appointed by the French State

15


A GENDA RENAULT IN 2016



MEETING PRACTICAL

INFORMATION


INDEPENDENT DIRECTOR RATIO(1)

GENDER BALANCE ON THE BOARD OF DIRECTORS(2)

(1) In accordance with the recommandations of Afep/Medef Code, excluding directors representing employees and director representing employee shareholders.

(2) In accordance with legal provisions, excluding directors representing employees.(3) Mr. Saikawa resigned from his position as a director on December 12, 2016.

DIVERSITY

5 MEMBERS

80% INDEPENDENT

3 MEETINGS

100% ATTENDANCE RATE

APPOINTMENTS AND

GOVERNANCE COMMITTEE

6 MEMBERS

80% INDEPENDENT

5 MEETINGS

91.12% ATTENDANCE RATE

MEMBER OF THE AUDIT, RISK

AND ETHICS COMMITTEE

7 MEMBERS

66.6% INDEPENDENT

2 MEETINGS

87.5% ATTENDANCE RATE

INTERNATIONAL AND

INDUSTRIAL STRATEGIC

COMMITTEE

5 MEMBERS

100% INDEPENDENT

5 MEETINGS

100% ATTENDANCE RATE

COMPENSATION COMMITTEE

14

2

3

Renault is administered by a 19-member Board of Directors, of which 5 are women, and includes:

DIRECTORS elected by the Shareholders’ Annual General

Meeting of which:

2 directors elected upon proposal of Nissan; and

1 director elected upon proposal of the employee shareholders;

DIRECTORS appointed by order, as representatives

of the French State;

DIRECTORS elected by employees.

OUT OF 19 DIRECTORS ARE FOREIGN NATIONALS

6

66.7% 33.3%INDEPENDENT

DIRECTORSNON-INDEPENDENT

DIRECTORS

MENWOMEN

68.75% 31.25%

BOARD COMMITTEES IN DECEMBER 2016

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FRÉDÉRIC BARRAT

ALAIN J-P BELDA

THIERRY DESMAREST

PASCAL FAURE

DOMINIQUE DE LA GARANDERIE

RICHARD GENTIL

MARC LADREIT DE LACHARRIÈRE

PHILIPPE LAGAYETTE

BENOÎT OSTERTAG

ERIC PERSONNE

HIROTO SAIKAWA(3)

PASCALE SOURISSE

PATRICK THOMAS

MARTIN VIAL

Member Chair

GOVERNANCE OF RENAULT

DRAFT RESOLUTIONS

16



Directors representing Nissan whose appointment is subject to the ratification by the Annual General Meeting

Birth date: 07/25/1958

Nationality: Japanese

Date of fi rst appointment: December 2016

Start date of current term of offi ce: December 2016

Current term expires: 2017 AGM

Number of registered shares held: 100

BIOGRAPHY – PROFESSIONAL EXPERIENCE

After a short career at Crédit Lyonnais (Tokyo Branch and Paris head office), Mrs. Serizawa was involved in the creation of InfoPlus Incorporated in 1985, and then founded Forma Corporation in 1992.

Mrs. Serizawa was Senior Advisor for Japan to the World Economic Forum until 2004.

Since 2000, she has also been Advisor to the President of Mori Building Company Limited.

Mrs. Serizawa was coopted by the Board of Directors at its meeting on December 12, 2016, following the resignation of Ms. Koike.

OFFICES AND OTHER FUNCTIONS IN FRENCH AND INTERNATIONAL COMPANIES

CURRENT OFFICES

Listed companies:

None

Non-listed companies:

Chairwoman-and Chief Executive Officer of Forma Corporation (Japan)

Advisor to the President of Mori Building Company, Limited (Japan)

Other legal entities:

Chief Executive Officer for International Affairs, Science and Technology in Society Forum (non-profit organization, Japan)

Director of the Japanese Committee of Honour, Royal Academy of Arts (UK)

Auditor for Daisen-In Temple, Daitokuji (Kyoto, Japan)

OFFICES IN OTHER COMPANIES IN THE PAST FIVE YEARS NO LONGER HELD

DeadlineTerm expired

Secretary General for International Affairs, Science and Technology in Society Forum (Japan)

2013



Date of fi rst appointment: February 2017


Number of registered shares held: N/A

BIOGRAPHY-PROFESSIONAL EXPERIENCE

Yasuhiro Yamauchi was born on February 2, 1956. Mr. Yamauchi holds a degree in Social Sciences from the International Christian University, College of Liberal Arts. He joined Nissan Motor Co., Ltd. i n 1981, where he held various management positions in the Purchasing Department, as well as in RNPO (Renault-Nissan Purchasing Organization). He joined RNPO in April 2008 as Senior Vice President in charge of Purchasing.

In April 2014, Yasuhiro Yamauchi was appointed Alliance Global Vice President, Senior Vice President, Alliance Purchasing, in charge of the convergence of Management and Human Resources of the Renault and Nissan Purchasing, Engineering, Manufacturing & Supply Chain Departments.

In November 2016, he was appointed Chief Competitive Officer of Nissan Motor Co., Ltd. He is responsible for global manufacturing and R esearch and D evelopment, as well as purchasing, manufacturing, supply chain management, R&D, Connected Vehicles and Mobility Services for the Alliance. His role is to ensure that NML maintains its competitiveness in the global market.

Yasuhiro Yamauchi was co-opted by the Board of Directors at its meeting on February 9, 2017.


CURRENT OFFICES

Listed companies:

Chief Competitiveness Officer of Nissan Motor Co., Ltd. (Japan)

Director of Renault Nissan B.V (Netherland)


None


None



None

The Board of Directors, at its meeting of December 12, 2016, coopted Ms. Serizawa as a director upon the proposal of Nissan. This cooptation follows the

resignation of Ms. Koike, for the remaining duration of her term of office, i.e. until the Annual General Meeting of June 15, 2017. It will be proposed to the

General Meeting to ratify this cooptation and renew the office of Ms. Serizawa for a new term of four years at the Annual General Meeting .

The Board of Directors, at its meeting of February 9, 2017, coopted Mr. Yamauchi, Chief Competitiveness Officer of Nissan, as a director upon proposal by

Nissan. This cooptation follows the resignation of Mr. Saikawa, for the remaining duration of his term of office, i.e. until the 2018 Annual General Meeting.

It will be proposed to the Annual General Meeting to ratify this cooptation at its meeting .

YU SERIZAWA

YASUHIRO YAMAUCHI

17





MEETING PRACTICAL

INFORMATION


Director representing the French State whose appointment is proposed to the General Meeting

On February 9, 2017, the Board of Directors decided to implement o rder

No. 2014-948 of August 20, 2014 relating to governance transactions on

the share capital of companies with public shareholding , as amended by

Law No. 2015-990 of August 6, 2015 (the “Order” ) with effect as from

the General Meeting of June 15, 2017.

Pursuant to Article 4 of the Order, the French State will from now on

appoint, by order, one representative to the Board of Directors of the

Company. Furthermore, in accordance with Article 6 of the Order, the

French State will request the appointment of one director within the

Board of Directors of Renault. The French State has indicated that it will

appoint Martin Vial by administrative decree as representative of the

State on the Board of Directors of the Company.

The French State also requested the appointment of Pascal Faure as

a director elected on proposal of the State to the Board of Directors,

pursuant to the provisions of Article 6 of Order No. 2014-948 relating

to governance and capital transactions on publicly held companies. His

appointment will be proposed to the General Meeting .

Director appointed by the French State


Nationality: French


Start date of current term of offi ce: February 2013

Current term expires: N/A



Born on February 1, 1963 in Nice (Alpes-Maritimes), Pascal Faure is an engineering graduate of the École des Mines, and a graduate of the École Polytechnique (1983) and the École Nationale Supérieure des Télécommunications (ENST) in Paris (1988). He began his career in R&D at Bell Laboratories (PA, United States), followed by Apple Computer (CA, United States), and then the Centre National d’Études des Télécommunications (France Télécom/CNET) as a project manager in securing communications and cryptology.

From 1992 to 1995, he worked for the French Budget Ministry on the budget allocation of the administrative policy on IT; he was then appointed as technical advisor responsible for budgetary, tax, employment and land planning affairs for the French Minister for Tourism, and later for the Minister for Land and Cities Planning and Integration.

From 1997 to 2001, Pascal Faure performed the role of Director of Development, Financial Affairs and Deputy to the Director General of the Institut Télécom. He was then appointed Deputy Technical Director at the French Ministry of Defense.

At the same time, he was President of the Association of Telecoms Engineers from 2001 to 2006.

Between 2007 and 2012, Pascal Faure was successively appointed Vice-Chairman of the Conseil Général des Technologies de l’Information (CGTI), then Vice-Chairman of the Conseil Général de l’Industrie, de l’Énergie et des Technologies (CGIET), and finally Vice-Chairman of the Conseil Général de l’Économie, de l’Industrie, de l’Énergie et des Technologies (CGEIET).

From December 2012 to September 2014, Pascal Faure held the position of Director General of competitiveness, industry and services.

On September 18, 2014 he was appointed Directeur général des Entreprises .

Co-founder of the collection of works Territoires de l’information; co-director of works: Nouvelles technologies, nouvel état (1999), Éthique et société de l’information (2000) Media@media (2001).

He is a Knight of the French Legion of Honor (Chevalier de la Légion d’Honneur), an Officer of the French National Order of Merit (Officier de l’Ordre National du Mérite) and an Officer of the Academic Palms (Officier des Palmes Académiques).


CURRENT OFFICES

Listed companies:

Director (representing the French State) of ALSTOM

Member of the Board of Directors (non-voting director) of AREVA SA (France)


Government Representative on the Board of La Poste (France)

Director representing the French State at Bpifrance Participations

Director representing the French State at Bpifrance Investissement


Member of the Committee of the Atomic Energy Commission

Director representing the French State at Mines Paris Tech

Director representing the French State at the French Research Agency for Research



Director representing the French State at Française des Jeux

Director representing the French State at France Télécom

2013

2013

PASCAL FAURE


DRAFT RESOLUTIONS

18



Independent directors whose appointment is proposed to the General Meeting

From 2017, the Board of Directors should comprise 40% women, that is, seven women, it being specified that employee directors are not taken

into account when calculating the gender balance. The Board of Directors currently has five women (Ms. Blair, Ms. de la Garanderie, Ms. Serizawa,

Ms. Sourisse and Ms. Qiu). The term of Ms. de La Garanderie will not be renewed in 2017.

In consequence, it will be necessary to propose the appointment of three new female directors at the Annual General Meeting .


Nationality: Moroccan

Date of fi rst appointment: N/A




Miriem Bensalah Chaqroun , holds an MBA in International Management and Finance from the University of Dallas, Texas (USA).

She held various positions within the Société Marocaine de Dépôt et de Crédit from 1986 to 1989 before joining the Holmarcom Group (her family holding company, among the top five industrial and financial groups in Morocco) starting in 1989. Since then, she has been Group Director and Chief Executive Officer (Vice-President and CEO) of Les Eaux Minérales d’Oulmès.

In 2012, she was elected President of the Confédération Générale des Entreprises du Maroc, the Moroccan employers’ association.


CURRENT OFFICES

Listed companies:

Vice-President and Chief executive officer - Les Eaux Minérales d’Oulmès – Morocco

Director - Eutelsat – France

Director - Suez – France


Director - Holmarcom – Morocco


Member of the Board and Chairman of the Audit Committee of Bank Al Maghrib (Central Bank of Morocco) – Morocco

Chairman - Confédération Générale des Entreprises du Maroc – Morocco

Director - Al Akhawayn University – Morocco

Chairman - Centre Euro-Méditerranéen d’Arbitrage - Morocco



None


Nationality: French





Marie-Annick Darmaillac joined Vivendi in January 2017, where she is CSR Director (Corporate Social Responsibility).

Mrs. Marie-Annick Darmaillac also held the position of Deputy of the Mediator of the French Republic, before being appointed Secretary General of the Public Prosecutor’s Office of the Court of Appeal of Paris and Sub-prefect of the City of Paris until October 2005. She then joined the Bolloré Group, where, as General Secretary Deputy , she was responsible in particular for oversight of the management of the Group’s major talents , as well as ethical and sustainable development issues.

Previously, starting in October 2015, Marie-Annick was the Director of Internal Talent Promotion and Development for the Canal+ group.

As magistrate by training, she successively held the positions of magistrate at the Versailles Court and bureau head at the DGCCRF (the French Directorate-General for Competition, Consumer Affairs and Prevention of Fraud). She was subsequently Deputy Director of Continuing Education at the Ecole Nationale de la Magistrature and Technical Advisor to the French Ministry of Justice.


CURRENT OFFICES

Listed companies:

Permanent Representative of Financière V on the Board of Bolloré

Permanent R epresentative of Financière V on the Board of Financière de l’Odet

Permanent Representative of Socfrance to the Board of Société Industrielle et Financière de l’Artois

Permanent representative of the Société des Chemins de fers & Tramways du Var et du Gard on the Board of Financière Moncey


Pre sident of the Société Immobilière Mount Vernon


None



None

MIRIEM BENSALAH CHAQROUN

MARIE-ANNICK DARMAILLAC

19





MEETING PRACTICAL

INFORMATION


CATHERINE BARBA

Independent Director


Nationality: French





A graduate of ESCP Europe in 1996, Catherine Barba joined the OMD media agency (Omnicom group), where she created and developed the OMD Interactive entity dedicated to online advertising until 1999.

From 1999 to 2003, she joined Marc Simoncini’s iFrance website as Chief Executive Officer to grow the business in France, Belgium, Switzerland and Spain.

In 2003, she created the Cashshore Shopping portal, a cashback site that she sold to the Plebicom group in 2010 with its 500,000 users and 1,200 partner online sales sites.

In 2005, she developed the e-business consulting firm Malinea, which she sold in 2011 to the founders of vente-privee.com, with which she was a partner in the Digital Commerce Factory until 2012.

In 2012, she founded and directed CB Group (Catherine Barba Group) so that she could use her entrepreneurial experience and digital expertise for physical distribution chains and major brands, which she supported in their internal digital and customer-based transformation.

In 2015, she set up her company in New York to bring an international dimension to her business and offer her clients direct contacts with the most innovative players in the digital revolution.

Catherine Barba is a director of the ETAM lingerie brand and an investor in some ten innovative start-up , such as Frenchweb, Leetchi, Recommend, Retency and Reech.

She is very involved in the promotion of women, and she organizes events in Paris (Digital Women’s Day 2013, 2014 and 2015) and New York (Women in Innovation Forum in 2016 and 2017) that put the spotlight on outstanding women who dare and innovate, to help to create a new generation of women entrepreneurs.


CURRENT OFFICES

Listed companies:

ETAM - Member of the Supervisory Board – France


Electronic BUSINESS GROUP - 2017


None



Leetchi

So Shape

2015

2016


DRAFT RESOLUTIONS

20



Directors representing E mployee Shareholders whose appointment is subject to the approval of the Annual General meeting

Following elections held within the Group on January 2nd and 12th of this year, two candidates (Benoît Ostertag and Julien Thollot ) obtained more than

5% of the favorable votes. As such, in accordance with the internal regulations for elections, two resolutions will be submitted to the General Meeting to

appoint the director representing employee shareholders for a period of four years, knowing that, in the event of a tie, the term of office of Benoît Ostertag,

the eldest candidate, would be renewed.


Nationality: French

Date of fi rst appointment: May 2011

Start date of current term of offi ce: April 2013


Number of registered shares held: 101 shares in an FCPE mutual fund


A graduate of the Ecole Centrale de Paris, Benoit Ostertag started his engineering career at Renault in 1990.

He worked as a project manager and team leader in mechanical engineering at the Lardy and Rueil sites. He currently works in the quality department at the Guyancourt Technocentre supporting various Renault engineering projects worldwide.

At the same time, he has served as a CFDT trade union representative on the Works Council since 1996 and on the Renault Central Works Council from 2006 to 2011. Through his professional and trade union career, he has extensive knowledge of Renault, both in France and internationally.

Since 2012, he has been Chairman of the Supervisory Board of the FCPE Actions Renault , a savings plan for employee shareholders.

Since 2015, he has also been the Chairman of the Supervisory Board of the FCPE Renault Mobiliz solidaire , a solidarity-based savings plan for Renault employees based on socially responsible funds. He has represented employee shareholders on the Renault G roup Board of Directors since May 2011.

Convinced that Renault’s performance and sustainability are inseparable from Corporate Social Responsibility (CSR), he is developing and sharing his CSR expertise .


CURRENT OFFICES

Listed companies:

None


Chairman of the Supervisory Board of the FCPE Actions Renault, France

Chairman of the Supervisory Board of the FCPE Renault Mobiliz solidaire, France


None



None

BENOÎT OSTERTAG, DIRECTOR WHOSE REAPPOINTMENT IS PROPOSED

21





MEETING PRACTICAL

INFORMATION


JULIEN THOLLOT, WHOSE APPOINTMENT IS PROPOSED


Nationality: French


Start date of current term of offi ce: N/A




Born in February 1973, Julien Thollot is a graduate of SUPMECA Paris (engineering school), class of 1999. He joined the Groupe Renault in 2001 in the Systems Department and, specifically, the electronics segment. Among his achievements are the introduction and development of new approaches to producing embedded software. After considerable managerial experience, he was given the responsibilities of project manager within the Alliance, more specifically at the heart of the current challenges involving autonomous and connected vehicles.

His extra-professional occupation with the Renault Employee Shareholders’ Association (AASR), of which he is President, and his presence as a member of the FCPE Action Renault Supervisory Board give him in-depth knowledge of Renault’s shareholding structure and legitimacy in those topics.

He looks forward to putting his engineering operational skills, his experience of technical breakthroughs and his knowledge of new technologies to work in order to assist the members of the Board of Directors, ensuring that his peers can form enlightened and well-informed opinions.


CURRENT OFFICES

Listed companies:

None


President, Renault Employee Shareholders’ Association (AASR), France

Member of the Supervisory Board of FCPE Actions Renault , France


None



None


DRAFT RESOLUTIONS

22



FRÉDÉRIC BARRAT, DIRECTOR ELECTED BY EMPLOYEES

ALAIN J.P. BELDA, INDEPENDENT DIRECTOR


Nationality: American




Number of registered shares held: 1,000


CURRENT OFFICES

Listed companies:

Director of Chubb (USA)


Special limited partner of Warburg Pincus (USA)

Director of Oméga Energia Renovavel SA (Brazil)

Director of Banco Indusval & Partners (Brazil)

Director of GPS Serviços (Brazil)

Director of Pet Center Marginal (Brazil)

Director of Camil Alimentos (Brazil)


None



Director of Citibank

Member of the Business Council

Director of Restoque (Brazil )

Director of IBM (USA)

2012

2015

2016

2016


Nationality: French

Date of fi rst appointment: November 2016

Start date of current term of offi ce: November 2016

Current term expires: November 2020



CURRENT OFFICES

Listed companies:

None


None


None



None

Directors sitting at the Board in December 2016

CARLOS GHOSN, CHAIRMAN OF THE BOARD OF DIRECTORS


Nationality: French-Brazilian

Date of fi rst appointment: April 2002





CURRENT OFFICES

Listed companies:

Chairman and Chief Executive Officer of Renault SA (France)

Until March 31, 2017 Chairman and Chief Executive Officer of Nissan Motor Co., Ltd (Japan)

Since April 2017, Chairman of the Board of Directors of Nissan Motor Co., Ltd. (Japan)

Since October 2016, Chairman of the Board of Directors of Mitsubishi Motors Corporation (Japan)


Chairman of Renault s.a.s. (France)

Chairman of Mobiliz Invest (France)

Chairman of the Management Board of Renault-Nissan b.v. (Netherlands)

Chairman of the Management Board of Alliance Rostec Auto b.v. (Netherlands)

Chairman of the Board of Directors of Renault do Brasil (Brazil)


None



None

23





MEETING PRACTICAL

INFORMATION


THIERRY DESMARET, INDEPENDENT DIRECTOR


Nationality: French






CURRENT OFFICES

Listed companies:

Independent Director and Lead Director of Air Liquide (France)


None


President of the Total Foundation



Director of the Musée du Louvre 2014

Director of the École Polytechnique 2014

Chairman of Fondation de l’École Polytechnique 2014

Honorary Chairman of Total SA 2014

Director of Sanofi 2014

Director of Bombardier Inc. 2014

Chairman of the Board of Directors of Total SA 2015

PASCAL FAURE, DIRECTOR APPOINTED BY THE FRENCH STATE

CHÉRIE BLAIR, INDEPENDENT DIRECTOR


Nationality: English





CURRENT OFFICES

Listed companies:

N/A


Founder and Chair, Omnia Strategy LLP, London (England)


Founder and Chairwoman , Cherie Blair Foundation for Women



None

Birth date: 02 /01 /1963

Nationality: French


Start date of current term of offi ce: February 2013




CURRENT OFFICES

Listed companies:

Director (representing the French State) of ALSTOM

Member of the Board of Directors (non-voting director) of AREVA SA (France)


Government Representative on the Board of La Poste (France)

Director representing the French State at Bpifrance Participations

Director representing the French State at Bpifrance Investissement


Member of the Committee of Atomic Energy

Director representing the French State at Mines Paris Tech

Director representing the French State at the French Agency for Research



Director representing the French State at 2013Française des Jeux

Director representing the French State 2013at France Télécom


DRAFT RESOLUTIONS

24



RICHARD GENTIL, DIRECTOR ELECTED BY EMPLOYEES


Nationality: French






CURRENT OFFICES

Listed companies:

None


None


None



None

MARC LADREIT DE LACHARRIE RE, INDEPENDENT DIRECTOR


Nationality: French

Date of fi rst appointment: October 2002





CURRENT OFFICES

Listed companies:

Chairman and Chief Executive Officer of Fimalac (France)

Director of Fermière du Casino Municipal de Cannes (France)

Permanent representative of Fimalac on the Board of Directors of NextRadio TV (France)


Chairman of the Executive Board of the Marc de Lacharrière group (France)

Chairman of the Board of Directors of Agence France Museums (France)

Chairman of the Board of Directors of Fitch group Inc. (USA)

Chairman of the Supervisory Board of Webedia (France)

Director of the Lucien Barrière SAS group (France)

Manager of Fimalac Participations Sarl (Luxembourg)

Permanent Representative of Financière de l’Océan Indien (SAS) on the Board of Directors of Ciel Ltd (Mauritius)

Director of Gilbert Coullier Productions (SAS)


Member of the Institut (Académie des Beaux-Arts)

Honorary Chairman of the French National Committee of Foreign Trade Advisors (Comité National des Conseillers du Commerce Extérieur de la France)

Chairman of the Fondation Culture et Diversité

Member of general interest associations: Conseil artistique des Musées Nationaux



Chairman of the Board of Directors of Fitch 2012Ratings (USA)

Director of the L’Oréal Foundation 2012

Director of the Musée des Arts Décoratifs 2013

Chairman of the Abbaye de Lubilhac 2013endowment fund

Director of the Fondation Bettencourt Schueller 2013

Director of L’Oréal 2014Director of the Casino group 2016

Director of the Fondation Nationale 2016des Sciences Politiques

DOMINQUE DE LA GARANDERIE, INDEPENDENT DIRECTOR


Nationality: French






CURRENT OFFICES

Listed companies:

None


None


Member of the High Council of Transparency International, France

Dean of the Economics division of the École Nationale de la Magistrature

Honorary Chair and founder of the Association Française des Femmes Juristes (AFFJ – French Women Lawyers’ Association)



Director of Holcim France Benelux 2012

25





MEETING PRACTICAL

INFORMATION


BENOÎT OSTERTAG, DIRECTOR ELECTED UPON PROPOSAL OF THE EMPLOYEE SHAREHOLDERS

Birth date: 08 /02 /1965

Nationality: French


Start date of current term of offi ce: A p ril 2013


Number of registered shares held: 101 shares in an FCPE mutual fund


CURRENT OFFICES

Listed companies:

None


Chairman of the Supervisory Board of the FCPE Actions Renault, France

Chairman of the Supervisory Board of the FCPE Renault Mobiliz solidaire, France


None



None


Nationality: French






CURRENT OFFICES

Listed companies:

None


None


None



None

ÉRIC PERSONNE, DIRECTOR ELECTED BY EMPLOYEES

PHILIPPE LAGAYETTE, INDEPENDENT DIRECTOR, LEAD INDEPENDENT DIRECTOR


Nationality: French






CURRENT OFFICES

Listed companies:

Director of Fimalac (France)


Chairman of PL Conseils (France)


Chairman of the Fondation de France

Chairman of the Fondation de Coopération Scientifique pour la recherche sur la maladie d’ Alzheimer



None


DRAFT RESOLUTIONS

26



FRANCK RIBOUD, INDEPENDENT DIRECTOR

HIROTO SAÏKAWA, DIRECTOR ELECTED UPON PROPOSAL OF NISSAN





Current term expires: December 12, 2016



CURRENT OFFICES

Listed companies:

Director and Chairman and Chief Executive Officer of Nissan Motor Co., Ltd. (Japan)


Director of Dongfeng Motor Co., Ltd. (China)


None



Chief Competitive Officer and Vice-Chairman 2017of Nissan Motor Co., Ltd (Japan)


Nationality: French






CURRENT OFFICES

Listed companies:

Chairman of the Board of Directors and Chairman of the Strategic Committee of Danone SA (France)


Director of Bagley Latinoamerica SA (Spain)

Chairman of the Board of Directors of Danone Communities (mutual fund – SICAV) (France)

Director of Rolex SA (Switzerland)

Director of Rolex Holding SA (Switzerland)

Member of the Steering Committee of the Livelihoods Fund (mutual fund – SICAV) (France)

Chairman and Director of Livelihoods Fund for Family

Director of Quiksilver (US)


Chairman of the Steering Committee of Fonds Danone pour l’Écosystème

Member of the Supervisory Board of the Fondation ELA

Member of the Board of the Fondation EPFL Plus

Honorary Member of the Association ELA

Director of RAISE (endowment fund)

Chairman of the Fondation Initiative Autisme



Director and member of the Remuneration 2012Committee of Accor SADirector of Lacoste SA 2012

Director of Omnium Nord Africain (ONA) 2012

Director of the French national agri-foods industry 2013association (Association Nationale des IndustriesAgroalimentaires)

Chief Executive Officer and Chairman 2014of the Executive Committee of Danone SA

Director of Danone SA (Spain) 2015

OLIVIA RONGHONG QIU, INDEPENDENT DIRECTOR


Nationality: French and Chinese






CURRENT OFFICES

Listed companies:

Director of Saint-Gobain SA (France)


None


None



Director and Chief Executive Officer 2013of Alcatel-Lucent Shanghai Bell (China)

Vice-Chairwoman of the Board of Directors of 2013Alcatel-Lucent Qingdao Telecommunications (China)Chairwoman of the Board of Directors 2013of the following companies (China): Alcatel-Lucent Shanghai Bell Enterprise Communications Co. Ltd, Alcatel-Lucent Sichuan Bell Communication System Co. Ltd., Lucent Technologies Qingdao Telecommunications Enterprise Co. Ltd., Lucent Technologies Information and Communications of Shanghai Ltd.

27





MEETING PRACTICAL

INFORMATION


PASCALE SOURISSE, INDEPENDENT DIRECTOR

YU SERIZAWA, DIRECTOR APPOINTED UPON PROPOSAL OF NISSAN




Start date of current term of offi ce: December 12, 2016




CURRENT OFFICES

Listed companies:

None


Chairwoman and Chief Executive Officer of Forma Corporation (Japan)

Advisor to the President of Mori Building Company, Limited (Japan)


Chief Executive Officer for International Affairs, Science and Technology in Society Forum (non-profit organization, Japan)

Director of the Japanese Committee of Honour, Royal Academy of Arts (UK)

Auditor for Daisen-In Temple, Daitokuji (Kyoto, Japan)



Secretary General for International Affairs, Science 2013and Technology in Society Forum (Japan)


Nationality: French






CURRENT OFFICES

Listed companies:

Director, Member of the Appointments and Governance Committee and the Remuneration Committee of Vinci (France)

Director, Chairwoman of the Audit and Ethics Committee and Chair of the End-of-Lifecycle Obligations Monitoring Committee for Areva SA (France)


Chairwoman of Thales International SAS (France)

Chairwoman of Thales Europe SAS (France)

Permanent representative of Thales in her capacity of Director of ODAS (France)

Member of the ODAS Compensation Committee (France)


President of Conseil d’ École de Télécom Paris Tech (France)

Director of the Agence Nationale des Fréquences (France)

Member of the National Academy of Technology (France)



Chairwoman and Chief Executive Officer of Thales 2012Communications & Security SAS (France)

Chairwoman of Thales Services SAS (France) 2012

Member of the Supervisory Board of Thales Alenia 2012Space SAS (France)

Member of the Board of GIFAS (France) 2012

Member of the Board of Directors of DCNS (France) 2012Chairwoman of Thales Canada Inc. (Canada) 2013

Director of Thales UK Ltd (United Kingdom) 2013

Director of Thales Electronics Ltd (United Kingdom) 2013

Member of the Supervisory Board of Thales Nederland 2013BV (Netherlands)Director of Thales USA Inc. (USA) 2013

Director of Australian Defence Industries Pty Ltd (Australia) 2013Director of Thales Australia Holdings Pty Ltd (Australia) 2013Director of Thales Underwater Systems Pty Ltd (Australia) 2013Director of Thales Training & Simulation Pty Ltd (Australia) 2013Director of ATM Pty Ltd (Australia) 2013

Director of Australia Corporate Finance Pty Ltd (Australia) 2013Director of Australia Finance Pty Ltd (Australia) 2013Permanent representative of Thales in her capacity 2015of Director of SOFRESA (France)Director of the Agence Nationale de la Recherche (France) 2016

Mrs. Sourisse has held numerous corporate offices with subsidiaries of Australian Defence Industries. In the interests of clarity and legibility, all of these offices are not listed here.


DRAFT RESOLUTIONS

28



PATRICK THOMAS, INDEPENDENT DIRECTOR

MARTIN VIAL, DIRECTOR APPOINTED BY THE FRENCH STATE

DBirth date: 06/16/1947

Nationality: French

Date of fi rst appointment: 2014 AGM





CURRENT OFFICES

Listed companies:

Member of the Supervisory Board of Laurent Perrier (France)

Chairman of the Remuneration Committee of Laurent Perrier (France)


Member of the Supervisory Board of Leica Camera AG (Germany)

Member of the Supervisory Board of Château Palmer (France)

Chairman of the Supervisory Committee of Ardian Holding (France)

Chairman of the Remuneration Committee of Ardian Holding (France)

Member of the Supervisory Board of Massilly Holding (France)

Manager of SCI Les Choseaux (France)

Offi ces within the Hermès group:

Chairman of the Board and Director of Shang Xia Trading (Shanghai)

Chairman and Director of Full More G roup (Hong Kong)

Autres entités juridiques :

None



Director of Lacoste (France) 2012

Vice-Chairman of the Supervisory Board and 2012Member of the Supervisory Board of Gaulme (France)Manager of Hermès International 2014

Mr. Thomas has held numerous corporate offices within the Hermès group’s subsidiaries. In the interests of clarity and legibility, all of these offices are not listed here.


Nationality: French

Date of fi rst appointment: September 2015




CURRENT OFFICES

Listed companies:

Director of THALES (France)

Director of EDF (France)


Director of Bpif rance SA (France)



Director of Homair Vacances 2014

Director of Business Solutions Capital 2014

Director of Europ Assistance South Africa, 2014 Germany, China, Spain, Italy, Portugal

Chairman of Europ Assistance Brazil, Belgium, 2014France, UK, USA

Chairman of CSA 2014


Ladies and gentlemen,

We have called a General Meeting in order to submit nineteen resolutions to you:

W sixteen resolutions are submitted to the Ordinary General Meeting ;

W two resolutions, the implementation of which will or may cause a change in the Company’s bylaws, are submitted to the Extraordinary General Meeting ;

and

W the last resolution relates to the powers to carry out formalities.

In this report, we will explain the rationale behind each of the resolutions being submitted to the vote of the General Meeting.

The course of business and financial state of the Company during the financial year ending December 31, 2016 are set out in the Registration

D ocument (D ocument de référence) of the Company.

D raft resolutions

30

DRAFT RESOLUTIONS


ORDINARY RESOLUTIONS

APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AND OF THE CONSOLIDATED FINANCIAL STATEMENTS AND ALLOCATION OF PROFITS

The Company’s business situation and fi nancial state for the year ended December 31, 2016 are described in the Company’s Registration Document.

The first two resolutions deal with the approval of the Company’s annual financial statements and consolidated financial statements for the financial year ended December 31, 2016.

The presented accounts have been drawn up in compliance with French statutory and regulatory provisions for the annual financial statements and in accordance with regulations in force, using IFRS (International Financial Reporting Standards), for the consolidated financial statements.

The financial statements show a net profit of €1,382,077,084.87.

The consolidated financial statements show a net profit of €3,542,791,947.46.

It is specified, pursuant to Article 223 quater of French General Tax Code that no costs and expenses referred to in Article 39, paragraph 4, of the French General Tax Code have been incurred for the financial year ended December 31, 2016.

The third resolution deals with the allocation of the profit for the financial year ended December 31, 2016 and the payment of dividends.

The Board of Directors proposes that a dividend of €3.15 per share be distributed to each share of the Company which gives right to collect dividends for the financial year ended December 31, 2016, i.e. a total dividend amounting to €931,525,194.60, on the basis of a number of 295,722,284 shares making up the share capital as of December 31, 2016.

The ex-date for dividend payment would be Wednesday June 21, 2017 and this dividend would be paid as from Friday June 23, 2017.

As a result of this payment, retained earnings would be increased from €7,690,589,977.41 to €8,141,141,867,68.

If , at the time of payment of the dividend balance, the number of shares giving right to a dividend for the financial year ended December 31, 2016 is lower than the maximum number of shares eligible to receive the dividend, especially due to the holding by the Company of its own shares, the distributable profit corresponding to the balance of the dividend that would not have been paid for these shares would be allocated to the “retained earnings” (report à nouveau) item.

Besides, the total amount of the dividend and, thus, the amount of retained earnings, shall be adjusted in order to take into account the issuance of new shares upon exercise of stock-options or the vesting of restricted shares , giving right to a dividend, for the financial year ended December 31, 2016.

Pursuant to Article 158, paragraph 3 2°, of the French General Tax Code, it is specified that the dividend is eligible for a 40% tax relief applicable to individual shareholders who are French tax residents.

Pursuant to the provisions of Article 243 bis of the French General Tax Code, the table below sets out the amounts of each dividend per share, payments eligible for the 40% tax relief provided for in paragraph 3 2° of Article 158 of the French General Tax Code for individuals who are French tax-resident, and distributions not eligible for the 40% tax allowance, which have been granted for the

previous three financial years.

Financial year

2013

Financial year

2014

Financial year

2015

Dividend per shareAmount of income distributed eligible for the 40% allowanceAmount of income distributed not eligible for the 40% allowance

€1.72€1.72

-

€1.90€1.90

-

€2.40€2.40

-

Pres

enta

tion

31


A GENDA RENAULT IN 2016GOVERNANCE OF RENAULT

DRAFT RESOLUTIONS



MEETING PRACTICAL

INFORMATION


FIRST RESOLUTION

Approval of the annual financial statements for the financial year ended December 31, 2016

The General Meeting, having fulfilled the quorum and majority

requirements pertaining to Ordinary General Meetings, after having

reviewed the Board of Directors’ reports and the statutory auditors’ reports

on the annual accounts, approves, as they were presented, the annual

financial statements for the financial year ended December 31, 2016,

comprised of the balance sheet, the income statement and the notes to

the financial statements and showing a net profit of €1,382,077,084.87.

The General Meeting also approves the transactions reflected in these

financial statements or summarized in these reports.

Pursuant to Article 223 quater of French General Tax Code (Code général

des impôts), the General Meeting notes that no costs and expenses

referred to in Article 39, paragraph 4, of the French General Tax Code

have been incurred for the financial year ended December 31, 2016.

SECOND RESOLUTION

Approval of the consolidated financial statements for the financial year ended December 31, 2016



reviewed the Board of Directors’ reports as well as the statutory auditors’

report on the consolidated financial statements, approves, as they

were presented, the consolidated financial statements for the financial

year ended on December 31, 2016, comprised of the balance sheet,

the consolidated income statements and the notes to the financial

statements, prepared in accordance with the provisions of Articles

L. 233-16 et seq. of the French Commercial Code and showing a net

profit of €3,542,791,947.46. The General Meeting also approves the

transactions reflected in these financial statements or summarized in

these reports.

THIRD RESOLUTION

Allocation of profit for the financial year ended December 31, 2016, determination of the dividend and its payment date

The General Meeting, having fulfilled the quorum and majority requirements

pertaining to Ordinary General Meetings, upon recommendation of the

Board of Directors, resolves to distribute the profit for the financial year

as follows:

Profit for the financial year €1,382,077,084.87

Legal reserve -

Balance €1,382,077,084.87

Previous retained earnings €7,690,589,977.41

Distributable profit for the financial year €9,072,667,062.28

Dividends €931,525,194.60

Retained earnings €8,141,141,867.68

It will be distributed to each share of the Company having the right to

collect dividends, a dividend of €3.15 per share. The total amount of the

dividend of €931,525,194.60 has been determined on the basis of a

number of 295,722,284 shares as of December 31, 2016. The ex-date

for dividend payment will be Wednesday June 21, 2017 and this dividend

will be paid as from Friday June 23, 2017.

If , at the time of payment of the dividend balance, the number of shares

giving right to a dividend for the financial year ended December 31, 2016 is

lower than the maximum number of shares eligible to receive the dividend

as indicated above, especially due to the holding by the Company of its own

shares, the distributable profit corresponding to the balance of the dividend

that would not have been paid for these shares would be allocated to the

“retained earnings” (report à nouveau) item.

Besides, the total amount of the dividend and, thus, the amount of

retained earnings, shall be adjusted in order to take into account the

issuance of new shares upon exercise of stock-options or the vesting of

restricted shares , giving right to a dividend for the financial year ended

December 31, 2016. Pursuant to Article 158, paragraph 3 2°, of the

French General Tax Code, the dividend is eligible for a 40% tax relief

applicable to individual shareholders who are French tax residents.

Pursuant to the provisions of Article 243 bis of the French General Tax

Code, the table below sets out the amounts of each dividend per share,

payments eligible for the 40% tax relief provided for in paragraph 3 2° of

Article 158 of the French General Tax Code for individuals who are French

tax-resident, and distributions not eligible for the 40% tax allowance,

which have been granted for the previous three financial years:

Financial

year 2013

Financial

year 2014

Financial

year 2015

Dividends per share €1.72 €1.90 €2.40

Amount of income distributed eligible for the 40% allowance €1.72 €1.90 €2.40

Amount of income distributed not eligible for the 40% allowance - - -

Find the latest Renault shareholder news at www.groupe.renault.com/fi nance/actionnaire

32

DRAFT RESOLUTIONS


FOURTH RESOLUTION

Approval of the statutory auditors’ report on the related-party agreements and commitments contemplated by Article L. 225-38 et seq. of the French Commercial Code

The General Meeting, having fulfilled the quorum and majority requirements pertaining to Ordinary General Meetings, after having reviewed the special

report of the statutory auditors related to the agreements and commitments contemplated by Article L. 225-38 et seq. of the French Commercial Code,

ruling on this report, approves this report, takes note of the absence of any agreements entered into during the financial year ended December 31, 2016,

which would not have been approved by the General Meeting of the Company of April 29, 2016 and acknowledges the information relating to the

agreements entered into and authorized during preceding financial years, and which remained effective during the last financial year, and which have

been re-examined by the Board of Directors during its meeting held on February 9, 2017 pursuant to Article L. 225-40-1 of the French Commercial Code.

STATUTORY AUDITOR’S REPORT ON PARTICIPATING SHARES

The fifth resolution proposes that the General Meeting takes note of the information contained in the Statutory Auditor’s report on

the criteria used for determining the remuneration of participating shares, and in particular its variable amount which is linked to the

evolution during the financial year ended December 31, 2016 of the Company’s consolidated turnover in 2016 as determined by

constant methods with reference to a constant structure.

Pres

enta

tion

RELATED-PARTY AGREEMENTS

The fourth resolution relates to the so-called “related-party” agreements referred to in Articles L. 225-38 et seq. of the French

Commercial Code.

No related-party agreement was entered into during the financial year ended December 31, 2016.T he agreement entered into between

the Company and the French State and its implementation agreement with the registrar of the Company, annexed to the aforementioned

agreement and the amendment to the Restated Alliance Master Agreement entered into between the Company and Nissan on December

11, 2015, authorized by the Board of Directors on December 11, 2015 were approved by the General Meeting of the Company held on

April 29, 2016.

Besides, the related-party agreements entered into and authorized during preceding financial years, and which remained effective during

the last financial year, have been re-examined by the Board of Directors during its meeting held on February 9, 2017, in accordance with

the provisions of Article L. 225-40-1 of the French Commercial Code and are mentioned in the Statutory Auditor’s special report. This

special report is reproduced in section 4 of the Company’s 2016 Registration D ocument.

In accordance with applicable laws, these related-party agreements already approved by the General Meeting during the preceding

financial years and which remain in effect are not submitted again to the vote of the General Meeting.

Ruling on the above-mentioned report, the General Meeting is asked to approve such report, to take note of the absence of any

agreements entered into during the financial year ended December 31, 2016 which would not have been approved by the General

Meeting of the Company of April 29, 2016 and to acknowledge the information relating to the agreements and commitments entered

into and authorized during preceding financial years, and which remained effective during the last financial year.

Pres

enta

tion

FIFTH RESOLUTION

Statutory auditors’ report on the criteria used for the calculation of the remuneration of participating shares (titres participatifs )

The General Meeting, having fulfilled the quorum and majority requirements pertaining to Ordinary General Meetings, after having reviewed the special

report of the statutory auditors on the criteria used for the calculation of the remuneration of participating shares, ruling on this report, acknowledges the

information related to the criteria used for the calculation of the remuneration of participating shares (titres participatifs).

33



DRAFT RESOLUTIONS



MEETING PRACTICAL

INFORMATION


EVOLUTION OF THE COMPENSATION POLICY

Element Past Current (2016)

Fixed portion Equal to €1,230,000 Equal to €1,230,000

Variable portion Payment Terms

Payment terms: P 25% of the variable portion is paid immediately in cash; P 75% of the variable portion is paid in shares on a deferred basis and

is subject to an adjustment each year, depending on financial results (85%-115%).

Payment terms: P 25% of the variable portion is paid immediately in cash; P 75% of the variable portion is paid in shares on a deferred basis and is

not subject to any adjustment.

Key changes to payment terms: P Removed adjustment to deferred variable portion; P Number of shares awarded disclosed at the time when deferred variable portion is awarded.

Performance Criteria and Targets

Performance criteria and targets: P Target percentage of the variable portion equal to 150% of the fixed

portion: . Financial performance criteria: 60% of the target variable

portion:- Return on equity: 10% - Group operating margin: 40%- Free cash flow: 40% . No disclosure of payout thresholds for financial performance

criteria . Managerial performance criteria: 40% of target variable

portion:- Monitoring of competitive agreement in France: 10%;- Quality of the environmental commitment: 10%;- Development of a multi-year R&D strategy: 10%;- Corporate Social Responsibility: 10%;- Partnerships: 10%;- Alliance synergies: 10%;

P Maximum variable portion equal to 180% of the fixed portion, contingent on achievement of: . All financial and managerial performance criteria; . Additional performance criteria (group operating margin and free

cash flow): 30% of the fixed portion.

Performance criteria and targets: P Target percentage of the variable portion equal to 120% of the fixed

portion: . Financial performance criteria: 70% of target variable portion:

- Return on equity: 15%- Group operating margin: 35%- Free cash flow: 35% . Disclosure of payout thresholds for financial performance criteria . Managerial performance criteria: 30% of target variable

portion:- Monitoring of competitive agreement in France: 7%;- Quality of the environmental & CSR commitments: 8%;- Partnerships and Alliance synergies: 8%;- Development of a multi-year R&D strategy: 12%;

P Maximum variable portion equal to 180% of the fixed portion, contingent on achievement of: . All financial and managerial performance criteria; . Additional performance criteria (group operating margin and free

cash flow): 60% of the fixed portion.

Key changes to performance criteria and targets: P Reduced target variable portion from 150% to 120%; P Increased weight of quantitative criteria; P Reduced number of qualitative criteria; P Disclosed performance objective targets, payout thresholds and retroactively disclosed financial performance objectives included in the

2016 annual budget.

Long-Term Incentives P Target award of 100,000 performance shares, contingent on achievement of performance criteria measured over a cumulative three-year period . Performance criteria:

TSR vs. sum of (x) average of TSR for Euro Stoxx excluding Financials and (y) average of TSR for Euro Stoxx Automobile & Parts: 33.3% . Automotive operating margin ranking vs. peer panel1: 33.3%

Free cash flow: 33.3%. . Disclosure of payout thresholds for performance objectives

P Vesting period of four years P 25% of performance shares to be retained until the term of office

P Target award of 100,000 performance shares, contingent on achievement of performance criteria measured over a cumulative three-year period . Performance criteria:

- TSR vs. sum of (x) average of TSR for Euro Stoxx excludingFinancials and (y) average of TSR for Euro Stoxx Automobile & Parts: 33.3%- No payout for TSR < Benchmark

- Automotive operating margin vs. average of peer panel1: 33.3%- No payout for COP auto < Average- Free cash flow: 33.3%- No payout for FCF < Budget

. Disclosure of payout thresholds for performance objectives P Vesting period of four years P 25% of performance shares to be retained until the term of office

Key changes to performance criteria and targets: P No pay for performance below threshold achievement of criteria

Outcome P Stronger pay for performance alignment P No reward for failure P Strong at-risk pay P Enhanced transparency

( 1) The panel comprises the following manufacturers: Fiat auto EMEA, PSA Auto, Skoda Brand, Volkswagen Brand and Renault.

34

DRAFT RESOLUTIONS


ADVISORY OPINION ON THE COMPONENTS OF COMPENSATION DUE OR GRANTED TO MR. CARLOS GHOSN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, IN RESPECT OF FINANCIAL YEAR 2016

Pursuant to the sixth resolution proposed to the General Meeting and in accordance with recommendation 26.2 of the Afep/Medef

Corporate Governance Code of listed companies, as revised in November 2016, to which the Company refers in accordance with

Article L. 225-37 of the French Commercial Code, the following components of Mr. Carlos Ghosn’s compensation , either due or granted

in respect of the financial year ended December 31, 2016, are submitted to the advisory opinion of the shareholders.

The relevant elements of compensation relate to: (i) the fixed part, (ii) the annual variable part together with the performance criteria that

contribute to the determination of this amount, (iii) extraordinary remuneration, (iv) stock options, performance shares and multi-annual

variable remuneration plans together with the performance criteria used to determine these compensation components, (v) benefits

linked to taking up or terminating office, (vi) top-up pension scheme and (vii) any other benefits.

It is noted that, if the shareholders issue a negative opinion, the Board of Directors must meet within a reasonable period and examine

the reasons for this vote and the expectations expressed by the shareholders. Following this consultation and on the recommendations

of the Compensation Committee, the Board of Directors will rule on the modifications to be made to the compensation due or awarded

in respect of the closed financial year or the future compensation policy. It must then immediately publish information on the Company’s

web site indicating how it has responded to the vote at the s hareholders’ m eeting and report on this at the next Shareholders’ Meeting.

Pres

enta

tion

35



DRAFT RESOLUTIONS



MEETING PRACTICAL

INFORMATION


COMPONENTS OF THE COMPENSATION DUE OR GRANTED TO MR. CARLOS GHOSN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER, IN RESPECT OF THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

Components of compensation due

or granted in respect of financial year 2016

Amounts or accounting

valuation submitted to the vote Comments

Fixed compensation €1,230,000(amount paid)

The fixed compensation amount was set by the Board of Directors on July 27, 2016 upon recommendation of the Compensation Committee.

This amount has remained unchanged since 2011.

Annual variable compensation €1,414,500(115% of the fixed compensation ) of which:

P €353,625 paid in cash, and;

P €1,060,875 paid in shares on a deferred basis as described in section “Variable compensation paid in shares on a deferred basis” below.

During its meeting held on July 27, 2016, the Board of Directors has determined, upon recommendation of the Compensation Committee, that the variable part of the compensation of the Chairman and Chief Executive Officer corresponds to a percentage of the fixed compensation which may total up to 120% provided all performance criteria are fulfilled, and could represent 180% in the event all performance criteria and additional performance criteria are met.

The performance criteria set by the Board of Directors in respect of financial year 2016 are the following: P three quantitative performance criteria relating to the financial performance (85% maximum):

. return on equity rate (15% maximum); . Group operational margin (35% maximum); . free cash flow (35% maximum); and

P four qualitative criteria relating to managerial skills (35% maximum):

. the monitoring of agreement on competitiveness in France (7% maximum); . the quality of CSR and environmental commitments (8% maximum); . the development of partnerships and synergies of the Alliance (8% maximum), and . the development of a multi-year R&D strategy (12% maximum).

The Board of Directors has ensured that the criteria chosen for the variable amount of the Executive Director ensures the alignment of his interests with the corporate interest of the Company and the interest of the shareholders.

The quantified target for each of the above performance criteria are detailed in section 3.3.2.1 of the 2016 Registration D ocument.

On February 9, 2017, upon proposal of the Compensation Committee, the Board of Directors announced that the achievement level for the financial criteria is 85% and the achievement level for qualitative criteria is 30%, broken down as follows:

P quantitative criteria: 85% out of the 85% maximum, broken down as follows: . return on equity rate: 15% out of the 15% maximum; . operational margin: 35% out of the 35% maximum; . free cash flow: 35% out of the 35% maximum;

it being specified that the fulfillment of quantitative performance criteria has been assessed excluding any material changes in the scope of consolidation, such as AVTOVAZ.

P Qualitative criteria: 30% out of the 35% maximum, broken down as follows:

. the monitoring of the agreement on competitiveness in France: 7% out of the 7% maximum, . the quality of CSR and environmental commitments: 5% out of the 8% maximum, . the development of partnerships and synergies of the Alliance: 8% out of the 8% maximum, . the development of a multi-year R&D strategy: 10% out of the 12% maximum.

As a result, the variable compensation in respect of the financial year 2016 amounts to 115% of the fixed part, i.e. €1,414,500 (compared to 145% of the fixed part i.e. €1,783,500, in respect of the financial year 2015, it being specified that the variable part of the compensation of the Chairman and Chief Executive Officer could amount to 150% of the fixed part of the Chairman and Chief Executive Officer compensation , provided all performance criteria were met).

During its meeting held on February 9, 2017, the Board of Directors, upon proposal of the Compensation Committee, has also approved the terms of payment of this variable amount under the following conditions, which are identical to those of 2015:

P 25% paid in cash in 2017, i.e. €353,625;

P the balance i.e. €1,060,875, paid in shares on a deferred basis under the conditions described below ( “Variable compensation paid in shares on a deferred basis”).

Variable compensation paid in shares on a deferred basis

€1,060,875 The vesting of the shares paid as part of the Variable compensation paid in shares on a deferred basis for financial year 2016 is subject to a presence of three years, as from the date of the Board meeting of February 9, 2017, i.e. until February 8, 2020.

The Variable compensation paid in shares on a deferred basis was converted on February 9, 2017 at a stock price of €85.10 (average stock price over the last 20 trading days before the date of the Board deciding the award ) into 12,466 shares.

Multi-annual variable compensation N/A No multi-annual variable compensation .

Exceptional compensation No amount due in respect of the last financial year

No exceptional compensation .

Long-term compensation components: stock-options

N/A No grant.

36

DRAFT RESOLUTIONS






Long-term compensation components: performance shares

€4,360,714(accounting valuation)

Pursuant to the authorization granted by the General Meeting of April 29, 2016 (13th resolution), the Board of Directors decided, on July 27, 2016, upon recommendation of the Compensation Committee, the grant to the Chairman and Chief Executive Officer of 100,000 performance shares for financial year 2016.

The vesting of the 100,000 shares is subject to: P a presence condition of four (4) years, as from the award date, i.e. until July 26, 2020; and P performance criteria, which will be assessed over a cumulative period of three years (financial

years 2016, 2017, 2018), it being specified that the assessment of the performance criteria is made excluding any material changes in the scope of consolidation, such as AVTOVAZ.

Upon recommendation of the Compensation Committee, the Board of Directors has selected, on July 27, 2016, the following performance criteria: P free cash flow, for a third of the shares; P the Automobile operational margin in percentage point compared to the average of a panel of

automobile manufacturers with the same geographic and sector drivers (PSA A uto, Fiat auto EMEA, Volkswagen Brand, Skoda Brand and the Company), for a third of the shares; and P the total shareholder return (TSR), in line with the practices of the CAC 40, for a third of the

shares.The quantified target for each of the above criteria are detailed in section 3.3.2.1 of the 2016 Registration D ocument.

The authorization given by the General Meeting on April 29, 2016 applies to all performance share awards as follows: P the total number of performance shares awarded shall not exceed 1.5% of the share capital in

three years, i.e. on average 0.5% of the share capital per year; P the total number of performance shares awarded to the Chairman and Chief Executive Officer

shall not exceed 15% of the total number of shares awarded .The Chairman and Chief Executive Officer is not subject to a lock-up period in respect of the plan beyond the acquisition period, but he has to retain 25% of the vested shares in his capacity as Executive Director and it, until he ceases to hold office .

Long-term compensation components: other components

N/A No allotment.

Attendance fees €48,000(amount paid)

This gross amount is paid in consideration for his office as director of the Company.The method of calculation applicable to the fees paid to the members of the Board of Directors is as follows: P a fixed amount of €18,000 per year, linked to the directorship ; and P a variable amount of €6,000 per meeting, linked to the attendance of members at meetings

of the Board.The fixed and variable amounts are capped at a total amount of €48,000 per director per year.Mr. Carlos Ghosn does not receive attendance fees for his participation in a potential committee of the Board.

Valuation of any benefits in any kind €5,522(accounting valuation)

This valuation of benefits in kind corresponds to the provision of a company car.

Severance payment N/A There is no severance payment clause for the benefit of the Chairman and Chief Executive Officer.

Non-compete payment No amount due in respect of the last financial year

During its meeting held on February 11, 2015, the Board of Directors authorized the execution of a non-compete agreement between the Company and Mr. Carlos Ghosn pursuant to which the latter undertakes, as of the end of his position as Chief Executive Officer, not to exercise, either directly or indirectly, a competing business with that of the Groupe Renault, either on his own behalf or on behalf of another company.

A competing business with that of the Groupe Renault means design, construction or automotive marketing business (mainly passenger cars and commercial vehicles) carried on in the same geographical and sector fields as the Groupe Renault at the time of termination of the term.

The Board of Directors notably considered (i) the particular competitive nature of the market on which the Group operates, (ii) the importance of the functions and the recognized expertise of Mr. Carlos Ghosn in this market, (iii) the means which are at his disposal, (iv) the sensitive information which Mr. Carlos Ghosn holds or to which he has access to, and (v) the relationships which are developed by the latter within the context of his office , and concluded that it was necessary to protect the legitimate interests of the Groupe Renault through the introduction of this non-compete clause.

In consideration for his non-compete obligation, Mr. Carlos Ghosn will receive from the Company, during the term of the agreement (two years) and subject to the non-infringement of it, a gross financial consideration equal to 2 years of total gross compensation (fixed and variable), payable in 24 monthly payments.

Upon Mr. Carlos Ghosn’s departure, the Board of Directors of the Company will decide whether or not to apply the non-compete clause and may unilaterally waive its application.

The General Meeting of April 30, 2015 approved this non-compete clause.

37



DRAFT RESOLUTIONS



MEETING PRACTICAL

INFORMATION






Top-up pension scheme No amount due in respect of the last financial year

Mr. Carlos Ghosn benefits from the collective top-up pension scheme set up for members of the Groupe Renault Executive Committee. This scheme is open to new beneficiaries.This plan was approved by the Board of Directors during its meetings held on October 28, 2004 and October 31, 2006 and by the General Meeting of April 30, 2010 (10th resolution).This scheme has been confirmed by the Board of Directors on February 12, 2014 and was approved by the General Meeting of April 30, 2014 (7th resolution).The top-up pension scheme includes: (i) a defined contribution scheme and (ii) a top-up defined-benefit pension scheme .(i) Defined contribution scheme (Article L. 242-1 of the French Social Security Code)Mr. Carlos Ghosn benefits from a defined contribution scheme which amount represents 8% of the annual compensation comprised between eight and sixteen times the annual French social security ceiling, with 5% paid by the Company and 3% by Mr. Carlos Ghosn.The commitment of the Company is limited to the payment of its contribution portion with the insurance company in charge of the scheme.(ii) Top-up defined-benefit pension scheme (Article L. 137-11 of the French Social Security Code)Mr. Carlos Ghosn also benefits from a top-up defined-benefit pension scheme , implemented and funded by the Company and the management of which is outsourced with another insurance company.The benefit of this scheme is subject to a minimum length of service condition (5 years minimum within the Company and 2 years minimum at the Group Executive Committee) and to a presence condition of the Executive Officer at the time when he claims his pension rights.The reference compensation used for calculating the amount of the additional pension benefits under the defined benefit plan is equal to the average of the three highest annual total compensation (fixed part and variable part) in the past ten years of activity before retirement.The annuity in respect of this pension scheme amounts to 10% of the reference compensation , plus 1.40 point per year of seniority in the Group Executive Committee beyond 5 years and 0.40 point per year of seniority outside the Group Executive Committee as soon as the seniority within the Company exceeds 5 years.This amount is capped at 30% of the reference compensation .The reference compensation is capped at 65 times the annual French social security ceiling.In any event, the total amount of the Chairman and Chief Executive Officer’s pension shall not exceed 45% of his reference compensation . If such ceiling was to be exceeded, the top-up pension scheme amount would be proportionally reduced.The commitments of the Company with regard to its Chairman and Chief Executive Officer as of December 31, 2016, based on its seniority acquired as of December 31, 2016 is as follows: P €12,893 a year under the defined contribution scheme (as of December 31, 2016); and P €753,012 of annual gross pension under the top-up defined-benefit scheme .

SIXTH RESOLUTION

Advisory vote on the components of compensation due or granted for the financial year ended December 31, 2016, to Mr. Carlos Ghosn, Chairman and Chief Executive Officer of the Company

The General Meeting, consulted in accordance with recommendation 26.2 of the AFEP/MEDEF Corporate Governance Code of listed companies as

amended in November 2016, which is the reference code of the Company pursuant to Article L. 225-37 of the French Commercial Code, and having

fulfilled the quorum and majority requirements for Ordinary General Meetings, gives a favorable opinion on the components of compensation due or

granted for the financial year ended December 31, 2016 to Mr. Carlos Ghosn, Chairman and Chief Executive Officer of the Company, as described in

chapter 3 “Remuneration of senior executive ” of the 2016 Registration D ocument, and mentioned in the report of the Board of Directors of the Company.

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DRAFT RESOLUTIONS


PRINCIPLES AND CRITERIA FOR DETERMINING, ALLOCATING AND GRANTING THE COMPONENTS OF THE COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER, FOR FINANCIAL YEAR 2017


or awarded in respect of financial year 2017 Comments

Fixed compensation The amount of the annual fixed compensation of the Chairman and Chief Executive Officer is €1,230,000. This amount has remained unchanged since 2011.

Annual variable compensation The variable part of the compensation of the Chairman and Chief Executive Officer corresponds to a percentage of the fixed compensation , and its amount is set according to performance criteria. Upon recommendation of the Compensation Committee, such performance criteria are set by the Board of Director, which annually assesses their achievement.

The variable part can amount up to 120% of the fixed compensation , provided that all performance criteria are met, and may represent 180% in case of outperformance by the Chairman and Chief Executive Officer, i.e. in the event (i) all performance criteria are met and (ii) the Groupe Renault operational margin is superior to budget +0.5 point and free cash flows are superior to budget +100%.

The performance criteria set by the Board of Directors in respect of financial year 2017 are the following: P three quantitative performance criteria relating to financial performance (85% maximum): . return on equity rate (15% maximum); . Group operational margin (35% maximum); . free cash flow (35% maximum); and P four qualitative criteria relating to managerial skills (35% maximum): . monitoring of the agreement on competitiveness in France (7% maximum); . the quality of CSR and environmental commitments (8% maximum); . the development of the partnerships and synergies of the Alliance (10% maximum), and . the development of a multi-year R&D strategy (10% maximum).

It is noted that the fulfillment of the Group operational margin and free cash flow criteria for financial year 2017 are assessed excluding any material changes in the scope of consolidation, such as AVTOVAZ.

The terms of payment of the annual variable compensation are the following:

P 25% of the annual variable part is paid in cash;

P the balance (i.e. 75%) is paid in shares on a deferred basis ( “Variable compensation paid in shares on a deferred basis”).

Variable compensation paid in shares on a deferred basis

The vesting of the shares awarded as part of the Variable compensation paid in shares on a deferred basis for financial year 2017 is subject to a presence condition three years, as from the date of the Board meeting that will rule at the beginning of financial year 2018 on the achievement of the performance criteria, i.e. an acquisition in 2021.

The Variable compensation paid in shares on a deferred basis will be converted in shares on the basis of the average Renault share price over the 20 business days before the date on which the Board of Directors will meet in order to set its amount. Such conversion value may evolve upward or downward , in accordance with Renault stock price over the above-mentioned three-year period.

The shares awarded to the Chairman and Chief Executive Officer will be existing shares, so that the above-mentioned grant will have no dilutive effect for shareholders.

The deferred payment in shares of the annual variable compensation enables to reinforce the alignment with the shareholders’ interests..

Multi-annual variable compensation The Chairman and Chief Executive Officer will not be awarded a multi-annual variable compensation .

Exceptional compensation The Chairman and Chief Executive Officer will not be awarded an exceptional compensation during financial year 2017.

Long-term compensation components: stock-options

The Chairman and Chief Executive Officer will not be awarded stock-options during financial year 2017.

VOTE ON THE PRINCIPLES AND CRITERIA FOR DETERMINING, ALLOCATING AND AWARDING THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND THE BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COMPANY FOR FINANCIAL YEAR 2017

Pursuant to the provisions of new Article L. 225-37-2 of the French Commercial Code introduced by Law No. 2016-1691

of December 9, 2016 as well as of Article R. 225-29-1 of the French Commercial Code introduced by Decree No. 2017-340 of

March 16, 2017, the seventh resolution proposes to the General Meeting to approve the principles and criteria for determining,

allocating and granting the fixed, variable and exceptional components making up the total compensation and the benefits of any kind,

attributable to the Chairman and Chief Executive Officer for financial year 2017.

These principles and criteria have been adopted, on February 9, 2017, by the Board of Directors, upon recommendation of the

Compensation Committee.

It is noted that:

W in the event that the resolution is rejected by the General Meeting, the compensation of the Chairman and Chief Executive Officer will be

determined in accordance with the compensation granted for the financial year ended December 31, 2016, pursuant to the provisions of

Article L. 225-37-2, paragraph 4, of the French Commercial Code; and

W the payment of variable and exceptional components of the compensation of the Chairman and Chief Executive Officer for financial

year 2017 is conditional upon the later approval by the Ordinary General Meeting of the Company of the fixed, variable and exceptional

components making up the total compensation and the benefits of any kind, paid or allocated to the Chairman and Chief Executive Officer

for financial year 2017.

Pres

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MEETING PRACTICAL

INFORMATION



or awarded in respect of financial year 2017 Comments

Long-term compensation components: performance shares

Pursuant to the authorization granted by the General Meeting of April 29, 2016 (13th resolution), the Board of Directors decided, on February 9, 2017, upon recommendation of the Compensation Committee, to grant to the Chairman and Chief Executive Officer 100,000 performance shares for financial year 2017. This number, set pursuant to the Company compensation policy pursuant to which the compensation shall be mainly comprised of shares, is unchanged compared to the previous financial year and represents an amount in line with the practice of international groups in the automobile sector.

The vesting by the Chairman and Chief Executive Officer of the 100,000 shares is subject to: P presence condition of four (4) years, as from the award date, which occurred during the meeting of the Board of Directors held on

February 9, 2017, i.e. until February 9, 2021; and P performance criteria which will be assessed over a three-year cumulative period (financial years 2017, 2018, 2019), it being

specified that the achievement of the performance criteria is assessed excluding any material changes in the scope of consolidation, such as AVTOVAZ. In the event no criterion is met, no share will be delivered at the end of the vesting period.

Upon recommendation of the Compensation Committee, the Board of Directors, on February 9, 2017, has chosen the following performance criteria: P free cash flow, for a third of the shares; P the Automobile operational margin in percentage point compared to a panel of other automobile manufacturers with the same

geographic and sector drivers (PSA auto, Fiat auto EMEA, Volkswagen Brand, Skoda Brand and the Company), for a third of the shares; and P the total shareholder return (TSR), in line with the practices of the CAC 40, for a third of the shares.

The quantified target for each of the above criteria are detailed in section 3.3.2.4 of the 2016 Registration document.

The Chairman and Chief Executive Officer is not subject to any lock-up period beyond the vesting period under the plan, but he has to retain 25% of the vested shares in his capacity as Executive Director, until he ceases to hold office .

Long-term compensation components: other components

The Chairman and Chief Executive Officer will not be granted other components of long-term compensation .

Attendance fees The Chairman and Chief Executive Officer will receive attendance fees amounting to a maximum of €48,000 in consideration for his office as director.Given that the aggregate amount of the attendance fees as well as the allocation terms should not be modified during financial year 2017, you can refer to section 3.3.3. of the Registration D ocument for more details.

Valuation of any benefits in kind The Chairman and Chief Executive Officer benefits from a company car.

Severance payment There is no severance payment clause for the benefit of the Chairman and Chief Executive Officer.

Services agreements No services agreement has been entered into between the Company and the Chairman and Chief Executive Officer, so that the Company has no commitment in that respect towards its Chairman and Chief Executive Officer.

Non-compete payment During its meeting on February 11, 2015, the Board of Directors authorized the execution of a non-compete agreement between the Company and the Chairman and Chief Executive Officer, pursuant to which the latter undertakes, as of the end of his position as Chief Executive Officer, not to exercise, either directly or indirectly, a competing business with that of the Groupe Renault, either on his own behalf or on behalf of another company.A competing business with that of the Groupe Renault means design, construction or automotive marketing business (mainly passenger cars and commercial vehicles) carried on in the same geographical and sector fields as the Groupe Renault at the time of termination of the term.The Board of Directors notably considered (i) the particular competitive nature of the market on which the Group operates, (ii) the importance of the functions and the recognized expertise of the Chairman and Chief Executive Officer in this market, (iii) the means which are at his disposal, (iv) the sensitive information which the Chairman and Chief Executive Officer holds or to which he has access to, and (v) the relationships which are developed by the Chairman and Chief Executive Officer within the context of his office , and concluded that it was necessary to protect the legitimate interests of the Groupe Renault through the introduction of this non-compete clause.In consideration for his non-compete obligation, the Chairman and Chief Executive Officer will receive from the Company, during the term of the agreement (2 years) and subject to the non-infringement of it, a gross financial consideration equal to 2 years total gross compensation (fixed and variable), payable in 24 monthly payments.Upon the Chairman and Chief Executive Officer’s departure, the Board of Directors of the Company will decide whether or not to apply the non-compete clause and may unilaterally waive its application.The General Meeting on April 30, 2015 approved this non-compete clause.

Top-up pension scheme The Chairman and Chief Executive Officer benefits from the collective top-up pension scheme set up for members of the Groupe Renault Executive Committee. This scheme is open to new beneficiaries.This plan was approved by the Board of Directors during its meetings held on October 28, 2004 and October 31, 2006 and by the General Meeting of April 30, 2010 (10th resolution).This scheme has been confirmed by the Board meeting of February 12, 2014 and was approved by the General Meeting of April 30, 2014 (7th resolution).The top-up pension scheme includes: (i) a defined contribution scheme and (ii) a top-up defined-benefit pension scheme .(i) Defined contribution scheme (Article L. 242-1 of the French Social Security Code)The Chairman and Chief Executive Officer benefits from a defined contribution scheme which amount represents 8% of the annual compensation (fixed part and variable part) comprised between eight and sixteen times the annual French social security ceiling, with 5% paid by the Company and 3% by the Chairman and Chief Executive Officer.The commitment of the Company is limited to payments of its contribution portion with the insurance company in charge of the scheme.(ii) Top-up defined-benefit pension scheme (Article L. 137-11 of the French Social Security Code)The Chairman and Chief Executive Officer also benefits from a top-up defined-benefit pension scheme , implemented and funded by the Company and which management is outsourced with another insurance company.The benefit of this scheme is subject to a minimum length of service (5 years minimum within the Company and 2 years minimum at the Group Executive Committee) and to a presence condition of the Executive Officer at the time when he claims his pension rights.The reference compensation used for calculating the amount of the annuity under the plan amounts to the average of the three highest annual compensation (fixed part and variable part) in the past ten years of activity before retirement.The annuity amounts to 10% of the reference compensation , plus 1.40 point per year of seniority in the Group Executive Committee beyond five years and 0.40 point per year outside the Group Executive Committee as soon as the seniority within the Company exceeds 5 years.This amount is capped at 30% of the reference compensation .The reference compensation is capped at 65 times the annual French social security ceiling.In any event, the total amount of the Chairman and Chief Executive Officer’s pension shall not exceed 45% of his reference compensation . If such ceiling was to be exceeded, the top-up defined-benefit pension scheme amount would be proportionally reduced.

40

DRAFT RESOLUTIONS


AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS IN ORDER TO TRADE ON THE COMPANY’S SHARES

During 2016 , the Company respectively acquired 5,250 shares and 1,433,626 shares pursuant to the authorization granted by the General Meeting of April 30, 2015 and the one granted by the General Meeting of April 29, 2016.

It used 1,438,876 shares held in treasury to award performance shares, or any other award , issue or transfer of shares to its employees or Executive Officers , in accordance with the authorization granted to the Board of Directors during the General Meetings of April 30, 2015 and of April 29, 2016.

As at December 31, 2016, the Company held 4,649,545 shares, representing 1.57% of the Company’s share capital. Shares held by the Company (treasury shares) are not entitled to dividends or voting rights.

The eighth resolution proposes to the General Meeting to renew the authorization granted to the Board of Directors by the Combined General Meeting of April 29, 2016, subject to adjustments made necessary or advisable by the entry into force of regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, in order to trade on the Company’s shares for a maximum period of eighteen months, this authorization replacing the one that was granted during the last General Meeting.

This authorization would allow to implement a share repurchase program within the 10% share capital limit, corresponding as at

December 31, 2016, to 29,572,228 shares, under the following conditions:

W maximum share purchase price of €120 per share (excluding acquisition costs), it being specified that, in the event of any transaction

on the share capital of the Company, this price would be adjusted accordingly;

W maximum amount of funds allotted to the implementation of the share repurchase program amounting to €3,548.7 million, it being

specified that, in the event of any transaction on the share capital of the Company, this amount would be adjusted accordingly;

W implementation of the share repurchase program at any time and by any means within the limits set forth by applicable laws or

regulatory provisions in effect during the validity period of the share repurchase program, it being specified that as from the filing date

by a third party of a draft tender offer on the Company’s securities until the end of the offer period, the Board of Directors would not

be able to use this authorization, and the Company would not be able to continue the implementation of a share repurchase program

without prior authorization granted by the General Meeting.

The objectives of the share repurchase program subject to the authorization are detailed in the resolution submitted to the vote of the

General Meeting.

It is specified that, in accordance with the provisions of Article L. 225-210 of the French Commercial Code, the Company will not be

entitled to hold, directly or through a person acting in his own name but on the Company’s behalf, more than 10% of all of its own shares,

or more than 10% of any given class of shares.

The Board of Directors will inform the General Meeting called to approve the financial statements for the financial year ended

December 31, 2017 of the transactions implemented pursuant to the present resolution.

Pres

enta

tion

SEVENTH RESOLUTION

Vote on the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components making up the remuneration and the benefits in any kind attributable to the Chairman and Chief Executive Officer of the Company for the financial year ended December 31, 2017

The General Meeting, having fulfilled the quorum and majority requirements pertaining to Ordinary General Meetings after having reviewed the Board

of Directors’ reports, and in accordance with the provisions of Articles L. 225-37-2 and R. 225-29-1 of the French Commercial Code, approves the

principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components making up the compensation and the

benefits in any kind attributable to the Chairman and Chief Executive Officer of the Company for the financial year ended December 31, 2017, which

have been determined by the Board of Directors of the Company upon recommendation of the Compensation Committee, which are detailed in the report

attached to the report mentioned in Articles L. 225-100 and L. 225-102 of the French Commercial Code, as described in chapter 3 “Remuneration of

senior executive ” of the 2016 Registration D ocument and which are mentioned in the report of the Board of Directors of the Company.

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MEETING PRACTICAL

INFORMATION


EIGHTH RESOLUTION

Authorization granted to the Board of Directors in order to trade on the Company’s shares


requirements pertaining to Ordinary General Meetings after having

reviewed the Board of Directors’ report, authorizes the Board of Directors,

with the right to sub-delegate, in accordance with the provisions of

Articles L. 225-209 et seq. of the French Commercial Code, Articles

241-1 et seq. of the General Regulation of the French Financial Market

Authority (Autorité des Marchés Financiers – AMF) and the European

regulation applicable to market abuse, to trade on the Company shares,

under the conditions and subject to the limitations set forth by applicable

regulations, in order to:

i. cancel them, in particular to offset the dilution associated with the

potential exercise of stock-options or the acquisition of consideration-

free shares , subject to the adoption of the ninth resolution submitted

to this General Meeting;

ii. use all or part of the shares acquired to implement any stock-option

plan or consideration-free shares plan, or any other form of award ,

allocation, disposal or transfer to employees and officers of the

Company and its Group and to hedge any transactions related to these

operations, under the conditions provided by law;

iii. deliver any or all of the shares acquired upon exercise of rights attached

to securities giving right, through conversion, exercise, redemption or

exchange or any other manner, to shares of the Company, within the

framework of applicable regulations;

iv. act on the secondary market or the liquidity of the Renault share

through an independent Investment Services Provider pursuant to a

liquidity agreement complying with the code of ethics approved by the

AMF;

v. use all or part of the shares acquired in view of keeping them and

subsequent deliver them by way of exchange or payment in the context

of any external growth transactions in accordance with recognized

market practices and applicable regulation; and

vi. more broadly, perform all other transactions currently admissible, or

that would become authorized or admissible, by applicable laws or

regulatory provisions or by the AMF.

The acquisition, disposal, transfer or exchange of these shares can be

carried out by any means, in particular on the market or over-the-counter

sales (including through the acquisition or disposal of block of shares),

through the use of financial derivatives or the implementation of option-

based strategies, subject to applicable laws.

The General Meeting sets at:

W €120 per share, excluding acquisition costs, the maximum purchase

price (or equivalent value in any other currency at the exchange rate

on the same day) and at €3,548.7 million the maximum amount of

funds allotted to the implementation of the share repurchase program,

it being specified that, in the event of any transaction on the share

capital, such as share splits or reverse splits, free allotment of shares

to the shareholders, the price and the maximum amount of funds

allotted to the implementation of the share repurchase program

will be adjusted through a multiplying factor equivalent to the ratio

between the number of shares making up the share capital before the

transaction and this number after the transaction;

W the number of shares that can be purchased to 10% of the shares

comprising of the share capital, it being specified that (a) this threshold

applies to an amount of capital of the Company that will, as the case

may be, be adjusted to take into account the transactions impacting

the share capital after this General Meeting, (b) when the shares

are repurchased in order to favor the liquidity of the stock under

the conditions set out in the AMF General Regulation, the number of

shares taken into account for the calculation of the 10% threshold

corresponds to the number of shares purchased, decreased by the

number of shares sold during the authorization period and (c) this

number of shares cannot exceed 5% if the shares were acquired by

the Company with a view to their conservation or exchange in the

context of a merger, spin-off or contribution and any external growth

transactions.

As of December 31, 2016, this 10% threshold corresponded to

29,572,228 shares of the Company.

Within the limits permitted by applicable regulations, the transactions

made by the Board of Directors pursuant to the present authorization

may intervene at any time during the period of validity of the share buy-

back program, it being specified that as from the filing date by a third

party of a draft tender offer on the Company’s securities until the end of

the offer period, the Board of Directors will not be able to implement the

present authorization and the Company will not be able to continue the

implementation of a share repurchase program, except in case of prior

authorization given by the General Meeting.

In accordance with the provisions of Article L. 225-210 of the French

Commercial Code, the Company will not be entitled to hold, directly or

through a person acting on his own name but on the Company’s behalf,

more than 10% of all of its own shares, or more than 10% of any given

class of shares.

All powers are granted to the Board of Directors, with the right to sub-

delegate, in order to implement the present authorization, precise, as

necessary, its terms and to set its modalities and in particular to place

order on the market or over the counter, to allocate or reallocate shares

acquired to the different pursued objectives under the applicable legal

or regulatory conditions, to complete any required formalities and more

generally take any necessary action in that respect.

The Board of Directors will inform the General Meeting on a yearly basis

of the transactions implemented pursuant to the present resolution.

This authorization is granted for a maximum period of 18 months as

from the date of this General Meeting; the said authorization cancels and

replaces, up to the amount not yet used, any prior authorization having

the same subject.

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DRAFT RESOLUTIONS


EXTRAORDINARY RESOLUTIONS

REDUCTION IN SHARE CAPITAL THROUGH THE CANCELLATION OF SHARES

The ninth resolution proposes to the General Meeting to authorize the Board of Directors to cancel the shares acquired within the

framework of the share repurchase program, the terms of which are specified in the eighth resolution and to reduce the share capital

accordingly, within the legal threshold of 10% of the share capital per period of twenty-four month.

The cancellation of shares results in a modification of the share capital et consequently a modification of the bylaws, which may only

be authorized by a decision of the Extraordinary General Meeting. The purpose of this resolution is therefore to grant such power to the

Board of Directors.

This authorization will be granted for a period of eighteen months and will replace the one granted by the Extraordinary General Meeting

on April 29, 2016.

Furthermore, we inform you that the Board of Directors did not cancel any of the Company’s shares during the financial year ended

December 31, 2016.

Pres

enta

tion

NINTH RESOLUTION

Authorization to be granted to the Board of Directors for the purpose of reducing the share capital of the Company by cancelling treasury shares


requirements pertaining to Extraordinary General Meetings, after having

reviewed the Board of Directors’ report and the statutory auditors’ special

report, and in accordance with the provisions of Article L. 225-209 et seq.

of the French Commercial Code, authorizes the Board of Directors to

cancel, in one or several installments, in the proportions and at the times

which it sees fit, all or part of the Company shares acquired pursuant

to the implementation of the authorization granted by the shareholders’

Ordinary General Meeting pursuant to Article L. 225-209 of the French

Commercial Code, within the limit of 10% of the total number of shares

making up the share capital per period of twenty-four months (the 10%

threshold applying to an adjusted number of shares, as the case may be,

depending on the transactions which may impact the share capital after

this General Meeting), and to reduce the capital accordingly by allocating

the difference between the repurchase value of the shares and their par

value to any reserve or premium account.

The General Meeting grants to the Board of Directors full powers, with the

right to sub-delegate, under the conditions laid down by law to implement

the present authorization and, in particular, to:

W determine the final amount of this/these capital reductions, set its/

their terms, and acknowledge its/their completion;

W amend the by-laws accordingly; and

W carry out any and all formalities and statements with any organization

and more generally take all other necessary action to implement the

present authorization.

This authorization is granted for a maximum period of 18 months as

from the date of this General Meeting and cancels and replaces any prior

authorization having the same subject.

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MEETING PRACTICAL

INFORMATION


AMENDMENT OF ARTICLE 11 OF THE COMPANY’S ARTICLES OF INCORPORATION SO AS TO MENTION THE PROVISIONS OF ORDER NO. 2014-948 OF AUGUST 20, 2014 WITH RESPECT TO GOVERNANCE AND TRADE IN SHARES OF LISTED COMPANIES

TENTH RESOLUTION

Amendment of Article 11 of the Company’s bylaws in order to mention the provisions of o rder No. 2014-948 of August 20, 2014 with respect to the governance and transactions on the share capital of companies with public shareholding


requirements pertaining to Extraordinary General Meetings, after having

reviewed the Board of Directors’ report, decides to amend Article 11 of

the Company’s bylaws which shall from now on read as follows:

“ARTICLE 11 – Board of Directors – Composition – Term

The Company shall be administered by a Board of Directors comprising:

A/ From 3 to 14 directors appointed by the Shareholders’ General

Meeting, including, as the case may be, pursuant to Article 6 of Order No.

2014-948 dated August 20, 2014.

Directors may be natural persons or legal entities. Legal entities must,

upon appointment, designate a permanent representative who is subject

to the same obligations and the same responsibilities as directors

acting on their own behalf, without prejudice to the joint liability of the

corporation represented.

Subject to the requirements related to the reappointment of Board

members, the term of office of directors is four (4) years.

However, when a director is appointed to replace another director

during his term of office, he shall exercise his functions only during the

remainder of the term of office of his predecessor.

A director must be under the age of seventy-two (72), it being specified

that if the age limit is reached during the term of office, the director

concerned will continue to hold office for the duration of the term,

however the director will not be eligible for reappointment at the expiry

of this term.

Moreover, the number of directors exceeding seventy (70) years of age

cannot be greater than one third of the number of directors.

The duties of directors expire at the end of the Ordinary General Meeting

called to approve the financial statements for the preceding fiscal year,

held in the year during which the said director’s term expires.

In case of vacancy by death or resignation of one or more directorships,

and even if, in spite of these events, the number of directors remains

at least equal to the statutory minimum, the Board of Directors may,

between two General Meetings, proceed with the temporary appointment

of a corresponding number of replacement directors to replace the

directors who have died or resigned.

B/ As the case may be, a French State representative designated pursuant

to Article 4 of Order No. 2014-948 of August 20, 2014.

C/ Directors elected by the employees:

There are three such directors, one of whom shall represent the engineers,

executives and similar. They shall be elected by the employees of the

Company and of its direct or indirect subsidiaries, having registered office

on the French territory.

The term of their office shall be four (4) years. However this shall cease

ipso jure when these representatives no longer fulfill the eligibility

requirements provided for in Article L. 225-28 of the French Commercial

Code, or again in the event of breach of their employment contract in

accordance with Article L. 225-32 of said code .

The status and the modalities of election of these directors are laid

down by the provisions of Articles L. 225-27 to L. 225-34 of the French

Commercial Code and by the present by-laws.

The three directors representing employees shall be elected by separate

electorates:

W one seat for college “engineers – executives and similar” comprising

electors usually voting in the third electorate (for companies having 3

electorates) for the election to the Works Council (Comité d’Entreprise).

In companies or establishments not having three electorates or not

having a Works Council, the classification of “Executive”, as defined

by the Collective Agreements applicable to the companies and

establishments under consideration, shall be used.

This seat shall be filled by a two-round majority vote. Each candidacy

shall comprise the name of the candidate plus that of his possible

replacement;

W two seats for the electorate “other employees”, comprising all the

other employees (two seats). Seats shall be filled by a ballot for lists

by proportional representation, the list with the greatest number of

votes winning, but with no possibility of including a name on one list

in another. Each list shall contain twice as many candidates as the

number of seats to be filled.

In the event of a tie, those candidates who have worked in the Company

longest shall be elected.

Pursuant to the terms of the tenth resolution, it is proposed to the General Meeting to amend Article 11 of the Company’s bylaws in

order to mention the provisions of Order No. 2014-948 of August 20, 2014 related to the governance and transactions on the share

capital of companies with public shareholding.

Pres

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44

DRAFT RESOLUTIONS


Candidates or lists of candidates may be presented either by one or

several representatives organisations under applicable regulations, or by

100 electors.

To be eligible, candidates must be party to an employment contract with

the Company or one of its direct or indirect subsidiaries, with registered

offices on the French territory, this for a minimum of two years prior to

the date of effect of the term of office for which they have been elected,

and corresponding to an effective work.

The number, place and composition of polling stations shall be fixed by

the Company’s establishments and subsidiaries concerned thereby, in

conformity with accepted usage in force for the elections of employee

representatives.

Voting arrangements which are not specified by law or by the present by-

laws, and the exercise conditions of the offices of directors elected by the

employees, shall be laid down by senior management after consultation

of the unions which are representative at the Company’s level.

D/ One director representing the employee shareholders:

The appointment procedure for the director representing employee

shareholders is laid down pursuant to the French Commercial Code, and

by the present by-laws.

His term of office shall be four (4) years.

However, his term of office shall cease ipso jure and the director

representing employee shareholders shall automatically be deemed to

have resigned:

W in the event of loss of his employment with the Company or with of one

of its direct or indirect subsidiaries;

W in the event of loss of his quality as shareholder of the Company, save

if he rectifies this within three months;

W or in the event that the subsidiary of which he is an employee is no

longer controlled by the Company.

In the event of death or resignation, the seat vacated by the director

representing the employee shareholders shall be filled with all dispatch,

in the same conditions as those governing the appointment of the director

vacating the seat. The term of office of the director thus appointed to

replace another shall end at the date the term of office of the replaced

director would have ended.

Designation of candidates:

The calendar for the designation of candidates shall be fixed by the

Chairman of the Board of Directors. It shall be posted in the companies

concerned at least one month prior to the General Meeting called to

appoint the director representing the employee shareholders.

The Chairman of the Board of Directors shall consult the employee

shareholders holding securities with a view to designating their

candidates before holding the General Meeting called to appoint the

director representing the employee shareholders.

Minutes shall be drawn up indicating the number of voting rights polled

by each candidate.

The two candidates having polled the greatest number of votes among

those with a number of votes at least equal to 5% of the employee

shareholders, shall be candidates for election by the Ordinary General

Meeting.

In the event that no candidate attains the threshold of 5%, the two

candidates with the largest number of voting rights shall be presented

for election by the Ordinary General Meeting of Renault shareholders.

Each candidate shall present himself with a substitute who will take the

place of the principal candidate in the event that he definitively leaves

office as director during the term of office to which he is elected. In that

case, the substitute shall replace the principal for the remaining duration

of the latter’s term of office.

In addition to the voting conditions described above, rules drawn up upon

the designation of the director representing the employee shareholders

shall describe the practical terms for this vote.

Appointment procedures:

The director representing employee shareholders shall be appointed

by the Ordinary Shareholders’ Meeting, after a majority vote by the

shareholders present or represented by proxy.”

The remainder of the by-laws remains unchanged.

45



DRAFT RESOLUTIONS



MEETING PRACTICAL

INFORMATION


ELEVENTH RESOLUTION

Ratification of the cooptation of Mr. Yasuhiro Yamauchi as director appointed upon proposal of Nissan

The General Meeting, having fulfilled the quorum and majority requirements pertaining to Ordinary General Meetings, after having reviewed the Board

of Directors’ report, and in accordance with the provisions of Article L. 225-24 of the French Commercial Code, ratifies the appointment, made on a

temporary basis by the Board of Directors on February 9, 2017 of Mr. Yasuhiro Yamauchi, as director appointed upon proposal of Nissan, as a replacement

for Mr. Hiroto Saikawa for the remainder of his term, i.e. until the Ordinary General Meeting ruling on the financial statements for the financial year ending

December 31, 2017.

RATIFICATION OF THE COOPTATION AND RENEWAL OF THE TERM OF OFFICE OF MRS. YU SERIZAWA AS DIRECTOR APPOINTED UPON PROPOSAL OF NISSAN

The twelfth resolution proposes to the General Meeting to:

W ratify, in accordance with the provisions of Article L. 225-24 of the French Commercial Code, the appointment, made on a temporary

basis, of Mrs. Yu Serizawa as director appointed upon proposal of Nissan, as a replacement for Ms. Yuriko Koike, resigning, for the

remainder of her term, i.e. until the present General Meeting; and

W renew the term of office of Mrs. Yu Serizawa for a period of four years, until the end of the General Meeting ruling on the financial

statements of the financial year ending December 31, 2020.

Mrs. Yu Serizawa was born in 1958. She is of Japanese nationality.

A biographic notice (including details of appointments and functions performed) of Mrs. Yu Serizawa is contained in the Shareholders’

Meeting notice in the section entitled “Renault Governance” and in chapter 3 of the 2016 Registration D ocument of the Company.

Pres

enta

tion

RATIFICATION OF THE COOPTATION OF MR. YASUHIRO YAMAUCHI AS DIRECTOR APPOINTED UPON PROPOSAL OF NISSAN

The eleventh resolution proposes to the General Meeting to ratify, in accordance with the provisions of Article L. 225-24 of the French

Commercial Code, the appointment, made on a temporary basis, of Mr. Yasuhiro Yamauchi as director appointed upon proposal of

Nissan, as a replacement for Mr. Hiroto Saikawa, resigning, for the remainder of his term, i.e. until the General Meeting ruling on the

financial statements for the financial year ending December 31, 2017.

Mr. Yasuhiro Yamauchi was born in 1956. He is of Japanese nationality.

A biographic notice (including details of appointments and functions performed) of Mr. Yasuhiro Yamauchi is contained in the Shareholders’


Pres

enta

tion

TWELFTH RESOLUTION

Ratification of the cooptation and renewal of the term of office of Mrs. Yu Serizawa as director appointed upon proposal of Nissan

The General Meeting, having fulfilled the quorum and majority requirements pertaining to Ordinary General Meetings, after having reviewed the Board of

Directors’ report, decides to:

W ratify, in accordance with the provisions of Article L. 225-24 of the French Commercial Code, the appointment, made on a temporary basis by the

Board of Directors on December 12, 2016, of Mrs. Yu Serizawa as director appointed upon proposal of Nissan, as a replacement for Ms. Yuriko Koike,

resigning, for the remainder of her term, i.e. until the present General Meeting; and

W renew the term of office of Mrs. Yu Serizawa, for a period of four years, until the end of the General Meeting ruling on the financial statements of the

financial year ending December 31, 2020.

46

DRAFT RESOLUTIONS


APPOINTMENT OF MR. PASCAL FAURE AS DIRECTOR APPOINTED UPON PROPOSAL OF THE FRENCH STATE

In accordance with the decision of the Board of Directors of February 9, 2017, the provisions of title II of Order No. 2014-948 dated

August 20, 2014 related to the governance and transactions on the share capital of companies with public shareholdings will be

applicable to the Company as of the General Meeting of June 15, 2017.

In accordance with the provisions of Article 4 of the order, the French State will appoint, by order, a representative within the Board of

Directors of the Company.

In addition, in accordance with the provisions of Article 6 of the order, the French State has called upon the appointment of a director

within the Board of Directors of the Company.

The thirteenth resolution proposes to the General Meeting to appoint, upon proposal of the French State, Mr. Pascal Faure, whose

actual term of office as director representing the French State will terminate on the date of the General Meeting in accordance with the

provisions of Order No. 2014-948 dated August 20, 2014, as director.

Mr. Pascal Faure would be appointed for a period of four years, until the end of the General Meeting ruling on the financial statements

of the financial year ending December 31, 2020.

Mr. Pascal Faure was born in 1963. He is of French nationality.

A biographic notice (including details of appointments and functions performed) of this candidate is contained in the Shareholders’

Meeting notice in the section entitled “Renault Governance” and in chapter 3 of the 2016 Registration document of the Company.

Pres

enta

tion

THIRTEENTH RESOLUTION

Appointment of Mr. Pascal Faure as director appointed upon proposal of the French State


Directors’ report, and in accordance with the provisions of Article 6 of Order No. 2014-948 of August 20, 2014 related to the governance and transactions

on the share capital of companies with public shareholdings, appoints, upon proposal of the French State, Mr. Pascal Faure as director for a period of four

years, until the end of the General Meeting ruling on the financial statements of the financial year ending December 31, 2020.

47



DRAFT RESOLUTIONS



MEETING PRACTICAL

INFORMATION


FOURTEENTH RESOLUTION

Appointment of a new director – Mrs. Miriem Bensalah Chaqroun


of Directors’ report, appoints Mrs. Miriem Bensalah Chaqroun as director for a period of four years, until the end of the General Meeting ruling on the

financial statements of the financial year ending December 31, 2020.

APPOINTMENT OF A NEW DIRECTOR – MRS. MARIE-ANNICK DARMAILLAC

The fifteenth resolution proposes to the General Meeting to appoint Mrs. Marie-Annick Darmaillac as director.

This appointment would provide the Board of Directors with an expertise on questions related to ethics and sustainable development,

which are at the very heart of Groupe Renault’s current strategy. Besides, her appointment would strengthen gender balance within the

Board of Directors.

Mrs. Marie-Annick Darmaillac would be appointed for a period of four years, until the end of the General Meeting ruling on the financial


Mrs. Marie-Annick Darmaillac was born in 1954. She is of French nationality.



It is noted that Mrs. Marie-Annick Darmaillac abides by the legal rules and recommendations of the Afep/Medef Corporate Governance

Code of listed companies as revised in November 2016 with respect to overboarding and meets the independence criteria defined by

this code.

Pres

enta

tion

APPOINTMENT OF A NEW DIRECTOR – MRS. MIRIEM BENSALAH CHAQROUN

The fourteenth resolution proposes to the General Meeting to appoint Mrs. Miriem Bensalah as director.

This appointment would reinforce the presence of profiles with a more industrial background within the Board of Directors. This would

also contribute to gender balance within the Board of Directors while strengthening its internationalization.

Mrs. Miriem Bensalah Chaqroun would be appointed for a period of four years, until the end of the General Meeting ruling on the financial


Mrs. Miriem Bensalah was born in 1962. She is of Moroccan nationality.

A biographic notice (including details of appointments and functions performed) of this candidate is contained in the shareholders’


It is noted that Mrs. Miriem Bensalah Chaqroun abides by the legal rules and recommendations of the Afep/Medef Corporate Governance

Code of listed companies as revised in November 2016 with respect to overboarding and meets the independence criteria defined by

this code.

Pres

enta

tion

FIFTEENTH RESOLUTION

Appointment of a new director – Mrs. Marie-Annick Darmaillac


Directors’ report, appoints Mrs. Marie-Annick Darmaillac as director for a period of four years, until the end of the General Meeting ruling on the financial


48

DRAFT RESOLUTIONS


APPOINTMENT OF A NEW DIRECTOR AS A REPLACEMENT FOR A RESIGNING DIRECTOR – MRS. CATHERINE BARBA

The sixteenth resolution proposes to the General Meeting to appoint Mrs. Catherine Barba as director, as a replacement for Mr. Franck

Riboud, resigning, for the remainder of his term, i.e. until the end of the General Meeting ruling on the financial statements of the financial

year ending December 31, 2017.

This appointment would provide the Board of Directors with an expertise on innovations and on digital trends, at a time when digital

technology has become a transformative tool for business and would thus answer the wish expressed by the Board of Directors to open

itself to the sector of new technologies. Besides, her appointment would strengthen gender balance within the Board of Directors.

Mrs. Catherine Barba was born in 1973. She is of French nationality.



It is noted that Mrs. Catherine Barba abides by the legal rules and recommendations of the Afep/Medef Corporate Governance Code of

listed companies as revised in November 2016 with respect to overboarding and meets the independence criteria defined by this code.

Pres

enta

tion

SIXTEENTH RESOLUTION

Appointment of a new director as a replacement for a resigning director – Mrs. Catherine Barbaa


of Directors’ report, acknowledges the resignation of Mr. Franck Riboud from his office as director as of the date of the present General Meeting and

appoints Mrs. Catherine Barba as director, as a replacement for Mr. Franck Riboud, for the remainder of his term, i.e. until the General Meeting approving

the financial statements for the financial year ending December 31, 2017.

49



DRAFT RESOLUTIONS



MEETING PRACTICAL

INFORMATION


APPOINTMENT OF A DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS

Following the elections held from last January 2 to last January 12 within the Groupe Renault, two candidates have received more

than 5% of favorable votes: Mr. Benoît Ostertag and Mr. Julien Thollot . In that respect, and pursuant to the internal rules governing the

election, two resolutions are submitted to the General Meeting in order to appoint the director representing employee shareholders for

a period of 4 years.

Among the two candidacies proposed by the seventeenth resolution and by the eighteenth resolution, only the candidate having

received the highest number of favorable votes will be appointed director representing employee shareholders, it being specified that in

the event of a tie, the term of Mr. Benoît Ostertag, oldest candidate, would be renewed.

The seventeenth resolution proposes to the General Meeting to approve the appointment of Mr. Benoît Ostertag as director representing

employee shareholders for a period of four years.

Mr. Benoît Ostertag was born in 1965. He is of French nationality.

A biographic notice (including details of appointments and functions performed) of Mr. Benoît Ostertag is contained in the Shareholders’


The eighteenth resolution proposes to the General Meeting to appoint of Mr. Julien Thollot as director representing employee

shareholders for a period of four years.

Mr. Julien Thollot was born in 1973. He is of French nationality.

A biographic notice (including details of appointments and functions performed) of Mr. Julien Thollot is contained in the Shareholders’


Pres

enta

tion

SEVENTEENTH RESOLUTION

Conditional renewal of Mr. Benoît Ostertag term as director representing employee shareholders



reviewed the Board of Directors’ report, renews the term of office of

Mr. Benoît Ostertag as director representing employee shareholders, for

a period of four years, until the end of the General Meeting ruling on the

financial statements of the financial year ending December 31, 2020,

subject to the only condition that the present resolution receives a higher

number of favorable votes than the eighteenth resolution submitted to

the present General Meeting, it being specified that, in the event of a tie,

the term of office of Mr. Benoît Ostertag as director will be renewed as

director representing employee shareholders.

EIGHTEENTH RESOLUTION

Conditional appointment of Mr. Julien Thollot as director representing employee shareholders



reviewed the Board of Directors’ report, appoints Mr. Julien Thollot as

director representing employee shareholders, for a period of four years,

until the end of the General Meeting ruling on the financial statements

of the financial year ending December 31, 2020, subject to the only

condition that the present resolution receives a higher number of

favorable votes than the seventeenth resolution submitted to the present

General Meeting, it being specified that, in the event of a tie, the term

of office of Mr. Benoît Ostertag as director will be renewed as director

representing employee shareholders.

50

DRAFT RESOLUTIONS


NINETEENTH RESOLUTION

Powers to carry out formalities

The General Meeting grants all powers to the holder of copies or excerpts of the minutes of this General Meeting to carry out all filing and publishing

formalities required by law.

Table of authorizations granted in respect of share capital increases

The table hereafter details the delegations remaining in effect granted by the Shareholders’ General Meeting of the Company to the Board of Directors

with respect to share capital increases:

Description of the delegation granted to the Board of Directors Implementation

14th

resolution2016 AGM

Issuance of ordinary shares and/or securities giving access to the share capital and/or to debt securities with preferential subscription rights.Duration of 26 months as from April 29, 2016.Maximum cap for capital increases of € 350 million (about 30% of the share capital)(1).

None

15th

resolution2016 AGM

Issuance of ordinary shares and/or securities giving access to the share capital and/or to debt securities without preferential subscription rights of the shareholders, by way of public offer.Duration of 26 months as from April 29, 2016.Maximum cap for capital increases of €120 million (about 10% of the share capital)(1).

None

16th

resolution2016 AGM

Issuance of ordinary shares and/or securities giving access to the share capital and/or to debt securities, without preferential subscription right, by way of private placement.Duration of 26 months as from April 29, 2016.Maximum cap for capital increases of €60 million (about 5% of the share capital)(1)(2).

None

17th

resolution2016 AGM

Issuance of ordinary shares and/or securities giving access to the share capital, without preferential subscription rights, in the event of an exchange tender offer initiated by the Company.Duration of 26 months as from April 29, 2016.Maximum cap for capital increases of €120 million (about 10% of the share capital)(1)(2).

None

18th

resolution2016 AGM

Issuance of ordinary shares and/or securities giving access to the Company’s share capital, without preferential subscription rights, in consideration for contributions in kind to the Company and made up of shares or securities giving access to the share capital of the Company or companies of which it owns directly or indirectly more than half of the share capital or another company (except in the event of an exchange tender offer initiated by the Company).Duration of 26 months as from April 29, 2016.Maximum cap for capital increases of €120 million (about 10% of the share capital)(1)(2).

None

19th

resolution2016 AGM

Increase of the share capital by incorporation of reserves, profits or premiums.Duration of 26 months as from April 29, 2016.Maximum cap for capital increases of €1 billion.

None

20th

resolution2016 AGM

Increase of the share capital by issuance of shares reserved for employees of the Company or affiliated companies, without preferential subscription rights.Duration of 26 months as from April 29, 2016.Maximum cap for capital increases of 1% of the share capital of the Company(1)(2).

None

(1) It is noted that the fourteenth, fifteenth, sixteenth, seventeenth and eighteenth resolutions of the 2016 General Meeting are all subject to an overall cap of €350 million on which the amount of the share capital increases implemented pursuant to the twentieth resolution will also be charged.

(2) These amounts being deducted from the specific maximum cap of €120 million set in the fifteenth resolution for the issuances implemented without preferential subscription right of the shareholders.

POWER FOR FORMALITIES

The nineteenth resolution is a standard resolution granting the necessary powers to proceed with publicity requirements and legal

formalities.

Pres

enta

tion


Statutory auditors’ reportsStatutory Auditors’ report on the financial statements

This is a free translation into English of the statutory auditors’ report on the financial statements issued in French and it is provided solely for the

convenience of English-speaking users.

The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is

presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain

significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements

taken as a whole and not to provide separate assurance on individual account captions or on information taken of outside of the financial statements.

This report also includes information relating to the specific verification of information given in the Group’s management report and in the documents

addressed to the shareholders.

This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.

For the year ended 31 December 2016

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended 31 December 2016, on

W the audit of the accompanying financial statements of Renault;

W the justification of our assessments;

W the specific verification and information required by law.

These financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.

I. Opinion on the financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling

techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the

financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at 31 December 2016

and of the results of its operations for the year then ended in accordance with French accounting principles.

II. Justification of our assessments

In accordance with the requirements of article L. 823-9 of the French Commercial Code relating to the justification of our assessments, we bring to your

attention the following matter.

As disclosed in note 2.1 to the financial statements and in accordance with the recommendation n°34 of the French national accounting body (Conseil

National de la Comptabilité), your C ompany has elected to use the equity method to value its investments in subsidiaries over which it exercises exclusive

control. The equity value of these investments is determined in accordance with the accounting rules and methods used to draw up the financial

statements of the Group. Our assessment of this equity value is based on the result of the procedures performed to audit the consolidated financial

statements of the Renault Group for the 2016 fiscal year.

These assessments were made as part of our audit of the financial statements taken as a whole, and therefore contributed to the opinion we formed

which is expressed in the first part of this report.

III. Specific verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law.

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report

of the Board of Directors and in the documents addressed to the Shareholders with respect to the financial position and the financial statements.

Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French Commercial Code relating to remunerations and

benefits received by the directors and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the

underlying information used to prepare these financial statements and, where applicable, with the information obtained by your C ompany from companies

controlling your C ompany or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information.

In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests, the

crossholdings and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.

Paris La Défense, 14 February 2017

The statutory auditors

French original signed byKPMG Audit

A division of KPMG S.A.

ERNST & YOUNG Audit

Jean-Paul Vellutini Laurent des Places Aymeric de La Morandière Bernard Heller

52



Statutory Auditors’ Report on the consolidated financial statements

This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in French and it is provided solely

for the convenience of English-speaking users.

The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is

presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors’ assessments

of certain significant accounting and auditing matters.

These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to

provide separate assurance on individual account captions or on information taken of outside of the financial statements.

This report also includes information relating to the specific verification of information given in the management report and in the documents addressed

to the shareholders.

This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France.

For the year ended December 31, 2016

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2016, on

W the audit of the accompanying consolidated financial statements of Renault;

W the justification of our assessments;

W the specific verification required by the law.

These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financial

statements based on our audit.

I. Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing

procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated

financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates

made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion.

In our opinion, the consolidated financial statements give a true and faire view of the assets and liabilities and of the financial position of the Group as at

December 31, 2016 and the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted

by the European Union.

II. Justification of our assessments

In accordance with the requirements of article L. 823-9 of the Commercial Code (Code de commerce) relating to the justification of our assessments,

we bring to your attention the following matters:

W for the purpose of preparing the consolidated financial statements, Renault makes certain estimates and assumptions concerning, in particular, the

value of certain asset, liability, income and expense accounts, the main items of which are summarized in note 2-B to the consolidated financial

statements. For all these items, we assessed the appropriateness of the accounting rules and methods applied and disclosures provided in the

notes to the financial statements. We also reviewed the consistency of the underlying assumptions, the quantified impact thereof and the available

documentation and assessed on this basis the reasonableness of estimates made;

53




MEETING PRACTICAL

INFORMATION



D RAFT RESOLUTIONS

W as disclosed in notes 3B and 13A to the consolidated financial statements, Alliance Rostec Auto B.V. and the Russian group AVTOVAZ are fully

integrated in the Renault consolidated financial statements from December 31, 2016 onwards. We have reviewed the operations which led to this

full consolidation and their accounting treatment for the 2016 period end closing. We have also verified that the information given in the notes to the

consolidated financial statements on this operation (notes 3B and 13A), on the accounting principles of the AVTOVAZ group (notes 2A4, 2L, 2M and

2O), as well as on the information given in the notes to “Information on operating segments and regions“ is appropriate.

W as disclosed in note 12-A to the consolidated financial statements, the G roup accounts for its investment in Nissan by the equity method. Our audit

of the scope of consolidation included a review of the factual and legal aspects of the Alliance which serve as the underlying basis for this accounting

policy. We have also verified that the information given in note 12 to the consolidated financial statements is appropriate;

W as part of our assessment of the accounting policies applied by your C ompany, we have reviewed the methodology adopted for the capitalization of

development costs as intangible assets, their amortization and the verification of their recoverable amount and we have verified that these methods

were properly disclosed in the notes 2-K and 10-A2;

W as disclosed in the note 8-B to the consolidated financial statements, the G roup has partially recognized the net deferred tax assets of French tax

G roup; we have reviewed the consistency of the underlying assumptions on forecast taxable income and associated use of losses carried forward, the

quantified impact thereof and the available documentation and assessed on this basis the reasonableness of estimates made.

These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion

we formed which is expressed in the first part of this report .

III. Specific verification

As required by law we have also verified, in accordance with professional standards applicable in France, the information presented in the Group’s

management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

Paris La Défense, February 14, 2017


French original signed by

KPMG Audit


ERNST & YOUNG Audit


54



Statutory auditors’ report on related party agreements and commitments

Annual General Meeting held to approve the financial statements for the year ended December 31, 2016.

To the shareholders,

In our capacity as statutory auditors of your Company, we hereby report on related party agreements and commitments.

We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated

to us, or that we may have identified in the performance of our engagement, as well as the grounds justifying how they advantage the Company. We are

not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is

your responsibility, in accordance with Article R. 225-31 of the French Commercial Code (Code de commerce), to evaluate the benefits resulting from

these agreements and commitments prior to their approval.

In addition, we are required, where applicable, to inform you in accordance with in Article R. 225-31 of the French Commercial Code concerning the

implementation, during the year, of the agreements and commitments already approved by the Annual General Meeting.

We performed those procedures which we considered necessary to comply with professional guidance issued by the French Institute of statutory auditors

(Compagnie nationale des C ommissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying that the information

provided to us is consistent with the documentation from which it has been extracted.

AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL TO THE ANNUAL GENERAL MEETING

We hereby inform you that we have not been advised of any agreements or commitments authorized in the course of the year to be submitted to the

Annual General Meeting for approval in accordance with Article L. 225-38 of the French Commercial Code .

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE ANNUAL GENERAL MEETING

A) WHOSE IMPLEMENTATION CONTINUED DURING THE YEARIn accordance with Article R. 225-30 of the French Commercial Code , we have been advised that the implementation of the following agreements and

commitments, which were approved by the Annual General Meeting in prior years, continued during the year.

1. WITH NISSAN MOTOR CO., LTD

Persons concernedMr. Carlos Ghosn, Chairman and Chief Executive Officer of your Company, of Nissan Motor Co., Ltd. and Chairman of Renault-Nissan b.v.; Ms. Yu Serizawa,

member of your Company’s Board and representative of Nissan since December 12, 2016; Mr Yasuhiro Yamauchi, member of your Company’s Board

since February 9, 2017 and Chief Competitive Officer of Nissan Motor Co., Ltd.

“Master Cooperation Agreement”On April 6, 2010, your Company, Nissan Motor Co., Ltd., Daimler AG and Renault-Nissan b.v. entered into the “Master Cooperation Agreement” which

specifies the terms and conditions of the cooperation between these companies.

In its meeting of December 13, 2013, your Board of Directors authorized the signature, on December 19, 2013, of an amendment to the “Master

Cooperation Agreement”, in order to extend the scope of this cooperation.

“Restated Alliance Master Agreement”On March 28, 2002, your Company and Nissan Motor Co., Ltd (“Nissan”) entered into the “Restated Alliance Master Agreement”, which governs the

capital relationship between your Company and Nissan, and the structures the Alliance’s current method of governance. This agreement notably specifies

the operational terms and conditions of Renault-Nissan b.v. (“RNBV”) as the Alliance’s strategic management entity. An initial amendment to the “Restated

Alliance Master Agreement” was signed on April 29, 2005 and submitted for the approval of the Annual General Meeting of May 4, 2006.

55




MEETING PRACTICAL

INFORMATION


In its meeting of October 3, 2012, your Board of Directors authorized the signature, on November 7, 2012, of a second amendment to the “Restated

Alliance Master Agreement”, which modifies the composition of the RNBV Executive Board and as a result, the voting arrangements within the Executive

Board.

In its meeting of December 11, 2015, your Board of Directors authorized the signature of a governance agreement between your Company and Nissan

Motor Co., Ltd. concerning the governance of Nissan Motor Co., which constitutes a third amendment to the “Restated Alliance Master Agreement”.

The conditions of this third amendment to the “Restated Alliance Master Agreement”, signed on December 11, 2015, concern your Company’s undertaking

to vote in favor of the resolutions proposed by the Board of Directors of Nissan to the Annual General Meeting of Nissan to appoint, remove from office and

remunerate the members of the Board of Directors of Nissan, and to not submit to the Annual General Meeting of Nissan or vote in favor of a resolution

that has not been approved by the members of the Board of Directors of Nissan. For these resolutions, your Company will vote in accordance with the

recommendations of the Board of Directors of Nissan, failing which Nissan would have the ability to acquire your Company shares without prior agreement.

The amendment modifies the “Restated Alliance Master Agreement” without altering its term, which remains indefinite. It has been applicable since it

was entered into.

The other provisions of the “Restated Alliance Master Agreement” continued in the year ended and were not amended.

2. WITH THE FRENCH STATE

Persons concernedMr. Pascal Faure and Mr. Martin Vial, Board members of your Company representing the French State.

Nature and purposeIn its meeting of December 11, 2015, your Board of Directors authorized the entry into a governance agreement between your Company and the French

State concerning the capping of the voting rights of the French State in the Annual General Meeting.

ConditionsPursuant to the authorization granted on February 4, 2016, your Company signed an agreement with the French State whose purpose was to cap the

voting rights of the French State at 17.9% in certain circumstances, with this figure authorized to rise to up to 20% in the event of an unusually large

quorum. The written agreement also describes the conditions for implementing the cap with the registrar of your Company’s Annual General Meeting.

The capping of the voting rights of the French State notably applies to all decisions which fall within the authority of the Ordinary Annual General Meeting,

except for decisions concerning (i) dividend distributions, (ii) the appointment, renewal or removal from office of Board members representing the French

State, (iii) the disposal of significant C ompany assets, (iv) related-party agreements that are not approved by the representatives of the French State and

(v) buybacks of shares from identified shareholders.

However, the French State retains all of its voting rights for decisions which fall within the authority of the Extraordinary Annual General Meeting, except

for the most day-to-day decision-making such as (i) the granting or renewal of ongoing delegations to the management bodies of your Company when

their conditions comply with the latter’s existing practices, (ii) the award of stock options, performance shares or shares that give access to capital to the

advantage of salaried employees and corporate officer s of the Groupe Renault, (iii) an amendment to the age limit for the exercise of duties or to the term

of office of Board members and corporate officer s and (ii) a transfer of registered office (unless abroad).

The capping of voting rights would cease to apply in exceptional situations such as the amendment or termination of the “Restated Alliance Master

Agreement” (RAMA), the exercise by Nissan Motor Co., Ltd. of voting rights in your Company, the announcement of a public offering of shares in your

Company, or a shareholder exceeding the threshold of 15% of capital or voting rights, including Nissan Motor Co., Ltd.

The governance agreement was entered into for a twenty-year term, renewable by tacit agreement by successive periods of ten years unless it is

terminated at least two years before the end of the period.

This agreement is applicable as from its date of signature.

B) WITHOUT IMPLEMENTATION DURING THE YEARIn addition, we have been advised of the pursuance during the year of the following agreements and commitments which were already approved by the

Annual General Meeting, which were not implemented during the year.


D RAFT RESOLUTIONS

56



3. WITH MR. CARLOS GHOSN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF YOUR COMPANY

Top-up pension scheme

Nature and purposeDuring its meetings held on October 28, 2004 and October 31, 2006, your Board of Directors authorized the agreement the purpose of which was to set

up top-up collective pension scheme in favor of the senior executives, including Mr. Carlos Ghosn.

ConditionsOn February 12, 2014, your Board of Directors confirmed the benefit of this pension scheme to the advantage of Mr. Carlos Ghosn, under the same

conditions as previously.

Non-competition agreement

Nature and purposeIn its meeting held on February 11, 2015, your Board of Directors authorized the signature of a non-competition agreement between your Company

and Mr. Carlos Ghosn whereby he undertakes, upon termination or non-renewal of his term of corporate office as Chief Executive Officer , not to engage,

directly or indirectly, in an activity that competes with that of the Group, whether on his own behalf or on behalf of another company. An activity that

competes with the Group refers to any activity of automotive design, construction or marketing (mainly for private vehicles and commercial vehicles)

carried out in the same geographical areas and sectors as that of the Group at the time of the termination of his term of office.

The Board of Directors considered notably (i) the particularly competitive nature of the market on which the Group operates, (ii) the significance of the

duties and recognized competencies of Mr. Carlos Ghosn, (iii) the resources at his disposal, (iv) the sensitive information to which Mr. Carlos Ghosn has or

could have access, and (v) the relationships developed by him in the course of his office , and concluded on the necessity to protect the legitimate interests

of the Group by introducing this non-competition clause.

ConditionsIn return for his non-competition obligation, Mr. Carlos Ghosn will receive from your Company, during the period of application of the agreement and on

condition that there are no breaches thereof, a gross financial compensation equal to two years of gross total salary (including both fixed and variable

salary) payable in twenty-four monthly instalments.

The Board of Directors of your Company will decide, upon the departure of Mr. Carlos Ghosn, whether to apply this non-competition agreement, and may

unilaterally waive the application of this clause.

Paris-La Défense, March 23, 2017



KPMG Audit


ERNST & YOUNG Audit


57




MEETING PRACTICAL

INFORMATION


Statutory auditors’ report on the elements used to calculate the interest paid on participating shares

This is a free translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

Year ended December 31, 2016

To the Holders of participating shares ,

In our capacity as statutory auditors of Renault, and pursuant to the engagement set forth in Article L. 228-37 of the French Commercial Code (Code de

commerce), we hereby report to you on the elements used to calculate the interest paid on participating shares .

On February 14, 2017, we issued our reports on the annual and consolidated financial statements for the year ended December 31, 2016.

The elements used to calculate the interest paid on participating shares were prepared by Renault senior management. Our role is to assess their

conformity with the issuance contract and their consistency with the consolidated financial statements.

According to the issuance contract, the interest paid on participating shares is comprised of a fixed and a variable portion:

W the fixed portion is calculated by applying 6.75% to the security’s nominal value;

W the variable portion is, as a minimum equal to 2.25% of the security’s nominal value, and is determined based on consolidated revenue changes

calculated by applying same group structure and methods, as follows:

Variable portion of prior coupon x Consolidated revenue for the year ended preceding maturity

Consolidated revenue for the one-year preceding maturity using a constant

G roup structure and consolidation method

The ratio between the revenues is rounded to the nearest thousandth.

The calculation elements provided to us are as follows:

W Fixed portion of the coupon payable on October 24, 2017 (in €): 10.29

W Variable portion of the previous coupon (in €): 12.19

W FY 2016 consolidated revenue (€ millions): 51,243

W FY 2015 consolidated revenue using a constant G roup structure and consolidation methods (€ millions): 45,483

W Variable portion of the coupon payable on October 24, 2017 (in €): 13.74.

Gross interest per equity investment security amounts to € 24.03 for the year ended December 31, 2016.

We have performed the procedures that we considered necessary in accordance with the professional guidance issued by the French Institute of statutory

auditors (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. Our procedures consisted in verifying the conformity

and the consistency of the elements used to calculate the interest paid on participating shares with the issuance contract and the audited consolidated

financial statements.

We have no matters to report on the conformity and the consistency of the elements used to calculate the interest paid on participating shares .

Paris-La Défense, March 2, 2017



KPMG Audit


ERNST & YOUNG Audit



D RAFT RESOLUTIONS

58



Statutory auditors’ report on the reduction in capital

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking

readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in

France.

Combined shareholders’ meeting of 15 June 2017

Ninth resolution


In our capacity as Statutory Auditors of your company and in accordance with the procedures provided for in Article L. 225-209 of the French commercial

code (Code de Commerce) on the decrease in share capital by the cancellation of shares purchased, we hereby report to you on our assessment of the

reasons for and the terms and conditions of the proposed decrease in share capital.

Shareholders are requested to confer all necessary powers on the Board of Directors, for an eighteen months period as of the date of the present meeting,

to cancel, on one or more occasions, up to a maximum of 10% of its share capital by successive periods of twenty-four months, the shares purchased by

the Company pursuant to the authorization to purchase its own shares under the provisions of the above-mentioned Article.

We performed those procedures which we considered necessary in accordance with the professional guidelines of the French national auditing body

(Compagnie Nationale des Commissaires aux Comptes) applicable to this engagement. These procedures consisted in verifying that the terms and

conditions of the proposed reduction in capital, which should not compromise equity among the shareholders, are fair.

We have no observation to report with regards to the terms and conditions of the proposed reduction in capital.

Paris La Défense, 15 March 2017



KPMG Audit


ERNST & YOUNG Audit


59




MEETING PRACTICAL

INFORMATION


Statutory auditors’ report, prepared in accordance with Article L. 225-235 of the French Commercial Code (or French Commercial Law) (Code de commerce), on the report prepared by the Chairman of the Board of Directors of Renault

This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English speaking

readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in

France.

For the year ended December 31, 2016


In our capacity as statutory auditors of Renault, and in accordance with Article L. 225-235 of the French Commercial Code (Code de commerce), we

hereby report on the report prepared by the Chairman of your Company in accordance with Article L. 225-37 of the French Commercial Code for the year

ended December 31, 2016.

It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report on the internal control and risk management

procedures implemented by the Company and containing the other disclosures required by Article L. 225-37 of the French Commercial Code particularly

in terms of the corporate governance measures.

It is our responsibility:

W to report to you on the information contained in the Chairman’s report in respect of the internal control and risk management procedures relating to

the preparation and processing of the accounting and financial information; and

W to attest that this report contains the other disclosures required by Article L. 225-37 of the French Commercial Code , it being specified that we are not

responsible for verifying the fairness of these disclosures.

We conducted our work in accordance with professional standards applicable in France.

Information on the internal control and risk management procedures relating to the preparation and processing of accounting and financial

information

These standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report in respect

of the internal control and risk management procedures relating to the preparation and processing of the accounting and financial information. These

procedures consisted mainly in:

W obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of the accounting and

financial information on which the information presented in the Chairman’s report is based and existing documentation;

W obtaining an understanding of the work involved in the preparation of this information and existing documentation;

W determining if any significant weaknesses in the internal control procedures relating to the preparation and processing of the accounting and financial

information that we would have noted in the course of our engagement are properly disclosed in the Chairman’s report.

On the basis of our work, we have nothing to report on the information in respect of the Company’s internal control and risk management procedures

relating to the preparation and processing of accounting and financial information contained in the report prepared by the Chairman of the Board in

accordance with Article L. 225-37 of the French Commercial Code .

Other disclosures

We hereby attest that the Chairman’s report includes the other disclosures required by Article L. 225-37 of the French Commercial Code .

Paris La Défense, March 21, 2017



KPMG Audit


ERNST & YOUNG Audit



D RAFT RESOLUTIONS


In accordance with Article R. 225-85 of the French Commercial Code, to attend Renault’s General Meeting, shareholders must have registered their shares in their name or in the name of their registered intermediary by midnight (Paris time), two business days prior to the meeting date, either in the registered securities account held by the Company or its agent, BNP Paribas Securities Services, or in the bearer securities account held by an authorized bank or financial intermediary.

If you hold registered shares or units in FCPE Actions Renault or Renault Shares mutual funds (“FCPEs”), your shares must be registered in your name two business days prior to the meeting date, i.e. at midnight (Paris time) on Tuesday, June 13, 2017.

If you hold bearer shares, you must obtain a shareholding certificate from the financial intermediary managing your account (bank, stockbroker, online broker, etc.) as soon as possible to confirm your shareholding two business days prior to the meeting date, i.e. at midnight (Paris time) on Tuesday, June 13, 2017.

As a Renault shareholder, you are entitled to participate in the Company’s General Meeting, regardless of how many shares you own or how they are held (registered shares, bearer shares or mutual fund units).

You can choose to exercise your rights as a shareholder in any of the four following ways:

W attend the meeting in person;

W vote online or by post;

W appoint the meeting Chairman as your proxy;

W appoint any individual or legal entity of your choice as your proxy.

Shareholders who have already submitted their vote by post or Internet, sent a proxy form or requested their admission card or a shareholding certificate may not change their chosen method of participation at this General Meeting.

How to participate in the General Meeting Prior formalities(1) Conditions to take part in the General Meeting

Participate using Internet voting

Renault provides the option to vote online prior to the Annual General Meeting, via the VOTACCESS secure voting platform, which will be open from Friday May 19 through Wednesday June 14, 2017 at 3pm (Paris time).

VOTACCESS offers you the same options as the paper voting form. You can:

W request an admission card to attend the General Meeting in person. In this case, you can download and print your admission card until the date of the General Meeting. You will be required to present this card at registration;

W vote for the resolutions via the Internet;

W appoint the meeting Chairman as your proxy;

W appoint any other person of your choice as your proxy;

W revoke a proxy and appoint a new proxy.

You can also access the official documents for the General Meeting on VOTACCESS.

We recommend that shareholders do not delay voting until the deadline on the day before the meeting to avoid the possibility of issues arising from heavy voting traffic on that day.

An assistance will be

available to answer

any questions

you may have on

(toll free from landlines

in Francee)(2).

(1) On the date of the General Meeting, all shareholders will be asked to provide proof of their shareholding and their identity during registration.(2) From other countries, call +33 (0)1 40 14 89 25 (national calling rates).

0 800 109 119

61



PRACTICAL INFORMATION



MEETING


D RAFT RESOLUTIONS

YOU ARE THE HOLDER OF DIRECT REGISTERED SHARES1) Connect to the Planetshares web-site at

https://planetshares.bnpparibas.com

2) Enter your usual login details.

3) After logging in to Planetshares, go to VOTACCESS by clicking “Participate in the General Meeting”.

You will then be redirected to VOTACCESS. Follow the on-screen instructions.

YOU ARE THE HOLDER OF UNITS IN THE FCPE MUTUAL FUND1) Connect to the Planetshares My Proxy web-site at:

https://gisproxy.bnpparibas.com/renault.pg.

2) Click on Access 4 and enter your details:

W the login details are on the top right of the attached paper voting form;

W an ID consisting of your Personeo employee account number, which is on your BNPP E&RE annual account statement, or your Natixis Interépargne account number which you’ll find on your annual account statement.

3) Enter the email address to which you want your password sent.

Y ou will receive an email, with your login and password to connect

via Access 1.

4) Reconnect to: https://gisproxy.bnpparibas.com/renault.pg.

5) Enter your login and password and click Access 1.

You will then be redirected to VOTACCESS. Follow the on-screen

instructions.

YOU ARE THE HOLDER OF BEARER SHARES

Only holders of bearer shares whose financial intermediary is a member of the VOTACCESS system may use this service. Please contact your intermediary or your custody account-keeper to verify whether they are members of the VOTACCESS system, and, where necessary, whether this access is subject to particular conditions.

If the financial institution is a member of VOTACCESS, you can connect to the service by following the instructions below:

1) Connect to your financial intermediary’s “Stock market” portal.


3) Click the icon that appears on the line for your Renault shares.

You will then be redirected to VOTACCESS. Follow the on-screen instructions.

YOU ARE THE HOLDER OF ADMINISTERED REGISTERED SHARES1) Connect to the Planetshares web-site at

https://planetshares.bnpparibas.com

2) Log in using the login details on the top right of the paper voting form included with this Notice of meeting.

If you do not have your password, you can request it by clicking on:

“I forgot my password”, or “I haven’t received my password”.


You will then be redirected to VOTACCESS. Follow the on-screen

instructions.

If your shareholding is via more than one holding method (registered shares, bearer shares or mutual fund units (FCPE), you must submit your vote for each of the holding methods in order for all of your votes to be counted.

IMPORTANT

YOU ARE THE HOLDER OF UNITS IN THE FCPE MUTUAL FUND AND REGISTERED SHARES(1)

(1) In this case, the voting form will indicate the number of registered shares as well as the number of units of the FCPE Actions Renault or Renault shares you hold.

If you are both the holder of units in the FCPE mutual fund (employees and former employees of Renault) and of registered shares, remember to vote twice, i.e. once for each of these two categories. F ollow the steps below:

1) Connect to the Planetshares web-site at https://planetshares.bnpparibas.com.


You need to connect to Planetshares only once to exercise your vote

for both your fund units and your registered shares.


You will be redirected to the online voting site, VOTACCESS, where

you can enter your vote as a registered shareholder.

4) Once you have entered your first vote, return to the Planetshares home page and click the link “Participate in the General Meeting for your mutual fund (FCPE) units on MyProxy”.

You will be redirected to VOTACCESS, where you can enter your

second vote, this time as the holder of mutual fund units (FCPE).

62

HOW TO PARTICIPATE IN THE GENERAL MEETING


Participating using the paper voting form(1)

(1) The paper form is included with the Notice of meeting for holders of registered shares. Holders of bearer shares must send all requests to their custody account-keeper, who will send the form, together with a shareholding certificate to BNP Paribas Securities Services. Shareholders may also download the form from the Company’s web site at www.groupe.renault.com, under the section Finance/Annual General Meeting, or by sending their written request to BNP Paribas Securities Services – CTS Assemblées – Les Grands Moulins de Pantin – 9, rue du Débarcadère, 93761 Pantin Cedex – France. To be valid, the request must be received at least six business days prior to the meeting date, i.e. no later than Wednesday, June 7, 2017.

(2) Holders of registered shares or of units in the mutual fund (FCPE) who have not received their admission card on the date of the General Meeting may attend and vote at the meeting upon presentation of a valid proof of identity. Holders of bearer shares who have not received their admission card may attend and vote at the General Meeting upon presentation of proof of identity, as well as a shareholding certificate issued by their financial intermediary confirming that they are a shareholder at least two business days before the General Meeting, i.e. Tuesday June 13, 2017.

(3) Paper forms for holders of bearer shares will only be considered if accompanied by a shareholding certificate.

RETURNING THE FORM

I’M VOTING BY POST OR I’M BEING REPRESENTED AT THE MEETING

If you are not attending the meeting in person, please choose from the three options on the form by checking the appropriate box::

W vote by post: tick the box “I would like a postal vote” (B1) and follow the instructions to enter your votes;

W appoint the meeting Chairman as your proxy: tick the box “I hereby give my proxy to the Chairman of the General Meeting” (B2) ;

W appoint any other person of your choice as your proxy: tick the box “I hereby appoint” (B3) and enter the name and address of the person attending the meeting on your behalf.

Sign and date the form (box C) and return it as indicated below.

I AM ATTENDING THE GENERAL MEETING IN PERSON

You must request an admission card in order to enter and vote at the General Meeting (2).

To request your admission card:

W check box A on the form;

W sign and date at the bottom of the form (box C);

W return the form as indicated below.

A B

W You are the holder of registered shares or of units in the FCPE mutual fundS ign and date the form and return it using the enclosed prepaid envelope attached to the form.

W You are the holder of bearer sharesSign and date the form and return it as soon as possible to the financial intermediary managing your account, who must send the form, together with a shareholding certificate(3) to the following address: BNP Paribas Securities Services, CTS Assemblées, Les Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex.

In order to be taken into account, the form must be duly completed and signed, and must be received by BNP Paribas Securities Services no later than

Monday, june 12, 2017.

IMPORTANT

63





Completing the paper form

A

B1 B2 B3

C

Request an admission card to attend the meeting

Donnez pouvoir au Président de l’Assemblée

Appoint a person of your choice asyour proxy by providing the details ofthe person concerned

W If you are the holder of registered or bearer shares or units in FCPE mutual funds, return the form directly to BNP Paribas Securities Services using the prepaid envelope attached to the form.

W If you are the holder of bearer shares, return the form to your financial intermediary who will send the form, together with a shareholding certificate(1), to the following address: BNP Paribas Securities Services, CTS Assemblées, Les Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex.

step

1 OR OR ORRequest admission card to attend the meeting

SIGN and DATE here,regardless of yourchoice

RETURN THE PAPER FORM BEFORE JUNE 12, 2017

step

step

2

3YOU MAY ALSO LOG ON

TO OUR WEBSITE AT

WWW.GROUPE.RENAULT.COM

In the Finance/Annual General Meeting section,

you’ll fi nd the above document – ‘Voting Form’ –

in PDF format

A B1 B2 B3

(1) Paper forms for holders of bearer shares will only be considered if accompanied by a shareholding certificate.


MEETING


D RAFT RESOLUTIONS


Register for e-notice of General Meetings

How to register for e-notices of meetings?

BY MAIL

If you are the holder of registered shares: you can also register by mail to receive e-Notices by following the instructions below:

1) Fill in the reply card on page 71. Please be careful to write legibly and use block capitals for your name and address to be sure that your request can be fulfilled.

2) Return the reply card using the enclosed prepaid envelope.

Please note: If you want to participate in the meeting using the paper form, you must use the prepaid envelope and send your form by the reply deadline which is Monday, June 12, 2017.

If you change your mind, and decide to revert to receiving your Notice of meeting by post, simply inform us by writing to the attention of BNP Paribas Securities Services, CTS Assemblées, Les Grands

Moulins de Pantin, 9, rue du Débarcadère, 93761 Pantin Cedex – France, or by sending an email to: [email protected].

BENEFITS OF E-NOTICES

There are a number of advantages to choosing to receive Notices of meetings electronically:

W it is a simple, secure and cost-effective method of receiving your Notices;

W e-Notices save time. Printing out and sending Notice of meetings by post requires a

lead time of approximately one week. In contrast, e-mail Notices are sent instantly,

giving you more time to read the documentation and exercise your rights as a

shareholder;

W these measures are part of our sustainable development efforts. Instead of receiving

the Notice of meeting, voting form and prepaid envelope by post, receiving the

materials electronically will substantially reduce the General Meeting’s carbon

footprint.

Save time and be kind to the environment

You are the holder of direct or administered registered shares

1) Connect to Planetshares at https://planetshares.bnpparibas.com.

2) Enter your details as follows:

For holders of direct registered shares: Use your usual login and password.

For holders of administered registered shares: Use the login shown on the top right-hand side of the paper form attached to this meeting Notice. If you do not have your password, you can request it by clicking on: “I forgot my password”, or “I haven’t received my password”.

3) Now go to “My personal information” and click “My subscriptions” to sign up to receive communications electronically.

4) Enter or confirm your email address.

The BNP Paribas Securities Services telephone help

line is available to provide assistance if needed, on

0 800 109 119 (toll-free from landlines in

France)(1).

If you change your mind, you can always go to Planetshares and opt out to

return to receiving the Notice of Meeting in copy.

You are the holder of units in the FCPE mutual fund:

Simply complete your e-mail address on your share/unit manager’s web-site.

1) Connect to their web-site.

2) Enter the login details shown on your annual account statement.

3) Enter your e-mail address under “My data”, “Personal details”, by clicking on “Change” or “add my e-mail address”, and “save”.

If you are the holder of both units in the FCPE mutual fund and of

registered shares, the e-Notice option will apply to each of these

categories. This means that you will receive only one Notice of

meeting by email, allowing you to access all of the documentation for

the Renault General Meeting.

(1) From other countries, call +33 (0)1 40 14 89 25 (national calling rates).

SIGN UP ONLINE

As a holder of registered shares or of units in the FCPE mutual fund, you used to receive your Notice of General Meeting by post every year.

From 2014 onwards, you can now opt to receive your Renault Notices of General Meetings electronically. This means that you will receive the Notice of meeting by email, allowing you to access all of the documentation for the General Meeting.

HOW TO PARTICIPATE IN THE GENERAL MEETING

65







MEETING DRAFT

RESOLUTIONS

FocusHOW TO BE INFORMED

The last few pages provide you with information on the Group’s

business and its results, as well as on the resolutions to be

submitted for voting at the General meeting.

In accordance with the conditions specified in Articles L. 225-105

and R. 225-71 of the French Commercial Code, items proposed

for inclusion on the agenda or draft -resolutions proposed by

shareholders will be published on the Renault web-site, www.

groupe.renault.com under Finance/General Meeting .

All documents that must be made available to the shareholders

for this General Meeting can be obtained as of this Notice of

meeting at the Company’s head office at 13/15, quai Alphonse

Le Gallo, 92100 Boulogne-Billancourt, in accordance with Article

R. 225-89 of the French Commercial Code.

In addition, the documents that are to be presented at

the meeting will be published on the Renault web-site at

www. groupe. renault.com, under Finance/General Meeting,

at least 21 days prior to the date of the meeting (i.e. no later

than May 25, 2017), in accordance with applicable laws and

regulations.

We recommend that you regularly consult the Finance/General

Meeting section of the site www.groupe.renault.com

HOW TO ASK A QUESTION IN WRITING

The General Meeting is the ideal opportunity to ask any questions

you may have during the Q&A session before the resolutions are

voted on.

You may send your written questions on any item on the agenda,

which must be received at least four business days prior to the

General Meeting (i.e. by Friday June 9, 2017):

W by registered mail with return receipt requested, to Renault,

13/15, quai Le-Gallo, 92100 Boulogne-Billancourt, to the

attention of the Chairman of the Board of Directors; or

W to the dedicated email address:

[email protected]

For your question(s) to be taken into account, and if necessary, for

a response to be provided during the General Meeting, they must

be accompanied by a certificate of registration of your shares,

either in the register held by the Company, or in the bearer share

accounts held by the approved banking or financial intermediary

(Article R. 225-84 of the French Commercial Code).

In accordance with current legislation in force, the Company may

group questions with the same content together and provide a

single answer. Please note that answers to written questions

may be published directly on the Company’s web-site at:

www.groupe.renault.com, under Finance/General Meeting.

REVOKE A PROXY FOR THE GENERAL MEETING

Under Article R. 225-79 of the French Commercial Code, shareholders are entitled to revoke a

proxy previously appointed. The proxy granted for one meeting can be revoked in accordance

with the same conditions that apply to appointing a proxy.

1/ BY MAILThe principal must write a letter to the Service Assemblées Générales (General Meeting

department) at BNP Paribas Securities Services providing the following information: the name

of the Company concerned, the date of the General Meeting, the principal’s full name, address

and registered account number (or bank details if the shareholder holds bearer shares), and the

proxy’s contact details.

For bearer shares, the shareholder is also required to ask the financial intermediary responsible

for administering his or her securities account to send written confirmation to the Service

Assemblées Générales at BNP Paribas Securities Services, CTS Assemblées Générales, Grands

Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex – France.

The appointment or revocation of proxies sent by post must be received at least three calendar

days before the date of the General Meeting.

2/ ONLINEProxies may also be appointed or revoked online, using one of the following methods:

Holders of registered shares or of units in the FCPE mutual fund

W Connect to VOTACCESS following the instructions given in the section “Participate using

Internet voting” on pages 6 and 7.

W Follow the instructions on the screen to appoint or revoke a proxy.

Holders of bearer sharesIt is the responsibility of the holder of bearer shares to find out if the custody account-keeper is

a member of the VOTACCESS site.

If the financial intermediary is a member of the VOTACCESS system: W use your usual login details to connect to your financial intermediary’s “Stock market” portal

and access your securities account or shares savings account, in order to connect to the

VOTACCESS site;

W follow the instructions on the screen to appoint or revoke a proxy.

If the financial intermediary is not a member of the VOTACCESS system: W the shareholder should send an email to [email protected],

which must contain the following information: the name of the Company, the date of the

General Meeting, the full name, address and banking details of the principal, as well as the

full name and, if possible, the address of the proxy;

W the shareholder is also required to ask his or her financial intermediary to send written

confirmation to the Service Assemblées Générales at BNP Paribas Securities Services, CTS

Assemblées Générales, Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin

Cedex – France.

This email address may only be used to appoint or revoke proxies. All other requests or

notifications will not be considered/processed.

To ensure that your proxy appointment or revocation sent by email is taken into account,

confirmations must be received by the day before the meeting, i.e. no later than 3pm (Paris time)

on Wednesday, June 14, 2017.

DISPOSAL OF SHARES

Shareholders who have already submitted their vote by post or Internet, sent a proxy form or

requested their admission card or a shareholding certificate may dispose of all or part of their

shares. However, if the sale takes place before midnight (Paris time) on Tuesday, June 13, 2017,

the Company shall annul or change, as appropriate, the postal or online vote, the proxy, the

admission card or the shareholding certificate.


Bou

leva

rd p

érip

héri

que

Boulevard périphérique

PORTE DELA CHAPELLE

PORTE DEBAGNOLET

PORTED’AUTEUIL

PORTEDE BERCY

A É R O P O R T P A R I S -CHARLES-DE-GAULLE

PARIS

Antony

Garedu Nord

Saint-Michel-Notre-Dame

PORTE D’ORLÉANS PORTE D’ITALIE

Châtelet-les-Halles

Opéra

Château de Vincennes

Concorde

16

6

La Défense

1

AÉROPORTPARIS - ORLY

A4

A3

A1

A14

A6

A13 Gare deLyon

Gared’Austerlitz

Gare TGV Charles-de-GaulleTerminal 2 / TGV station Charles-de-Gaulle Terminal 2

Porte de La Chapelle

Mairie d’Issy

12

12

Montparnasse

Saint-LazarePorte MaillotPorte Maillot

NationNation

Les cars

Le Palais des Congrèsde Paris

Charles-de-Gaulle ÉtoileCharles-de-Gaulle Étoile

W A: Airport shuttle from Porte Maillot

- Air France coaches.

- Beauvais airport shuttles.

W B: From PARIS-CHARLES DE GAULLE

AIRPORT

- Air France coaches direct to Porte Maillot, every 30 minutes on average.

- RER B Direction Saint-Rémy-lès-Chevreuse to Saint Michel-Notre Dame station From Saint Michel - Notre Dame station: RER C Direction Pontoise - Argenteuil to Neuilly - Porte Maillot station.

W C: From PARIS-ORLY AIRPORT

- Orlyval to Antony, RER B direction Mitry-Clayeor Paris-Charles de Gaulle airport to Châtelet-les-Halles.From Châtelet-les-Halles: Metro line 1 directionLa Défense to Porte Maillot station.

Access

DIRECTIONS TO THE PALAIS DES CONGRÈS2, place de la Porte Maillot - 75017 Paris

www.groupe.renault.com /Finance/General MeetingA dedicated shareholders’ area will be made available around the time of the 2016 General Meeting, providing all shareholders with the ability to access documentation for the General Meeting and to download Renault’s Registration Document. Throughout the year, shareholders can go to www.groupe.renault.com /Finance for information on Renault’s shareholder communications and all other shareholder services (“Renault Actu” magazine, Shareholders’ Club, etc.).

You may also log on to our website at:

section Finance/General Meeting.

www.groupe.renault.com

This document was printed in France by JOUVE, according to ISO 14001 and Imprim’Vert® standards, guaranteeing the management of hazardous waste in approved centers. Document printed on elemental chlorine-free, recyclable and FSC-approved paper, using pulp from forests managed according to sustainable environmental, economic and social practices

Photo credits: cover : Médiathèque Renault - Internal pages: JAHN, Steffen / PRODIGIOUS Production, Renault Marketing 3D-Commerce, CURTET, Patrick / PRODIGIOUS Production .

Practical information


❏ Mr ❏ Mrs (check the box)

Last name:

First name(s):

Date of birth:

Place of birth (town/city):

Country of birth:

My email address is (please complete using block capitals)

At: ............................................................................., date: ...................................................................... 2017

Signature

@

J J M M A A A A

I the undersigned (all fi elds are required)

❏ Mr ❏ Mrs (check the box)

Last name:

First name(s):

No: Street:

Zip code: City:

Country:

My email address is (please complete using block capitals)

@

✃✃

Please return this form to:

BNP Paribas Securities Services – CTS Assemblées

L es Grands Moulins de Pantin – 9, rue du Débarcadère, 93761 Pantin Cedex – France.

Please send the following documents to my email address below:

❏ Notices of Meeting and documentation for Renault General Meetings

❏ All Renault corporate communications

Acknowledge having received the documents relating to the Combined General Meeting of June 15, 2017 and covered by Article R. 225-81 of the French Commercial

Code, namely: the agenda, the text of draft resolutions and a summary presentation of the Company’s position for the previous fi nancial year (together with a table of

fi ve-year results).

Request that I be sent by Renault, before the Combined General Meeting*, the documents and information covered by Article R. 225-83 of the French Commercial Code**:

❏ Paper copies of documents ❏ Documents in electronic format

Opt for e-convocation

Document request form

Please return this form to:

BNP Paribas Securities Services – CTS Assemblées

Les Grands Moulins de Pantin – 9, rue du Débarcadère, 93761 Pantin Cedex – France.

At: ............................................................................., date: ...................................................................... 2017

Signature * Shareholders owning registered shares may request the Company to send them the documents covered by Article R. 225-81 and R. 225-83 at the

time of each subsequent General Meeting.

** Information on Renault and this General Meeting are available in the 2016 Registration D ocument which is available on our website at www.groupe.renault.com.

PLEASE NOTE, this document

may only be used byregistered shareholders

(direct oradministered).

GROUPE RENAULT

GROUPE RENAULT

My contact details are (all fi elds are required))

Please complete using BLOCK CAPITALS and return to the address given above.

@

Renault 13/15, quai le Gallo92513 Boulogne-Billancourt Cedex FranceTel. : +33 (0)1 76 84 04 04Financial Relations Department of Groupe Renault

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