2009 SHAREHOLDER S MEETING NOTICE

Transcription

1 2009 SHAREHOLDER S MEETING NOTICE YOUR MIXED GENERAL MEETING SHALL CONVENE ON WEDNESDAY MAY 6, 2009 AT 3 P.M. AT THE PALAIS DES CONGRÈS, 2 PLACE DE LA PORTE MAILLOT PARIS

2 Being a Renault shareholder, means : being associated with the life of the Group ; being informed about its activities and its commitments. SUMMARY LETTER TO THE SHAREHOLDERS 3 HOW TO PARTICIPATE IN THE GENERAL MEETING? 4 RESOLUTIONS 8 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 24 RENAULT IN REQUEST FOR DOCUMENTS AND INFORMATION Mixed General Meeting - May 6, Renault

3 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 LETTER TO THE SHAREHOLDERS Dear Shareholder, A privileged time for listening and dialogue between Renault and its shareholders. The Annual General Meeting, with the presence of the members of the Board of Directors and the Group s senior executives, is a privileged time for Renault and its shareholders to communicate. This General Meeting will enable you to be informed of our Group s results and its prospects for the future. It will provide you with the possibility of asking questions and to vote on the resolutions which are submitted for your approval. We are extremely desirous that you take part in this meeting personally. If you are not able to attend, you can either vote by correspondence or appoint your spouse or any other shareholder as your proxy. You can also authorise the Chairman of the Board of Directors, who will chair the meeting, to vote in your name. We thank you in advance for the confi dence that you place in the Group and for your close attention to the resolutions. Louis Schweitzer Carlos Ghosn Mixed General Meeting - May 6, Renault 3

4 HOW TO PARTICIPATE IN THE GENERAL MEETING? You need to hold only one Renault share to attend the General Meeting. HOW TO PARTICIPATE IN THE GENERAL MEETING? 5 HOW DO I COMPLETE THE VOTING FORM? 7 4 Mixed General Meeting - May 6, Renault

5 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 HOW TO PARTICIPATE IN THE GENERAL MEETING? TO PARTICIPATE Renault s General Meeting will convene on May 6, 2009 at the Palais des Congrès*, 2, place de la Porte Maillot Paris at 3 p.m. sharp. The General Meeting is organised to be a true forum for debate with shareholders. In order to attend and to vote, you must hold Renault shares and provide proof that you are a shareholder. You can attend the General Meeting in person, or vote by correspondence or have yourself represented by a proxy. In all cases, please use the form enclosed with this call to the meeting in order to state your choice. (*) See map for access on page 43. PRIOR FORMALITIES TO BE COMPLETED TO ATTEND THE GENERAL MEETING You may attend the General Meeting in person and take part in votes, no matter how many Renault shares you own. If you hold registered shares (registered shares account, administered account or units in the FCPE Actions Renault investment fund), your shares must be registered in your name at midnight (00:00 hours Paris time) on the third business day preceding the General Meeting. If you hold bearer shares, you must have a share ownership certifi cate drawn up by the fi nancial intermediary who manages your securities account, in order to prove that you are a shareholder on the third business day preceding the General Meeting at midnight (00:00 hours Paris time). You are invited to refer to pages 6 and 7 within this present notice, in which you will fi nd a description of the voting right exercise and the way how to complete the voting form. FOR YOUR INFORMATION In the following pages, you will fi nd information about the activity and results of the Group together with a presentation of the resolutions, which are being put to the vote. In addition, you may request the sending of the 2008 annual report, the reference document fi led with the Autorité des M archés F inanciers [French fi nancial markets authority] which is available on our website at the Board of Directors report in extraordinary matters and the company s fi nancial statements, in French or in English. To have this information sent to you, just complete the form entitled request for documents and information and return it in the enclosed freepost envelope. Moreover, you may consult on our website at under the fi nance tab the Regulated Information. Finally, you can examine the documents which will be provided to the General Meeting by consulting them at Renault s registered offi ces, whose address is mentioned hereafter: RENAULT 13-15, QUAI ALPHONSE-LE-GALLO BOULOGNE-BILLANCOURT CEDEX TO ASK FOR ANY QUESTION The General Meeting is a privileged time for Renault and its shareholders to communicate during which you will be able to ask for questions during Q&A session prior to the vote of the resolutions. Nota: For any additional information, see page: 41 Besides, you are inviting to send written questions in line with the agenda, no later than 4 business days before the General Meeting (April 29, 2009) either by: letter with recorded delivery at Renault, 13/15 quai Alphonse-Le-Gallo Boulogne-Billancourt Cedex; or by at the following address: ag.renault@renault.com If you hold bearer shares, your questions will have to be sent together with a certifi cate of share ownership provided by your fi nancial intermediary. Mixed General Meeting - May 6, Renault 5

6 IF YOU WISH TO ATTEND THE GENERAL MEETING IN ORDER TO VOTE You are a Renault shareholder on the date of the General Meeting. How should you complete the enclosed form? IF YOUR SHARES ARE REGISTERED SHARES ( pure registered shares or administered account or units in the FCPE Actions Renault investment fund) Tick box A of the form. Date and sign the form at the bottom. Return the form using the enclosed freepost envelope. The form must be received at midnight (00:00 hours, Paris time) on April 30 at the latest. You will receive an entry pass*. IF YOUR SHARES ARE BEARER SHARES Tick box A on the form. Date and sign the form at the bottom. Return the form, together with a certifi cate of share ownership provided by your fi nancial intermediary, using the enclosed freepost envelope. The form must be received at midnight (00:00 hours, Paris time) on April 30 at the latest. You will receive an entry pass*. Come to the meeting on May 6, with your pass, at the : Palais des Congrès, 2 place de la Porte Maillot Paris. (*) If you do not have time to apply for your entry pass, or if you haven t received it on the day of the General Meeting, you will nevertheless be able to enter the meeting as holder of registered shares or as holder of units in the FCPE Actions Renault investment fund, simply by presenting proof of identity at the welcome desk provided for this purpose at the General Meeting venue. If you are holder of bearer shares, you may attend the General Meeting on presenting proof of identity and a certificate of share ownership. IF YOU WISH TO BE REPRESENTED AT THE GENERAL MEETING YOU WISH TO APPOINT THE CHAIRMAN OF THE GENERAL MEETING AS YOUR PROXY Tick boxes B and 1 on the form. Date and sign the form at the bottom. Your votes will be added to those of the Chairman. You have voted. YOU WISH TO VOTE BY CORRESPONDENCE Tick boxes B and 2 on the form. You should then mark your votes. if you wish to vote against a resolution, or abstain (abstention is also counted as a vote against) blacken out the box corresponding to the number of the resolution in question. If you do not blacken out any box then this will count as a vote for each resolution. Date and sign the form at the bottom. You have voted. YOU WISH TO APPOINT YOUR SPOUSE OR ANOTHER SHAREHOLDER AS YOUR PROXY Tick boxes B and 3 on the form. State the identity (surname and forename) of the person who will represent you. Date and sign the form at the bottom. You have voted. If your shares are registered shares or units in the FCPE Actions Renault investment fund Return the form using the enclosed freepost envelope. If your shares are bearer shares Return the form, together with a certifi cate of share ownership provided by your fi nancial intermediary, using the enclosed freepost envelope. The form must be received at midnight (00:00 hours, Paris time) on April 30 at the latest. 6 Mixed General Meeting - May 6, Renault

7 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 HOW DO I COMPLETE THE VOTING FORM? You wish to attend the General Meeting and receive your entry pass, tick box A You cannot attend the General Meeting and wish to vote by correspondence or have yourself represented, tick box B To give proxy powers to the Chairman, you need only date and si gn the form at the bottom, without forgetting to tick box 1 To grant proxy powers to your spouse or to another Renault shareholder, who will represent you at the General Meeting, tick box 3 and fi ll in this person s details. A B Whatever your choice, don t forget to date and sign here. To vote by correspondence, tick box 2 To vote YES to a resolution, leave the numbered box corresponding to that resolution empty. To vote NO to a resolution or to abstain, blacken out the numbered box corresponding to that resolution. Fill in your surname, forename and address or verify that they have already been filled in. You are invited to connect you on our website where you will fi nd a demo how to complete the voting form? Please do not send your form directly to Renault but to : LINEDATA Services RENAULT AG Autorisation ANTONY Cedex, France Mixed General Meeting - May 6, Renault 7

8 RESOLUTIONS At the time of the General Meeting, the shareholders participate in the Group s decisions by voting on resolutions. AGENDA OF THE MIXED 9 PRESENTATION OF THE RESOLUTIONS 10 RESOLUTIONS 14 INFORMATION CONCERNING DIRECTOR WHOSE RENEWAL IS BEING SUBMITTED TO THE GENERAL MEETING 21 INFORMATION CONCERNING DIRECTORS WHOSE APPOINTMENTS ARE BEING SUBMITTED TO THE GENERAL MEETING 22 INFORMATION CONCERNING THE CANDIDATES WHOSE APPOINTMENT AS DIRECTOR ELECTED BY THE EMPLOYEE SHAREHOLDERS IS SUBMITTED TO THE GENERAL MEETING 23 8 Mixed General Meeting - May 6, Renault

9 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 AGENDA OF THE MIXED (JOINT ORDINARY AND EXTRAORDINARY) GENERAL MEETING AS ORDINARY GENERAL MEETING Approval of the consolidated fi nancial statements for the 2008 fi nancial year. (1 st resolution) Approval of the C ompany s fi nancial statements for the 2008 fi nancial year. (2 nd resolution) Appropriation of the results for (3 rd resolution) Agreements referred to in Article L of the Commercial Code. (4 th resolution) Renewal of a director s term of offi ce. (5 th resolution) Appointment of a director. (6 th resolution) Appointment of a director. (7 th resolution) Appointment of a director elected by the employee shareholders. (8 th resolution) Appointment of a director elected by the employee shareholders. (9 th resolution) Report by the Statutory Auditors on elements used to determine the remuneration of redeemable shares. (10 th resolution) Authorisation for the Company to trade in its own shares on the stock market. (11 th resolution) AS EXTRAORDINARY GENERAL MEETING Authorisation to cancel holdings of the C ompany s own shares. (12 th resolution) Delegation of powers to the Board of Directors in order to issue ordinary shares and securities granting access to the registered capital, with maintenance of the shareholders preferential subscription right. (13 th resolution) Delegation of powers to the Board of Directors in order to issue ordinary shares and securities granting access to the registered capital, with exclusion of the shareholders preferential subscription right. (14 th resolution) Delegation of powers to the Board of Directors in order to issue ordinary shares and securities granting access to the share capital of another c ompany, as remuneration for contributions in kind made to the Company in the form of shares or securities granting access to share capital of another company. (15 th resolution) Global limitation of authorisations. (16 th resolution) Delegation of powers to the Board of Directors to increase the Company s capital by incorporating reserves or profi ts, share issue premiums or contribution issue premiums. (17 th resolution) Authorisation granted to the Board of Directors to grant options for subscription to or purchase of Renault shares to certain employees and to the corporate offi cers. (18 th resolution) Authorisation granted to the Board of Directors to proceed with bonus share awards. (19 th resolution) Capital increase by the issue of shares reserved to employees. (20 th resolution) AS ORDINARY GENERAL MEETING Powers for formalities. (21 st resolution) Mixed General Meeting - May 6, Renault 9

10 PRESENTATION OF THE RESOLUTIONS TWENTY-ONE RESOLUTIONS ARE BEING SUBMITTED TO THE MIXED GENERAL MEETING WHICH WILL BE CONVENED ON MAY 6, 2009 The Board first of all proposes the adoption of eleven resolutions by the Ordinary General Meeting APPROVAL OF THE FINANCIAL STATEMENTS AND APPROPRIATION OF THE RESULTS The first two resolutions deal with the approval of the consolidated fi nancial statements and Renault s fi nancial statements for the 2008 fi nancial year. The presented accounts have been drawn up in accordance with regulations in force, using IFRS (International Financial Reporting Standards) for the consolidated fi nancial statements and in compliance with French statutory and regulatory provisions for the company s own annual fi nancial statements. The third resolution deals with the appropriation of the C ompany s results for the 2008 fi nancial year and the payment of dividends. RENEWAL OF THE TERM OF OFFICE OF A DIRECTOR The fifth resolution asks you to approve the renewal of the term of offi ce of Mrs Dominique de La Garanderie for a new term of four years. This term of offi ce will expire at the end of the General Meeting which votes on the accounts of the fi nancial year ending on December 31, Mrs Dominique de La Garanderie, 65 years old, is a barrister (with the fi rm La Garanderie & Associés), and former President of the Paris Bar Council; she is a member of the Accounts and Audit Committee and of the Appointments and Corporate Governance Committee. Mrs Dominique de La Garanderie meets the independence criteria set out in the AFEP/MEDEF report, as she has no ties of any nature whatsoever with Renault. APPOINTMENT OF TWO DIRECTORS In the midst of an unprecedent crisis, the negative free cash flow* of the Group in 2008 does not allow to distribute dividends for the financial year. To preserve the interests of Renault and its shareholders, without abandoning its competitive dividend policy on a long-term basis, the Group will give priority this year on the reinforcement of the equity capital. REGULATED AGREEMENTS In the fourth resolution, you are asked to approve the C ompany s regulated conventions agreements which are concluded by Renault with its senior executives or directors, or with another company having the same senior executives or directors which have given rise to a report drafted by the Statutory Auditors. In accordance with statutory provisions, this report must be approved each year, even if there were no regulated agreements over the ended fi nancial year. That having been recalled, you are informed that no regulated agreements were concluded over the 2008 fi nancial year. The sixth and seventh resolutions ask you to: appoint Mr Alain J.- P. Belda to replace Mr Louis Schweitzer, who does not wish to be reappointed, for a term of four years which will expire at the end of the General Meeting which votes on the accounts of the fi nancial year ending December 31, Mr Belda, 65 years old, holds offi ce as n on-e xecutive Chairman of ALCOA. Mr Belda meets the independence criteria set out in the AFEP/MEDEF report, as he has no ties of any nature whatsoever with Renault. appoint Mr Takeshi Isayama to replace Mr Itaru Koeda, who does not wish to be reappointed, for a term of four years which will expire at the end of the General Meeting which votes on the accounts of the fi nancial year ending December 31, Mr Takeshi Isayama, 66 years old, holds offi ce as Chairman of the Carlyle Japan LLP. He is appointed as Nissan representative and consequently does not meet the independence criteria set out in the AFEP/MEDEF report. (*) free cash flow : financing capacity less property, plant, equipment and intangibles net of disposals +/- change in the working capital requirement. 10 Mixed General Meeting - May 6, Renault

11 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 STATUTORY AUDITORS REPORT ON REDEEMABLE SHARES The appointments of Mr Belda and Mr Isayama, who meet the individual qualities which Renault expects of a director, will make it possible to increase the proportion of directors with industrial and international experience, with a view to adjusting skills to the future concerns of the enterprise. The competency, personality and international experience of these persons will constitute a precious contribution to Renault s Board. The tenth resolution proposes that the General Meeting take formal note of the Statutory Auditors report on elements used to determine the remuneration of redeemable shares, including in particular its variable part tied to the development of Renault s consolidated turnover in 2008 as determined by constant methods with reference to a constant structure. The coupon which will be paid to bearers of Renault equity loans on October 26, 2009 will amount to euros, comprising a fi xed part of euros and a variable part of euros. Additional information about the positions held by the Directors is presented on pages 22 of the call notice and is taken up in Chapter 4, part 1 of the registration document. Moreover, the website fi nance section allows you to fi nd all of the information concerning the General Meeting. APPOINTMENT OF THE DIRECTOR REPRESENTING THE EMPLOYEE SHAREHOLDERS The eighth and ninth resolutions concern the appointment of a director nominated by the employee shareholders, to replace Mr Georges Stcherbatcheff whose term of offi ce will end at the end of this General Meeting. Following the elections which were organised on F ebruary 4, 2009, the candidates are Mr Philippe Chartier and Mr Michel Sailly. The two candidacies shall be proposed for a vote by the Ordinary General Meeting (OGM) in May 2009, which will then appoint the director to Renault s Board of Directors of Renault for a term of offi ce of four years. Only the candidate who obtains the greatest number of votes, in addition to obtaining the required majority, shall be appointed. Votes in favour of both candidates will be null. AUTHORISATION FOR THE BOARD TO PURCHASE THE COMPANY S OWN SHARES Over 2008, your Company acquired 1,618,000 shares pursuant to the authorisation granted by the General Meeting of May 2, As at December 31, 2008, the portfolio contained 8,773,698 shares; this holding of treasury stock was equivalent to % of the company s share capital. Shares held as treasury stock are not entitled to dividends or voting rights. In the eleventh resolution, you are asked to authorise the Board of Directors to put a programme into place for the acquisition of the C ompany s own shares under those conditions and with those objectives laid down by law. This authorisation is given for a maximum period of eighteen months as of this General Meeting, and will substitute itself for the authorisation given at the last General Meeting. This resolution provides that share acquisitions cannot be made during a takeover bid, except with strict compliance with the conditions defi ned by the General Regulations of the Autorité des marchés fi nanciers (AMF), and solely in order to allow the Company to perform its prior commitments. The presented resolution provides for a maximum purchase price of 50 euros per share, plus acquisition costs. While this is a customary resolution, the maximum number of shares that may be acquired is limited, having regard to the current economic context, to 5% of the share capital (compared to 10% in 2008) and the maximum amount of funds that may be invested in the purchase of treasury stock is million euros. A document entitled programme description, describing the terms of these purchases can be consulted on the renault.com website under the Finance and Regulatory Information tabs. An overview of these operations will be presented to the General Meeting called to decide on the accounts for the 2009 fi nancial year. Mixed General Meeting - May 6, Renault 11

12 Next, nine resolutions are within the powers of the Extraordinary General Meeting AUTHORISATION GIVEN TO THE BOARD TO REDUCE THE SHARE CAPITAL BY CANCELLING SHARES In the twelfth resolution, it is proposed that the General Meeting authorise the Board, for a period of 18 months, to reduce the registered capital by cancelling shares acquired in the programme for purchase of the C ompany s own shares. The terms for these acquisitions are those defi ned in the eleventh resolution. Cancelling shares causes a change in the amount of the registered capital, and consequently a change in the terms of the Articles of Association, which can only be authorised by the Extraordinary General Meeting. The purpose of this resolution is therefore to delegate such powers to the Board. This authorisation will cause any prior authorisation of the same nature to lapse, with respect to any unused amounts there under. The power to cancel shares was used by the Board of Directors at its meeting of February 11, 2009 in order to cover the stock dilution associated with the exercise of stock options following the death of their benefi ciaries. This cancellation did not lead to any change in the share capital insofar as the treasury stock which had initially been earmarked to cover stock option plans were used. CAPITAL INCREASE The thirteenth, fourteenth, fifteenth and sixteenth resolutions are intended to provide the Board of your Company with a bundle of authorisations allowing it, where necessary, to proceed with various fi nancial operations causing a capital increase for the Company. These authorisations, which cancel and replace those granted in the past, have an overall cap of fi ve hundred million euros for capital increases and three billion euros for bonds (sixteenth resolution). In addition to this overall cap, there are individual caps which are in line with best market practices and which apply depending on the type of transaction planned: the maximum par value for issues of ordinary shares that may be decided upon by your Board of Directors (while maintaining the preferential subscription right) amounts to fi ve hundred million euros; this amount would lead to the creation of new shares equal to 46 % of the existing share capital at the present date; the maximum par value for issues of ordinary shares that may be decided upon by your Board of Directors (while excluding the preferential subscription right) amounts to three hundred and fi fty million euros; this amount would lead to the creation of new shares equal to 32 % of the existing share capital at the present date. This amount shall be comprised in the overall cap of fi ve hundred millions euros. The shareholders attention is drawn to the fact that the inconvenienc es which would arise from a possible capital increase with the exclusion of the preferential subscription right are offset by the introduction, for the fi rst time, of a compulsory priority period of fi ve days covering the entire amount of the issue made by public offering in favour of the shareholders. It should furthermore be noted that the authorisation provides, in accordance with the Ordinance of January 22, 2009 which, among other things, amended Article L of the Commercial Code, the possibility of proceeding with a capital increase by way of a private placement addressed to qualifi ed investors or to a restricted circle of investors, up to a limit of 20% of the share capital per year. This amount shall be comprised in the overall cap of three hundred and fi fty million euros. The aim is to facilitate the use of this form of fi nancing for companies, which is faster and simpler than a capital increase offered to the general public; issues made against a contribution in kind are limited to 10% of the share capital existing at the present date. These resolutions, which Renault has never made use of, and which constitute habitual authorisations in accordance with market practices, have been specifically adjusted in order to give your Board the greatest latitude to act to the best of your Company s interests while taking the expectations and concerns of the shareholders into account. Their aim is to provide Renault with all latitude to respond to the requirements of the market. As is the case every year, the shareholders shall be informed of any use made of these resolutions in the summary table of authorisations and powers which appears in chapter of the 2008 registration document. In the seventeenth resolution, capital increases arising from the incorporation into the capital of reserves, profi ts, premiums or any other element which could be incorporated into the capital shall be capped at one b illion euros (this amount being strictly identical to previous authorisations). The existence of a distinct and autonomous cap is justifi ed by the quite different nature of incorporating reserves and other items into the capital because this arises either by the award of bonus shares to shareholders, or by the increase in the par value of existing shares, meaning that it is without dilution for the shareholders and without any effect on the volume of the Company s equity capital. 12 Mixed General Meeting - May 6, Renault

13 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS TO GRANT OPTIONS FOR SUBSCRIPTION TO OR PURCHASE OF RENAULT SHARES/BONUS SHARE AWARDS The eighteenth and nineteenth resolutions are tools for the motivation of staff, in line with the AFEP/MEDEF recommendations of October 2008 which Renault has adhered to. Two new authorisations are being put to the vote, for a duration of 26 months each, capped at, respectively, 2% (stock options) and 0.5% (bonus shares) of the amount of shares comprising the registered capital at the date of the General Meeting, it being specifi ed that each corporate offi cer will be eligible only for stock options and within a limit of 0.10% of the share capital. In addition, these resolutions enter into the continuity of authorisations granted by the General Meeting on May 4, 2006 insofar as any exercise of stock options and/or award of bonus shares are conditional upon very strict performance criteria. Overview of the authorisation given by the General Meeting of May 4, 2006: Designed as a veritable management tool, making it possible to more closely link individual and collective levels of performance, this tool takes on its full dimension in the current context. Thus, none of the 2,080,000 options granted under the 2008 annual plan will be able to be exercised due to the failure to attain the performance criterion associated with the operating margin. More generally, the options and bonus shares granted in 2006 under the Renault Commitment 2009 plan will most likely not be able to be exercised in It follows that the neutralisation of the above plans will bring the number of potentially exercisable options and bonus shares down to 5.48% of the share capital. Considering the nature of the performance conditions described above, stock options are increasingly being used as a veritable tool in order to have the interests of the beneficiaries converge with those of the shareholders; this is therefore a manner of sharing the same confidence in the strong and long-lasting growth of the enterprise. AUTHORISATION TO PROCEED WITH A CAPITAL INCREASE BY THE ISSUE OF SHARES RESERVED TO EMPLOYEES As this Extraordinary General Meeting is being called upon to decide on authorisation granted to the Board to attribute stock options, including notably subscription options which if exercised will increase the Company s registered capital, then in accordance with Article L of the Commercial Code we are asking the General Meeting to adopt a resolution concerning a capital increase reserved to employees in the framework of Articles L and L of the Employment Code on employee shareholding, and Articles L and L of the Commercial Code. This twentieth resolution grants your Board power to proceed, on one or more occasions, with a capital increase reserved to employees who are members of a company savings scheme, by issuing new shares and, where applicable, the award of bonus shares, within a limit of 3% of the amount of shares making up the registered capital (compared to 4% in 2008). The cap for this grant of powers has been reduced in order to put it in line with market practices, which adjust the cap according to the level of employee holdings in the registered capital (3.11% at December 31, 2008). POWERS FOR FORMALITIES The twenty-first resolution is a standard resolution granting powers necessary to proceed with publication and other formalities. That said, while the performance conditions applicable to the plans granted under the authorisation of May 4, 2006 were fi xed on the basis of an operating margin commitment (for 50%) and on individual performance conditions (for 50%), the allocations that may be decided upon by the Board of Directors in the context of these new authorisations will be subject to a new performance indicator, namely free cash fl ow, it being recalled that attaining a positive free cash fl ow will, in 2009, be Renault s unique objective for which all of the staff is now mobilised. Mixed General Meeting - May 6, Renault 13

14 RESOLUTIONS AS ORDINARY GENERAL MEETING FIRST RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS The General Meeting, having examined the management report from the Board of Directors and the report of the Statutory Auditors on the accounts of the fi nancial year ended on December 31, 2008, hereby approves the consolidated fi nancial statements as they have been presented to it, drawn up pursuant to Articles L et seq. of the Commercial Code, showing net profi ts of 598,000,000. SECOND RESOLUTION APPROVAL OF THE COMPANY S FINANCIAL STATEMENTS The General Meeting, having examined the management report from the Board of Directors and the general report of the Statutory Auditors on the accounts of the fi nancial year ended December 31, 2008, hereby approves, as they have been presented, the accounts for this fi nancial year showing losses of 863,607, It also approves the operations evidenced by these accounts or summarised in these reports. THIRD RESOLUTION APPROPRIATION OF THE RESULTS The General Meeting hereby decides to appropriate the results of the fi nancial year as follows: L osses from the financial year - 863,607, Allocation to the statutory reserve / Remainder / Previous carry forward 7,166,305, Distributable profits for the financial year 6, 302, 697, Dividends / New carry forward 6,302,697, In addition, the General Meeting acknowledges that, over the last three fi nancial years, the following dividends have been paid out: FINANCIAL YEAR DIVIDEND PER SHARE TAX CREDIT no tax credit no tax credit no tax credit FOURTH RESOLUTION AGREEMENTS REFERRED TO IN ARTICLE L OF THE COMMERCIAL CODE The General Meeting, after having heard the reading of the report of the Statutory Auditors on agreements referred to in Article L of the Commercial Code, and deciding on the basis of this report, hereby approves each of these agreements referred to therein. FIFTH RESOLUTION RENEWAL OF A DIRECTOR S TERM OF OFFICE The General Meeting hereby renews the term of offi ce of Mrs Dominique de La Garanderie, for a term of four years, i.e. until the General Meeting deciding on the accounts of the fi nancial year ending December 31, SEVENTH RESOLUTION APPOINTMENT OF A DIRECTOR The General Meeting hereby appoints Mr Takeshi Isayama as director to replace Mr Itaru Koeda, whose term of offi ce will end at the end of this General Meeting, for a term of four years, i.e. until the General Meeting deciding on the accounts of the fi nancial year ending December 31, SEVENTH RESOLUTION APPOINTMENT OF A DIRECTOR The General Meeting hereby appoints Mr Alain J.P. Belda as director to replace Mr Louis Schweitzer, whose term of offi ce will end at the end of this General Meeting, for a term of four years, i.e. until the General Meeting deciding on the accounts of the fi nancial year ending December 31, EIGHTH RESOLUTION APPOINTMENT OF A DIRECTOR ELECTED BY THE EMPLOYEE SHAREHOLDERS The General Meeting hereby decides: to appoint, on a proposal by the employee shareholders, and to replace Mr Georges Stcherbatcheff whose term of offi ce will end at the end of this General Meeting, Mr Philippe Chartier, for a duration of four years, i.e. until the General Meeting deciding on the accounts of the fi nancial year ending December 31, 2012; that (i) in the event that this resolution together with the ninth resolution should receive a number of votes in favour exceeding the majority of votes available to the shareholders present or represented, only the resolution which receives the greatest number of votes in favour shall be deemed to be adopted and the other resolution shall correlatively be deemed to have been rejected by this General Meeting; and (ii) in the event that neither the eighth nor the ninth resolution receive a number of votes in favour exceeding the majority of votes available to the shareholders present or represented, neither of the candidates proposed by the employee shareholders shall be appointed as director. NINTH RESOLUTION APPOINTMENT OF A DIRECTOR ELECTED BY THE EMPLOYEE SHARHOLDERS The General Meeting hereby decides: to appoint, on a nomination by the employee shareholders, to replace Mr Georges Stcherbatcheff whose term of offi ce will end at the end of this General Meeting, Mr Michel Sailly, for a duration of four years, i.e. until the General Meeting deciding on the accounts of the fi nancial year ending December 31, 2012; that (i) in the event that this resolution together with the eighth resolution should receive a number of votes in favour exceeding the majority of votes available to the shareholders present or represented, only the resolution which receives the greatest number of votes in favour shall be deemed to be adopted and the other resolution shall correlatively be deemed to have been rejected by this General Meeting; 14 Mixed General Meeting - May 6, Renault

15 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 and (ii) in the event that neither the eighth nor the ninth resolutions receive a number of votes in favour exceeding the majority of votes available to the shareholders present or represented, neither of the candidates proposed by the employee shareholders shall be appointed as director. TENTH RESOLUTION REPORT BY THE STATUTORY AUDITORS ON ELEMENTS USED TO DETERMINE THE REMUNERATION OF REDEEMABLE SHARES The General Meeting takes note of the report of the Statutory Auditors on elements used for the determination of the remuneration of redeemable shares. ELEVENTH RESOLUTION AUTHORISATION FOR THE COMPANY TO TRADE IN ITS OWN SHARES ON THE STOCK MARKET The General Meeting, having examined the report from the Board of Directors, authorises the Board of Directors, pursuant to the provisions of Article L of the Commercial Code, to deal in the Company s own shares under the conditions and within the limits set forth in law and regulations. The purpose of this authorisation is to allow the Company to make use of the possibilities accorded by the provisions of the law for dealing in its own shares, in particular in order to: (i) use all or part of the shares acquired in order to cover stock option plans or bonus share award plans, in order to offset the dilution associated with the exercise of share subscription options, or to cover any other forms of allotment intended for employees and offi cers of the Company and its Group under those terms and conditions laid by law; (ii) cancel them, subject to the adoption of the twelfth resolution by the Mixed General Meeting; (iii) deliver its shares for the exercise of rights attached to securities which provide entitlement, either by conversion, exercise, redemption or exchange, to the attribution of shares in the Company, in the framework of stock market regulations; (iv) animate and maintain the secondary market or the liquidity of Renault s shares through an Investment Services Provider via a liquidity agreement in accordance with the good trade practices charter recognised by the Autorité des marchés fi nanciers [French fi nancial markets authority]; (v) use all or part of the shares acquired for conservation and later delivery as exchange or as payment in the context of any external growth operations. The purchase, sale, transfer or exchange of these shares may be undertaken by all means, subject to compliance with regulations in force, including in over-the-counter sales and by block of shares, and through the use of fi nancial derivatives, and the use of option-based strategies (purchase and sale of call and put options, and all combinations there of in compliance with regulations in force), and at such times as the Board of Directors may think fi t. At the time of a public takeover bid, these transactions may only be carried out in strict compliance with the conditions of Article of the General Regulations of the Autorité de M archés F inanciers (AMF), in order to allow the Company to meet its prior commitments, and solely: if, on the one hand, the takeover bid for Renault shares is fully paid in cash; and if, on the other hand, the acquisition transactions (a) are carried out in the continuation of a programme which is already under way, (b) enter within the objectives set out above in points (i) to (iii) and (v) above, and (c) are not liable to cause the bid to fail. The General Meeting hereby fi xes the maximum purchase price at 50 euros per share, excluding acquisition costs, on the one hand, and the maximum number of shares that may be acquired at 5% of the registered capital, on the other hand, it being recalled that A) this limit applies to an amount of the Company s share capital as adjusted, where applicable, to take account of any transactions affecting the registered capital after this General Meeting and that B) where the shares are bought in order to favour liquidity under those conditions defi ned by the AMF s General Regulations, the number of shares taken into account for the calculation 5% of the share capital as provided for in the fi rst paragraph corresponds to the number of shares acquired, after deducting the number of shares resold over the duration of the authorisation. The total amount that the Company may use for the purchase of its own shares may not exceed million. In accordance with the provisions of Article L of the Commercial Code, the Company may not hold, directly or through the intermediary of any person or entity acting in its own name, more than 10% of the total of its own shares, nor more than 10% of any given class of shares. The number of shares acquired by the Company with a view to their conservation or exchange in the context of a merger, demerger, spin-off or capital contribution may not exceed 5% of its share capital. In the event of a capital increase by incorporation of reserves, gratuitous allocation of shares or increase in the par value of shares, or in the event of either a share split or reverse split, or any other transaction concerning shareholders equity, the prices indicated hereinabove shall be adjusted by a multiplying ratio equal to the ratio between the number of shares making up the registered capital prior to the operation and this number after the operation. The General Meeting notes that the shareholders shall be informed, at the next annual General Meeting, of the precise allocation of acquired shares to the various pursued aims for all acquisitions of the C ompany s own shares. The General Meeting decides that this authorisation may also be used for a share price guarantee procedure, in compliance with regulations in force. This authorisation is granted for a duration which shall end on the next Annual General Meeting for the approval of the accounts, without however exceeding a maximum duration of eighteen months. All powers are hereby granted to the Board of Directors, with the possibility of sub-delegation, in order to make all stock market orders, conclude any and all agreements, draw up all documents including notably for information purposes, proceed with all formalities and declarations with respect to all bodies and, in general, do all that is necessary. Mixed General Meeting - May 6, Renault 15

16 AS EXTRAORDINARY GENERAL MEETING TWELFTH RESOLUTION AUTHORISATION TO CANCEL HOLDINGS OF THE COMPANY S OWN SHARES The General Meeting, having examined the report from the Board of Directors and the special report of the Statutory Auditors, authorises the Board of Directors, pursuant to Article L of the Commercial Code, with the possibility to sub-delegate such authorisation: to cancel, on one or more occasions, any shares acquired through the implementation of the authorisation granted in the eleventh resolution submitted to this General Meeting, or any resolution which may be substituted for the same, up to a limit, within any period of twenty-four months, of 10% of the total number of shares making up the registered capital at the time of such operation, and, correlatively, to reduce the registered capital by applying the amount of the difference between the redemption value of the shares and their par value against any issue premium item or reserve item in the accounts; to amend the Articles of Association as a consequence and fulfi l all necessary formalities. This authorisation has been granted for a period which shall end at the next annual General Meeting called to approve the accounts, without however exceeding a maximum duration of 18 months. THIRTEENTH RESOLUTION DELEGATION OF POWERS TO THE BOARD OF DIRECTORS IN ORDER TO ISSUE ORDINARY SHARES AND SECURITIES GRANTING ACCESS TO THE REGISTERED CAPITAL, WITH MAINTENANCE OF THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT The General Meeting, having examined the report from the Board of Directors and the special report from the Statutory Auditors, and pursuant to the provisions of Articles L to L , L and L of the Commercial Code: delegates to the Board of Directors the power to decide, on one or more occasions, in such proportions and at such times as it may think fi t, whether in France or abroad, on the issue of shares of the C ompany as well as any securities of any nature whatsoever providing access, whether immediately and/or at a future date, to ordinary shares in the C ompany; decides that the amount of the capital increases liable to be made immediately and/or at a future date pursuant to the above delegation of powers may not exceed fi ve hundred million euros, to which sum shall be added, where necessary, the par value of supplementary shares to be issued in order to preserve, in compliance with the l aw, the rights of holders of securities providing entitlement to shares; decides, in addition, that the par value of the loan securities liable to be issued pursuant to the above delegation of powers may not be greater than three billion euros, or its equivalent in foreign currencies; decides that the shareholders may exercise their preferential subscription rights for irreducible amounts under such conditions as provided by law. In addition, the Board of Directors shall have the possibility of granting shareholders the right to subscribe, as reducible amounts, to a number of shares which is greater than the number they may subscribe to as irreducible amounts, proportionally to their subscription rights and, in any event, up to the limit of the number they request. Where subscriptions made irreducibly and, where applicable, reducibly do not absorb the entire issue of shares or securities as defi ned above, the Board of Directors may make use of one or more of the following possibilities, in such order as it may think fi t:. limit the issue to the number of subscriptions provided that this amounts to at least three quarters of the planned amount of the issue,. freely allot all or part of the unsubscribed securities,. offer all or part of the unsubscribed securities to the general public; observes that, where necessary, the above delegation of powers shall fully and automatically carry with it, in favour of holders of securities providing entitlement to shares in the C ompany at a future date as may be issued, the waiver by the shareholders of their preferential right of subscription to the shares to which said securities provide entitlement; decides to exclude the shareholders preferential subscription rights for shares issued by the conversion of bonds or by the exercise of warrants; decides that the sum collected by the C ompany or which is to be collected by it for each of the shares issued in the framework of the above delegation of powers, shall be at least equal to the par value of the shares; decides that the Board of Directors shall have all powers, with the right to sub-delegate, under those conditions laid down by law, to implement this delegation of powers, to determine the terms of issue, to observe the capital increases arising as a consequence, to proceed with any adjustments in order to take account of the impact of the operation on the C ompany s share capital and to fi x the mechanism for the preservation of rights of holders of securities providing future access to the share capital of the C ompany, in accordance with laws and regulations, and to proceed with the correlative amendment of the Articles of Association. In addition, the Board may proceed, where necessary, with any and all deductions from the issue premium including in particular for expenses incurred for the completion of the issue, and shall generally take all necessary steps and conclude all agreements in order to complete such issues properly; decides that in the event of an issue of loan securities, the Board of Directors shall have all powers, with the possibility of sub-delegating said powers under those conditions laid down by law, in order to decide, in particular, on whether said securities shall be subordinated or not, on their interest rate, their issue currency, their term, the fi xed or variable redemption price with or without a premium, the details of amortisation depending on market conditions and the conditions under which said securities shall provide entitlement to shares in the C ompany. The Board of Directors shall report to the shareholders on the use which is made of this delegation of powers, under those conditions laid down in Article L paragraph 6 of the Commercial Code; the delegation of powers thus granted to the Board of Directors shall be valid for a period of twenty-six months as of this date, and, within this limit, until the meeting of the General Meeting called to decide on the accounts for the 2010 fi nancial year; this delegation of powers shall cancel the effect of any prior delegation of powers concerning the same subject-matter. FOURTEENTH RESOLUTION DELEGATION OF POWERS TO THE BOARD OF DIRECTORS IN ORDER TO ISSUE ORDINARY SHARES AND SECURITIES GRANTING ACCESS TO THE REGISTERED CAPITAL, WITH EXCLUSION OF THE SHAREHOLDERS PREFERENTIAL SUBSCRIPTION RIGHT The General Meeting, having examined the report from the Board of Directors and the special report from the Statutory Auditors, and pursuant to the 16 Mixed General Meeting - May 6, Renault

17 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 provisions of Articles L to L , L , L and L et seq. of the Commercial Code: delegates to the Board of Directors the power to decide, on one or more occasions, in such proportions and at such times as it may think fi t, whether in France or abroad, on the issue of ordinary shares of the C ompany as well as any securities of any nature whatsoever providing access, whether immediately and/or at a future date, to shares in the C ompany, including where said securities are issued pursuant to Article L of the Commercial Code; decides that the amount of capital increases liable to undertaken immediately and/or at a future date pursuant to the above delegation of powers may not be greater than three hundred and fi fty million euros, to which sum shall be added, where necessary, the par value of supplementary shares to be issued in order to preserve, in compliance with the law, the rights of holders of securities providing entitlement to shares; decides that the capital increases that may be made pursuant to this delegation of powers may be made by private placement, intended for qualifi ed investors or a restricted circle of investors, under those conditions laid down in Article L as amended by Ordinance No of January 22, 2009 (entry into force effective as of April 1, 2009) and within a limit of 20% of the registered capital; it being specifi ed that this cap shall apply against the cap fi xed under the terms of this resolution; decides, in addition, that the par value of the loan securities liable to be issued pursuant to the above delegation of powers may not be greater than three billion euros, or its equivalent in foreign currencies; decides to exclude shareholders preferential subscription rights for the ordinary shares and securities to be issued, it being understood that the Board of Directors shall grant shareholders priority in subscribing to all of a public offer, during a time period of 5 days. This priority right shall not give rise to the creation of negotiable rights, but may, should the Board of Directors think fi t, be exercised for both irreducible and reducible amounts; decides that if subscriptions by shareholders or members of the public do not absorb the entire issue of shares or securities as defi ned above, the Board of Directors may use one or more of the following possibilities, in such order as it may think fi t:. limit the issue to the number of subscriptions provided that this amounts to at least three quarters of the planned amount of the issue,. freely allot all or part of the unsubscribed securities,. offer all or part of the unsubscribed securities to the general public; observes that, where necessary, the above delegation shall fully and automatically carry with it, in favour of holders of securities providing future entitlement to shares in the company as may be issued, the waiver by shareholders of their preferential right of subscription to the shares to which said securities provide entitlement. Decides to exclude shareholders preferential subscription rights for shares issued by the conversion of bonds or by the exercise of warrants; decides that the issue price of the shares shall be at least equal to the minimum price as provided by laws and regulations in force at the time of the issue (which at the present date is the weighted average stock market price over the last three stock market sessions preceding the fi xing of the price, with the possible application of a discount of up to 5%); decides that the Board of Directors shall have all powers, with the right to sub-delegate, under those conditions laid down by law, to implement this delegation of powers, to determine the terms of issue, to observe the capital increases arising as a consequence, to proceed with any adjustments in order to take account of the impact of the operation on the C ompany s share capital and to fi x the mechanism for the preservation of rights of holders of securities providing future access to the share capital of the C ompany, in accordance with laws and regulations. In addition, the Board may proceed, where necessary, with any and all deductions from the issue premium including in particular for expenses incurred for the completion of the issue, and shall generally take all necessary steps and conclude all agreements in order to complete such issues properly; decides that in the event of issue of ordinary shares or securities providing access to the C ompany s share capital for the purpose of remunerating securities contributed to the C ompany under a public exchange offer concerning the securities of a company which are admitted to one of the regulated markets referred to in Article L of the Commercial Code, the Board of Directors shall have all powers, with the possibility of sub-delegating said powers under those conditions laid down by law, in order to fi x the exchange ratio and any balancing cash adjustment to be paid, as applicable, to observe the number of securities provided in exchange and the number of ordinary shares or securities to be created to remunerate the same; to determine the dates and the terms of their issue, including notably their price and the date of entitlement to dividends for new ordinary shares or, as the case may be, of the securities granting access to the Company s share capital; to record the difference between the issue price of the new ordinary shares and their par value in an account entitled contribution issue premiums appearing among the equity and liabilities items of the balance sheet, to which all of the shareholders shall be entitled; and to proceed, where necessary, with any and all deductions from said contribution issue premium including in particular for expenses incurred for the authorised operation; decides that in the event of an issue of loan securities, the Board of Directors shall have all powers, with the possibility of sub-delegating said powers under those conditions laid down by law, in order to decide, in particular, on whether said securities shall be subordinated or not, on their interest rate, their issue currency, their term, the fi xed or variable redemption price with or without a premium, the details of amortisation depending on market conditions and the conditions under which said securities shall provide entitlement to shares in the C ompany. The Board of Directors shall report to the shareholders on the use which is made of this delegation of powers, under those conditions laid down in Article L paragraph 6 of the commercial Code; the delegation of powers thus granted to the Board of Directors shall be valid for a period of twenty-six months as of this date, and, within this limit, until the meeting of the General Meeting called to decide on the accounts for the 2010 fi nancial year; this delegation of powers shall cancel the effect of any prior delegation of powers concerning the same subject-matter. FIFTEENTH RESOLUTION DELEGATION OF POWERS TO THE BOARD OF DIRECTORS IN ORDER TO ISSUE ORDINARY SHARES AND SECURITIES GRANTING ACCESS TO THE SHARE CAPITAL OF ANOTHER COMPANY, AS REMUNERATION FOR CONTRIBUTIONS IN KIND MADE TO THE COMPANY IN THE FORM OF SHARES OR SECURITIES GRANTING ACCESS TO SHARE CAPITAL OF ANOTHER COMPANY The General Meeting, after having examined the report from the Board of Directors and the special report from the Statutory Auditors, authorises the Board of Directors, on the basis of a report by the Statutory Auditor and within a limit of 10% of its registered capital, to issue shares and securities granting access to the share capital with a view to remunerating contributions in kind made to the C ompany in the form of shares or securities granting access to the capital of another company, where the provisions of Article L of the Commercial Code do not apply. Mixed General Meeting - May 6, Renault 17

18 The General Meeting observes that: this delegation shall fully and automatically carry with it, in favour of holders of securities providing access to the C ompany s share capital, the waiver by shareholders of their preferential right of subscription for those shares to which said securities provide entitlement; in addition to the statutory limit of 10% of the registered capital, laid down in Article L of the Commercial Code, issues made pursuant to this delegation of powers must remain within those limits provided for in the thirteenth resolution submitted to this General Meeting; the Board of Directors shall have all powers, with the right to sub-delegate within those limits laid down by law, in order to implement this delegation, including notably to decide, on the basis of a report by the Statutory Auditor, on the evaluation of capital contributions and the granting of special advantages and the value thereof, to observe the fi nal completion of the capital increases made pursuant to this delegation, to proceed with the correlative amendment of the Articles of Association, to proceed with all formalities and, generally, to do all that is necessary. The authorisation hereby granted to the Board of Directors shall be valid for a period of twenty-six months as of this date, and, within this limit, until the meeting of the General Meeting called to decide on the accounts for the 2010 fi nancial year. This delegation of powers sha ll cancel the effect of any prior delegation of powers concerning the same subject-matter. SIXTEENTH RESOLUTION GLOBAL LIMITATION OF AUTHORISATIONS The General Meeting, having examined the report from the Board of Directors, and as a consequence of the adoption of the thirteenth, fourteenth and fi fteenth resolutions, decides: to fi x the maximum par value of capital increases, whether immediate and/or at a future date, liable to be undertaken pursuant to the authorisations granted by the aforementioned resolutions, at the sum of fi ve hundred million euros, it being specifi ed that to this par value shall be added, where necessary, the par value of supplementary shares to be issued in order to preserve, in accordance with the law, the rights of holders of securities providing entitlement to shares; and, to fi x the maximum par value of loan securities liable to be issued pursuant to the authorisation granted by the aforementioned resolutions at the sum of three billion euros, or its equivalent in foreign currencies. SEVENTEENTH RESOLUTION DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY S CAPITAL BY INCORPORATING RESERVES OR PROFITS, SHARE ISSUE PREMIUMS OR CONTRIBUTION ISSUE PREMIUMS The Extraordinary General Meeting, deciding under the quorum and majority conditions required for ordinary general meetings, after having examined the r eport from the Board of Directors, and deciding pursuant to Articles L to L and L , hereby delegates the necessary powers to the Board of Directors in order to increase the share capital, on one or more occasions, by an amount of up to a maximum par value of one billion euros by successive or simultaneous incorporation into the capital of all or part of the reserves, profi ts or share issue premiums, contribution issue premiums or merger issue premiums, to be undertaken by the creation and gratuitous allotment of shares or by the increase of the par value of shares or by the joint use of both of these processes. The General Meeting decides that fractions of rights arising there from shall not be negotiable and the corresponding shares shall be sold; the sums arising from the sale shall be granted to the owners of the rights at the latest thirty days after the date of registration in their account of the whole number of allotted shares. The General Meeting hereby grants all powers to the Board of Directors, with the right to sub-delegate, under those conditions laid down by law, in order to implement this delegation and in particular to determine the dates and mechanism of issue, to fi x the issue price and conditions, to fi x the amounts to be issued and, more generally, to take all steps in order to ensure the proper completion of the same, to accomplish all acts and formalities in order to make the corresponding capital increase(s) defi nitive and to make the correlative amendments to the Articles of Association. This delegation of powers shall be valid for a period of twenty-six months as of this date, and, within this limit, until the meeting of the General Meeting called to decide on the accounts for the 2010 fi nancial year. This delegation of powers sha ll cancel the effect of any prior delegation of powers concerning the same subject-matter. EIGHTEENTH RESOLUTION AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS TO GRANT OPTIONS FOR SUBSCRIPTION TO OR PURCHASE OF RENAULT SHARES TO CERTAIN EMPLOYEES AND TO THE CORPORATE OFFICERS The General Meeting, after having examined the report from the Board of Directors and the special report of the Statutory Auditors, hereby authorises the Board of Directors, pursuant to Article L of the Commercial Code, to grant, on one or more occasions, in favour of certain management staff in the Company and in the companies and groupings which are bound to it under those conditions referred to in Article L of the Commercial Code, stock options providing entitlement to the subscription of new shares in the Company issued by way of a capital increase, or the purchase of shares in the Company as acquired by the company itself under statutory and regulatory conditions. The General Meeting, in addition, hereby authorises the Board of Directors, pursuant to Article L , to grant said options to the Chairman of the Board of Directors, to the Chief Executive O ffi cer and to the Deputy Chief Executives, provided that it is satisfi ed to at least one of the conditions defi ned in Article L of the Commercial Code. The Board of Directors shall have a period not exceeding twenty-six months as of the date of this General Meeting, in order to use this authorisation on one or more occasions. The total number of stock options which may be granted in this way may not provide entitlement to purchase or subscribe to a number of shares which is greater than 2% of the amount of the shares making up the registered capital on the date hereof, it being specifi ed that the corporate offi cers may only benefi t from an award amounting to 0.10% of the share capital. Moreover, the General Meeting hereby takes note that, pursuant to Article L of the Commercial Code, this authorisation includes, for the benefi ciaries of options for subscription, the express waiver by the shareholders of their preferential subscription right for shares issued progressively with the exercise of options. As of the date of attribution of stock options by the Board of Directors, the benefi ciaries of these options shall have a minimum period of four years and a maximum of eight years in order to exercise this option. After this period has expired, the stock option shall lapse defi nitively. The following may not benefi t from stock options: company offi cers and members of staff of the Company and of Groupings which are connected under those conditions referred to in Article L of the Commercial Code, who hold more than 10% of the registered capital of the Company. 18 Mixed General Meeting - May 6, Renault

19 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 The price to be paid on exercise of a subscription and/or purchase option by the benefi ciaries shall be determined on the date on which the stock options are granted by the Board of Directors. The subscription and/or purchase price for the shares shall be fi xed by the Board of Directors on the date on which the options are granted, within those limits and according to those terms laid down by law, it being specifi ed that the Board of Directors may not apply any rebate or discount and the price shall therefore be at least equal to the average of the weighted average list price over the twenty stock market sessions preceding the date on which the option is granted. No option may be granted less than twenty stock market sessions after the detachment of a coupon providing entitlement to dividends or capital increase. No option may be granted: within a period of ten stock market sessions preceding and following the date on which the consolidated fi nancial statements, or in their absence the C ompany s fi nancial statements, were made public; during the period between the date on which the corporate decisionmaking bodies became aware of information which, if it were made public, could have a signifi cant effect on the market price of Renault shares, and the date which follows ten stock market sessions after the date on which said information was made public. The General Meeting hereby expressly makes the attribution and/or exercise of purchase or subscription options conditional upon individual and collective performance criteria of the Company. In the event of departure from the company, and in the absence of a decision to the contrary, the employee will lose the benefi t of purchase or subscription options attributed to him or her which have not been exercised. The Board of Directors is hereby granted all powers within the above limits in order to determine all of the terms and conditions of the operation, including in particular: to fi x the date of opening and exercising of options; to adopt the list of benefi ciaries; to assess compliance with the performance criteria defi ned by this General Meeting, according to which the options shall be granted, and to add any conditions and criteria that it deems fi t; to fi x the quantities of shares to which such conditions will apply; to decide on the conditions under which the price or number of shares may be adjusted in order to take account of fi nancial operations undertaken by the Company and, where necessary, the conditions under which the exercise of options may be suspended; to draw up the regulations for the stock option plan or the notice which shall fi x the purchase price and terms under which the benefi ciaries of these options may exercise their rights; to proceed with all acts and formalities in order to fi nalise the corresponding capital increase(s) arising under the authorisation provided in this resolution, and to make the correlative amendments to the Articles of Association; where necessary to sub-delegate to the Chief Executive O ffi cer the powers to proceed with the aforementioned acts and formalities; on its simple decision, if it thinks fi t, to apply the expenses of the capital increases against the amount of issue premiums pertaining to these capital increases and to deduct the necessary sums from this amount in order to increase the statutory reserve to one tenth of the new registered capital after each capital increase; and, generally, to do all that is necessary; ends all prior authorisations having the same subject-matter. The Board of Directors shall inform the Annual General Meeting each year as to operations undertaken under this resolution. NINETEENTH RESOLUTION AUTHORISATION GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH BONUS SHARE ALLOCATION The General Meeting, after having examined the report from the Board of Directors and the special report of the Statutory Auditors, hereby authorises the Board of Directors, pursuant to Article L of the Commercial Code, to proceed, in favour of members of the salaried personnel of the C ompany or certain categories of them and of companies and groupings which are bound to it under those conditions referred to in Article L of the Commercial Code, with the gratuitous award of bonus shares, whether such shares already exist or are be issued. The Board of Directors shall have a period not exceeding twenty-six months as of the date of this General Meeting, in order to use this authorisation on one or more occasions. The total number of shares awarded gratuitously cannot exceed 0.5% of the amount of shares comprising the registered capital at the date hereof. The General Meeting hereby expressly makes the fi nal award of bonus shares, whether existing or to be issued, conditional upon meeting individual and collective performance criteria. The award of shares to their benefi ciaries shall be defi nitive at the end of a minimum vesting period of two years. The rights arising from bonus share awards shall be non-transferable until the end of the vesting period. As of the date of defi nitive allocation of the shares, the benefi ciaries of these shares shall be obliged to conserve the shares for a minimum period of two years. Corporate offi cers and members of the personnel of the Company and of Groupings bound to it under those conditions referred to in Article L of the Commercial Code, holding more than 10% of the registered capital of the Company, shall be excluded from the benefi t of the awards. In addition, bonus share awards cannot have the effect of causing any of the aforementioned persons to hold more than 10% of the registered capital. Moreover, the General Meeting formally notes that this authorisation includes, for the benefi ciaries of bonus share awards, the express waiver by the shareholders of their preferential subscription right for shares issued progressively with the awards. In the event of departure from the C ompany, and in the absence of a decision to the contrary, the employee will lose the benefi t of shares awarded to him or her which have not been transferred. The Board of Directors is hereby granted all powers within the above limits in order to implement this authorisation, including in particular: to make bonus share awards; to adopt the list of beneficiaries, the number of ordinary shares to be awarded to each of them, the method of allotment of the ordinary shares, and in particular the vesting period and conservation period for the ordinary shares; to assess compliance with the performance criteria defi ned by this General Meeting, according to which the shares shall be awarded, and to add any conditions and criteria that it deems fi t; Mixed General Meeting - May 6, Renault 19

20 to decide to make any adjustments pursuant to such terms and methods that it shall determine, during the vesting period for the allocated shares, in order to take account of the impact of operations concerning the Company s capital and, in particular, to determine the conditions under which the number of awarded ordinary shares shall be adjusted; to carry out or have carried out any and all acts and formalities in order to make fi nal the capital increases which may be made pursuant to the authorisation forming the subject-matter of this resolution, and to amend the Articles of Association as a consequence; on its simple decision, if it thinks fi t, to apply the expenses of the capital increases against the amount of issue premiums pertaining to these capital increases and to deduct the necessary sums from this amount in order to increase the statutory reserve to one tenth of the new registered capital after each capital increase; and, generally, to do all that is necessary. The Board of Directors shall inform the Annual General Meeting each year as to operations undertaken under this resolution. TWENTIETH RESOLUTION CAPITAL INCREASE BY THE ISSUE OF SHARES RESERVED TO EMPLOYEES The General Meeting, deciding under the quorum and majority conditions required for extraordinary general meetings and in the framework of Articles L et seq. of the Employment Code and Articles L , L and L of the Commercial Code, having examined the report from the Board of Directors and the special report from the Statutory Auditors: terminates, as of this General Meeting, the authorisation granted to the Board of Directors by the Mixed General Meeting of April 29, 2008, in the framework of the fourteenth resolution; delegates to the Board of Directors all powers necessary in order to proceed with a capital increase within a limit of 3% of the share capital, on one or more occasions, by its simple decision alone, through the issue of shares or other securities providing entitlement to the share capital of the Company and reserved to members of (i) an enterprise-level company savings scheme, or (ii) a group-level company savings scheme, who are employees or corporate offi cers of the Company or of a French or foreign company in the group which is tied to the group within the meaning of Article L of the Commercial Code and Article L of the Employment Code, and which is majority-held either directly or indirectly by the Company; decides to exclude the preferential subscription rights of shareholders, in favour of said benefi ciaries; decides that the Board of Directors may provide for the gratuitous attribution of shares or other securities granting access to the Company s share capital, it being understood that the total advantage arising from such attribution and, where applicable, from the C ompany s complementary contribution and discount on the subscription price, may not exceed the statutory or regulatory limits; decides that:. the subscription price for new shares may neither be higher than the average of the opening price quoted in the last twenty stock-market sessions preceding the date of the meeting of the Board of Directors fi xing the dates of beginning of subscriptions, nor more than 20% less than said average or 30% less, respectively, for the case of a savings scheme,. the characteristics of the issues of other securities providing entitlement to the share capital of the Company shall be determined by the Board of Directors under such conditions as laid down by regulations. The General Meeting hereby grants all powers to the Board of Directors in order to implement this delegation of powers, including in particular:. to decide on and fi x the terms of the issue and attribution of gratuitous shares or other securities providing entitlement to the share capital, pursuant to the authorisation granted above,. to decide on the amount to issue, the issue price, and the terms of each issue,. to determine the dates for the beginning and end of the subscription period,. to fi x, within statutory limits, the period granted to subscribers in order to pay up shares and, where applicable, other securities providing entitlement to the share capital of the Company,. to determine the date, which may be retroactive, for possession and entitlement to dividends for the new shares and, as applicable, the other securities providing entitlement to the share capital of the Company,. to determine the terms and conditions of operations to be undertaken pursuant to this authorisation and to request the listing of the created securities on the stock market wherever it may decide. The Board of Directors shall also have all powers, with the right to subdelegate such powers, in order to observe formally the capital increases up to the amount of the shares actually subscribed to, proceed with the correlative amendment of the Articles of Association, accomplish, either directly or though an agent, all operations and formalities as are connected to the capital increases by its simple decision, and, where it deems it fi tting, to deduct the costs of the capital increases from the share issue premiums pertaining thereto and deduct the necessary sums from said amount in order to increase the statutory reserve to one-tenth of the new share capital after each capital increase and to proceed with all formalities and declarations with all bodies and do all that is otherwise necessary. This authorisation granted to the Board of Directors, with the power to subdelegate as necessary, shall be valid for a period of twenty-six months as of this date, and, within this limit, until the meeting of the General Meeting called to decide on the accounts for the 2010 fi nancial year. AS ORDINARY GENERAL MEETING TWENTY-FIRST RESOLUTION POWERS FOR FORMALITIES extract of the minutes of this Meeting in order to proceed with all necessary fi ling and publication formalities as provided for by law. The General Meeting confers all powers on the bearer of a copy or an 20 Mixed General Meeting - May 6, Renault

21 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 INFORMATION CONCERNING DIRECTOR WHOSE RENEWAL IS BEING SUBMITTED TO THE GENERAL MEETING DOMINIQUE DE LA GARANDERIE Barrister (law firm La Garanderie & Associés) Member of the Accounts and Audit Committee Member of the Appointments and Corporate Governance Committee Age: 65 years old Number of shares held: 150. T Term of office start date : February 2003 Current corporate offices and similar positions held: President of the French Institute of International Legal Experts (IFEJI Institut Français d Experts Juridiques Internationaux). Honorary Chairman of the European Mediators Association. Member of the Supervisory Board and Audit Committee of Holcim Western Europe. Member of the Ethics Committee of Medef, and of the Advisory Board of the Yale Center for Corporate Governance and Performance. Corporate offices and similar positions held over the last five years but which are no longer held: Former President of the Paris Bar Council. Former member of the French Bar Council. Former member of the National Bar Council. Member of the Human Rights Consultative Commission. Mixed General Meeting - May 6, Renault 21

22 INFORMATION CONCERNING DIRECTORS WHOSE APPOINTMENTS ARE BEING SUBMITTED TO THE GENERAL MEETING ALAIN J.-P. BELDA Non-Executive Chairman of Alcoa Age: 65 years old. TAKESHI ISAYAMA Chairman, The Carlyle Japan L.L.P A ge: 66 years old. Current corporate offices and similar positions held: Non-Executive Chairman of Alcoa. Director: Citigroup Inc, Brown University. Member of the Board of Trustees of the Conference Board. Member of the Business Council. Career: : Chairman and CEO of Alcoa. Since 1999: President and CEO of Alcoa. 1997: President and Operations Director in charge of all operating activities. 1995: Vice-President. 1994: Executive Vice-President at Pittsburg. 1982: Vice-President of the Alcoa group parent company. 1979: President of Alcoa Aluminio and head of operations for Alcoa in Latin America. 1969: Brazilian subsidiary, Alcoa Aluminio. Current corporate offices and similar positions held: Chairman, The Carlyle Japan L.L.P. Director: Dainippon Screen Mfg Co., Ltd, (semiconductor equipment manufacturing), Terumo Corp (medical equipment manufacturing), the Japan Fund (US Mutual Fund). Adviser, National Institute of Advanced Industrial Science and Technology. Visiting Scholar, Tokyo University of Agriculture and Technology. Corporate offices and similar positions held over the last five years but which are no longer held: Director, the Seiyu, Ltd (a subsidiary of Wal-Mart). Vice-Chairman, Nissan Motor Company Co., Ltd. Visiting Scholar, Stanford University A/PARC (Asia/Pacifi c Research Centre). Adviser, Mitsui Marine Fire Insurance Co., Ltd. Career: 2007: Chairman, The Carlyle Japan L.L.P. 2001: Vice-Chairman, Nissan Motor Company Co., Ltd. 1998: Commissioner, Japanese Patent Offi ce. 1997: Director General, International Trade Policy Bureau. 1996: Director General, International Trade Administration Bureau. 1967: Joined Japanese Government (Ministry of International Trade and Industry). 22 Mixed General Meeting - May 6, Renault

23 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 INFORMATION CONCERNING THE CANDIDATES WHOSE APPOINTMENT AS DIRECTOR ELECTED BY THE EMPLOYEE SHAREHOLDERS IS SUBMITTED TO THE GENERAL MEETING PHILIPPE CHARTIER Executive Secretary of the DIPTE (Establishments Localisation and Technical Services Division) Age: 54 years old. MICHEL SAILLY Head of the Sociotechnics UET (ergonomics and working conditions) Age: 59 years old. Number of shares held: 250 shares and 281 units in the FCPE (in-house investment fund) Current corporate offices and similar positions held: Chairman of the Renault Employee Shareholders Association. Member of the Supervisory Board of the Renault Action Fund since Career: 2008: Executive Secretary of the DIPTE (Establishments Localisation and Technical Services Division). 2001: Head of the Eco plan: Synergy 500 for Vehicle Engineering. 2000: Cost and Quality steering manager with Vehicle Engineering. 1996: Assistant to the Manager in charge of the Eco Plan: Mass Production. 1988: Head of the Automation Section. 1980: Automation business engineer (Renault). Number of shares held: 266 units in the FCPE (in-house investment fund) Career: 2005: to date: Head of UET (Elementary Work Unit) Industrial System Sociotechnics. 2004: Kaizen Senior Instructor. 2002: Ergonomist. 2001: Ergonomy Expert, Handicap Mission. 1987: Ergonomist. Mixed General Meeting - May 6, Renault 23

24 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS In order to carry through its objectives and place itself at the highest level in terms of corporate governance, Renault has provided itself with management and supervisory bodies while paying particular attention to the balance of their powers. RENAULT BOARD OF DIRECTORS AT FEBRUARY 11, INFORMATION CONCERNING THE DIRECTORS 26 THE BOARD OF DIRECTORS SPECIALISED COMMITTEES 29 PERSONS RESPONSIBLE FOR VERIFYING THE FINANCIAL STATEMENTS Mixed General Meeting - May 6, Renault

25 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 RENAULT BOARD OF DIRECTORS * AT FEBRUARY 11, 2009 LOUIS SCHWEITZER Chairman of the Board of Directors CARLOS GHOSN President and Chief Executive Offi cer YVES AUDVARD Director appointed by the employees PATRICK BIAU Director appointed by the employees CATHERINE BRECHIGNAC President of the CNRS ALAIN CHAMPIGNEUX Director appointed by the employees CHARLES DE CROISSET (1) International Advisor with Goldman Sachs International THIERRY DESMAREST (1) Chairman of the Board of Directors of Total JEAN-PIERRE GARNIER (1) Chief Executive Offi cer of Pierre Fabre SA ITARU KOEDA Co-Chairman of the Board of Directors and Executive Vice-Chairman of Nissan Motor Co. Ltd MARC LADREIT DE LACHARRIERE (1) Chairman and Chief Executive Offi cer of FIMALAC DOMINIQUE DE LA GARANDERIE (1) Barrister La Garanderie & Associés PHILIPPE LAGAYETTE (1) Vice-Chairman of JP Morgan in EMEA (Europe Middle East and Africa) JEAN-CLAUDE PAYE (1) Barrister FRANCK RIBOUD (1) Chairman and Chief Executive Offi cer - Chairman of the Executive Committee of Danone Group RÉMY RIOUX Member of the Cour des Comptes (French public fi nance audit commission) State Shareholding Interests Director at Agence des Participations del État Ministry of the Economy, Industry and the Employment. HIROTO SAIKAWA Executive Vice-President Purchasing, Nissan Motor Co., Ltd. GEORGES STCHERBATCHEFF Director elected by employee shareholders (1) Independent Directors. (*) Date of the Board meeting, which called the General Meeting. Mixed General Meeting - May 6, Renault 25

26 INFORMATION CONCERNING THE DIRECTORS LOUIS SCHWEITZER Chairman of the Board of Directors Date of birth: July 8, Number of shares held: 283,845 shares and 5,115 units in the FCPE (in-house investment fund). T Term of office start/end dates: April 2005/GM Date of first appointment: May Chairman of Haute Autorité de Lutte contre les Discriminations et pour l Égalité (HALDE) [French High Authority for countering discrimination and promoting equality]. Chairman of the Board of Directors of AstraZeneca. Chairman of the Supervisory Board of Le Monde. Director: BNP Paribas /L Oréal/VEOLIA Environnement/AB VOLVO. Member of the Consultative Board: Banque de France, Allianz. Deputy Chairman of the Supervisory Board: Philips. CARLOS GHOSN President and Chief Executive Officer Date of birth: March 9, Number of shares held: 205, 200. T Term of office start/end dates: May 2006/GM Date of first appointment: April Director: Alcoa, Avtovaz. President and Chief Executive Offi cer of Nissan Motor Co. Ltd. Chairman of the Management Board: Renault Nissan b.v. YVES AUDVARD Director appointed by the employees Project Process Designer Renault Date of birth: February 10, Number of shares held: 6 shares and 200 units in the FCPE (in-house investment fund). T Term of office start/end dates: November 2008/November Date of first appointment: November PATRICK BIAU PATRICK BIAU Director appointed by the employees In charge of Investment management control Renault Date of birth: February 5, Number of shares held: 688 units in the FCPE (in-house investment fund). T Term of office start/end dates: November 2008/November Date of first appointment: N ovembre CATHERINE BRÉCHIGNAC President of the CNRS Date of birth: June 12, Number of shares held: * T Term of office start/end dates: April 2008/GM Date of first appointment: December Member of the Institut. Chairman of the Board of Directors of the Palais de la Découverte. President of the ICSU. Member of the Académie des Technologies. ALAIN CHAMPIGNEUX Director appointed by the employees Document Manager Quality Department Renault Date of birth: January 1, Number of shares held: 1,036 units in the FCPE (in-house investment fund). T Term of office start/end dates: November 2008/November Date of first appointment: November (*) Administrative regulations forbid the directors appointed by the French state from owing shares as government representatives. 26 Mixed General Meeting - May 6, Renault

27 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 CHARLES DE CROISSET International Advisor with Goldman Sachs International Date of birth: September 28, Number of shares held: 1,000. T Term of office start/end dates: April 2008/GM Date of first appointment: April Chairman of Fondation du Patrimoine. Member of the Board of Directors: Bouygues/Thalès/LVMH/Thalès UK. Member of the Supervisory Board: Euler & Hermès. Auditor: Galeries Lafayette. THIERRY DESMAREST Chairman of the Board of Directors of Total Date of birth: December 18, 1945 Number of shares held: 1,500 T Term of office start/end dates: April 2008/GM 2012 Date of first appointment: April 2008 President of Fondation Total and Fondation de l École Polytechnique Member of the Board of Directors: Air Liquide, Sanofi -Aventis, Musée du Louvre Member of the Supervisory Board of Areva Member of the Board of Directors: AFEP, École Polytechnique JEAN-PIERRE GARNIER Chief Executive Officer and Chairman of the management Board of Pierre Fabre SA Date of birth: October 31, Number of shares held: 1,000. T Term of office start/end dates: April 2008/GM Date of first appointment: April Member of the Board of Directors: United Technoly Corp. Chairman: NormOxys Inc. Counsel to the Dubaï S overeign W ealth Funds. ITARU KOEDA Co-Chairman of the Board of Directors Executive Vice President of Nissan Motor Co. Ltd Date of birth: August 25, Number of shares held: 500. T Term of office start/end dates: April 2005/GM Date of first appointment: July MARC LADREIT DE LACHARRIÈRE Chairman and Chief Executive Officer of Fimalac Date of birth: November 6, Number of shares held: 1,020. T Term of office start/end dates: May 2006/GM Date of first appointment: October Member of the Institut (Académie des Beaux Arts). Chairman of the Board of Directors: Agence France Museums, Fitch Group, Fitch Ratings. Member of the Board of Directors: Algorithmics/Casino/L Oréal. Managing Director: Fimalac Participations. Chairman of the Management Board: Groupe Marc de Lacharrière. Member of the Consultative Board: Banque de France. DOMINIQUE DE LA GARANDERIE Barrister with the law firm La Garanderie & Associés Date of birth: July 11, Number of shares held: 150. T Term of office start/end dates: April 2005/GM Date of first appointment: February President of the French Institute of International Legal Experts (IFEJI Institut Français des Experts Juridiques Internationaux). Member of the Supervisory Board of Surveillance and Audit Committee: Holcim Western Europe. Mixed General Meeting - May 6, Renault 27

28 PHILIPPE LAGAYETTE Vice-Chairman JP Morgan in EMEA (Europe Middle East and Africa) Date of birth: July 16, Number of shares held: 1,000. T Term of office start/end dates: May 2007/GM Date of first appointment: May Member of the Board of Directors: PPR. Member of the Board of Directors: Fimalac. JEAN-CLAUDE PAYE Barrister Counsel with the firm Gide Loyrette Nouel Date of birth: August 26, Number of shares held: 200. T Term of office start/end dates: May 2006/GM Date of first appointment: July FRANCK RIBOUD Chairman and Chief Executive Officer Chairman of the Executive Committee of Danone Group Date of birth: November 7, Number of shares held: 331. T Term of office start / end dates: May 2006/GM Date of first appointment: December President : Danone Communities. Member of the Board of Directors: Association nationale des Industries Agroalimentaires/Danone SA/Bagley Latinoamerica SA/International advisory Board HEC/Wadia BSN India Limited/Ona/Lacoste France SA/ Fondation GAIN (Global Alliance For Improved Nutrition). Member of the Supervisory Board: Accor. Member representing the Danone Group: National Sustainable Development Council (Conseil National du Développement Durable). RÉMY RIOUX Member of Cour des Comptes (French public finance audit commission) State Shareholding Interests Director at Agence des Participations de l État Ministry of the Economy, Industry and the Employment Date of birth: June 26, Number of shares held: * T Term of office start/end dates: February 2007/GM Date of first appointment: February Member of the Board of Directors: Aéroports de Paris, RATP, SNCF, France Télévisions, ARTE, G.E.I.E., AEF (Sté Audiovisuel Extérieur de la France). HIROTO SAIKAWA Executive Vice President for Purchasing, Nissan Motor Co., Ltd Date of birth: November 14, 1953 Number of shares held: 100 T Term of office start/end dates: May 2006/GM 2010 Date of first appointment: May 2006 GEORGES STCHERBATCHEFF Director elected by the employee shareholders Renault representative for Industry Wide- Standardization Date of birth: October 29, 1946 Number of shares held: 40 shares and 1,894 units in the FCPE (in-house investment fund) T Term of office start /end dates: April 2004/GM 2009 Date of first appointment: April 2004 (*) Administrative regulations forbid the directors appointed by the French state from owing shares as government representatives. 28 Mixed General Meeting - May 6, Renault

29 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 THE BOARD OF DIRECTORS SPECIALISED COMMITTEES In order to proceed with an in-depth examination of specifi c questions entering within the tasks of the Board of Directors, specialised committees have been in place since 1996, and their opinions are presented to the Board by their C hairmen. These Committees, originally three in number, were increased to four by splitting the Appointments and Remuneration Committee into two separate committees. ACCOUNTS AND AUDIT COMMITTEE The Accounts and Audit Committee has six members: Philippe LAGAYETTE, Chairman; Alain CHAMPIGNEUX; Charles de CROISSET; Dominique de La GARANDERIE; Jean-Claude PAYE; Rémy RIOUX. It has four independent members. This committee has the following tasks in particular: analysing the fi nancial statements and associated disclosures before they are brought before the Board; ensuring that the methods used to prepare the fi nancial statements comply with the standards in force, and examining any changes to such methods; giving its opinion on the appointment or reappointment of the statutory auditors, and on the quality of their work; ensuring compliance with the rules on the independence of statutory auditors; ensuring that appropriate methods are used for internal auditing; making recommendations to the Board on any of the above matters. REMUNERATIONS COMMITTEE The Remunerations Committee has three members: Franck Riboud, Chairman; Thierry Desmarest; Marc Ladreit de Lacharrière. It has three independent members out of three. This committee has the following tasks in particular: making any recommendation to the Board concerning the remuneration and pension for the Chairman of the Board of Directors and the President and CEO, as well as for other senior executives and corporate offi cers; proposing the variable portion of remuneration for the corporate offi cers; assessing all remuneration and benefi ts paid to senior executives, including those belonging to other companies in the Group; examining the overall policy for granting options and making proposals to the Board on the policy itself and on the actual granting of stock options. Mixed General Meeting - May 6, Renault 29

30 APPOINTMENTS AND GOVERNANCE COMMITTEE The Appointments and Governance committee has three members: Louis Schweitzer, Chairman; Marc Ladreit de Lacharrière; Dominique de La Garanderie. It has two independent members. This committee has the following tasks in particular: submitting proposals to the Board for the appointment of new directors; advising on the renewal of directorships that have expired; being prepared to propose candidates to the Board in the event of unforeseen vacancies; submitting proposals on the chairs, members and mandates of the various Committees; monitoring corporate governance issues; performing an annual assessment of the operation of the Board and making recommendations for change if required. INTERNATIONAL STRATEGY COMMITTEE The International Strategy Committee has six members: Jean-Claude Paye, Chairman; Yves Audvard; Patrick Biau; Catherine Bréchignac; Jean-Pierre Garnier; Georges Stcherbatcheff. It has two independent members. This committee has the following task in particular analysing the orientation and plans for the company s international development, and presenting them to the Board. 30 Mixed General Meeting - May 6, Renault

31 HOW TO PARTICIPATE IN THE GENERAL MEETING? RESOLUTIONS CORPORATE GOVERNANCE AND BOARD OF DIRECTORS RENAULT IN 2008 PERSONS RESPONSIBLE FOR VERIFYING THE FINANCIAL STATEMENTS STATUTORY AUDITORS DELOITTE & ASSOCIÉS Represented by Mrs Pascale Chastaing-Doblin and Mr Amadou Raimi 185, avenue Charles-de-Gaulle Neuilly-sur Seine ERNST & YOUNG AUDIT Represented by Messrs Aymeric de la Morandière and Daniel Mary-Dauphin 11, allée de l Arche Paris-la-Défense Cedex SUBSTITUTE AUDITORS BEAS Alternate for Deloitte & Associés 7-9, Villa Houssay Neuilly-sur-Seine GABRIEL GALET Alternate for Ernst & Young Audit 11, Allée de l Arche Paris-la Défense Cedex Mixed General Meeting - May 6, Renault 31

32 RENAULT IN 2008 The General Meeting allows you to inform yourself about our Group s results and its future prospects KEY FIGURES AND FINANCIAL RESULTS 33 OUTLOOK FOR SHAREHOLDERS AND STOCK MARKET 37 RENAULT S.A. FIVE YEAR FINANCIAL HIGHLIGHTS Mixed General Meeting - May 6, Renault