Renault — Capital/Financing Update 2013

Sep 19, 2013

Final Terms dated 17 September 2013

RENAULT

Euro 7,000,000,000 Euro Medium Term Note Programme for the issue of Notes

SERIES NO: 42 TRANCILE NO: 1

EUR 600,000,000 3.625 per cent. Notes due 19 September 2018

Issued by: RENAULT (the Issuer)

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. BNP PARIBAS MIZUHO INTERNATIONAL PLC NATIXIS

(the Joint Lead Managers)

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an excmption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:

• in circumstances in which no obligation arises for the Issuer or any Dealer to publish a $(i)$ prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• in those Public Offer Jurisdictions mentioned in Paragraph 9 of Part B below, provided such $(ii)$ person is one of the persons mentioned in Paragraph 9 of Part B below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 15 May 2013 which received visa no. 13-214 from the Autorité des marchés financiers the ("AMF") on 15 May 2013, the first Supplement to the Base Prospectus dated 26 July 2013 which received visa no. 13-427 from the AMF on 26 July 2013 and the second Supplement to the Base Prospectus dated 4 September 2013 which received visa no. 13-474 from the AMF on 4 September 2013 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 to the extent that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented, The Base Prospectus and the Supplements to the Base Prospectus are available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the websites of (a) the AMF during a period of twelve months from the date of the Base Prospectus and (b) the Issuer (www.renault.com) and copies may be obtained free of charge from Renault 13-15, quai le Gallo, 92100 Boulogne Billancourt, France.

95

	Issuer:		Renault
	(i)	Series Number:	42
	(ii)	Tranche Number:	f,
		Specified Currency or Currencies:	Euro (" $\epsilon$ ")
4.		Aggregate Nominal Amount:
	(i)	Series:	£600,000,000

	(ii)	Tranche:	£600,000,000
5.	(i)	Issue Price of Tranche:	99.587 pcr cent. of the Aggregate Nominal Amount
	(ii)	Net Proceeds:	C595,122,000
6.		Specified Denomination(s):	€1,000
7.	(i)	Issue Date:	19 September 2013
	(ii)	Commencement Interest Date:	Issue Date
8.		Maturity Date:	19 September 2018
9.		Interest Basis:	3.625 per cent. per annum Fixed Rate (further particulars specified below)
10.		Redemption/Payment Basis:	Redemption at par
11.		Change of Interest or Redemption/Payment Basis:	Not Applicable
12.		Put/Call Options:	Make-Whole Redemption by the Issuer
13.	(i)	Status of the Notes:	Unsubordinated Notes
	(ii)	Dates of the corporate authorisations for issuance of the Notes:	Decision of the Board of Directors of the Issuer dated 13 December 2012 and decision of the Chairman and CEO (Président Directeur Général) of the Issuer dated [13] September 2013
14.		Method of distribution:	Syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions		Applicable
	(i)	Rate of Interest:	3.625 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	19 September in each year commencing on 19 September 2014 and ending on the Maturity Date (not adjusted)
	(iii)	Fixed Coupon Amount:	€36.25 per Note of €1,000 in Specified Denomination
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	Actual/Actual - ICMA
	(vi)	Interest Determination Dates:	19 September in each year

16.	Floating Rate Note Provisions		Not Applicable
17.		Zero Coupon Note Provisions	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18.	Call Option		Not Applicable
Make-Whole Redemption by the 19. Issuer			Applicable Reference Bund means the German Federal Governement Bond of Bundesrepublik Deutschland due 13 April 2018, with ISIN DE0001141661. Make-Whole Redemption Margin means 0.45 per cent. per annum
20.	Put Option		Not Applicable
21.	Note	Final Redemption Amount of each	€1,000 per Note of €1,000 Specified Denomination
22.		Early Redemption Amount
		Early Redemption Amount(s) of cach Note payable on redemption for taxation reasons (Condition 6(f)), for illegality (Condition 6(i)) or on event of default (Condition 9):	As per the Conditions
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
23.		Form of Notes:	Dematerialised Notes
	(i)	Form of Dematerialised Notes:	Bearer dematerialised form (au porteur)
	(ii)	Registration Agent:	Not Applicable
	(iii)	Temporary Global Certificate:	$\mathcal{C}_{\mathcal{A}}$ Not Applicable
	(iv)	Applicable TEFRA exemption:	Not Applicable

24.	Financial Centre(s) relating			Ť0.
	Payment Dates:		TARGET

• Redenomination, renominalisation 25. Not Applicable and reconventioning provisions:
• Consolidation provisions: 26.

Not Applicable

of holders of Representation 27. Notes/Masse:

Contractual Masse shall apply.

Name and address of the Representative: Xavier Beurtheret c/o BANCO BILBAO VIZCAYA ARGENTARIA, S.A. 29, avenue de l'Opéra 75001 Paris France

Name and address of the alternate Representative: Stéphanie Besse c/o Natixis 47 quai d'Austerlitz 75013 Paris France

The Representative will receive no remuneration

Applicable Tax Regime(s): 28.

As per "Taxation" section of the Base Prospectus

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on Euronext Paris of the Notes described herein pursuant to the Euro 7,000,000,000 Euro Medium Term Note Programme of Renault S.A.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Renault

Duly represented by:

PART B-OTHER INFORMATION

ADMISSION TO TRADING AND LISTING $1.$

$Listing(s)$ : $(i)$

Euronext Paris

Admission to trading: $(i)$ $(a)$

Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from 19 September 2013

• Previous admission(s) $(b)$ Not Applicable to trading:
• Additional publication of Base $(iii)$ Not Applicable Prospectus and Final Terms:
• Estimate of total expenses $(iv)$ related to admission to trading: €3,850
• RATINGS $\overline{2}$ .

Ratings:

The Programme has been rated BB+ by Standard & Poor's Rating Services and Ba1 by Moody's Investors Services, Inc.

The Notes to be issued are expected to be rated:

S&P: BB+ (outlook stable)

Moody's: Ba1 (outlook stable)

Each of Standard & Poor's Rating Services and Moody's Investors Services, Inc. is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such, each of Standard & Poor's Rating Services and Moody's Investors Services, Inc. is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (www.esma.europea.eu/page/Listregistered-and-certified-CRAs) in accordance with such regulation.

NOTIFICATION 3.

The Autorité des marchés financiers (AMF) in France has been requested to provide the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) as the relevant competent authority of Germany, the Netherlands Authority for the Financial Markets (AFM) as the relevant competent authority of the Netherlands, the Financial Services & Markets Authority (FSMA) as the relevant competent authority of Belgium, the Commission de Surveillance du Secteur Financier

(CSSF) as the relevant competent authority of the Grand Duchy of Luxembourg and the Financial Market Authority (FMA) as the relevant competent authority of Austria with certificates of approval attesting that the Base Prospectus and the Supplements have been drawn up in accordance with the Prospectus Directive.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER 4.

Save for any fees payable to the Joint Lead Managers in connection with the Issue of Notes, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 5.

See "Use of Proceeds" wording in Base Prospectus Reasons for the offer:

€595,122,000 Estimated net proceeds: $(ii)$

Fixed Rate Notes only - YIELD 6.

Indication of yield:

$(i)$

3.717 per cent. per annum The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

Notes only Floating Rate $7.$ Not Applicable IIISTORIC INTEREST RATES

OPERATIONAL INFORMATION 8.

• FR0011568963 ISIN Code: $(i)$
• 097271208 Common Code: $(i)$

Depositaries:

• Euroclear France to act as $(i)$ Yes. Central Depositary
• for Common Depositary $(ii)$ and Clearstream Euroclear No Luxembourg

Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):

Delivery:

Names and addresses of additional Paying Agent(s) (if any):

The aggregate principal amount of notes issued has been translated into Euro at the rate of [ $\bullet$ ] producing a sum of:

Not Applicable

Delivery against payment

Not Applicable

Not Applicable

DISTRIBUTION 9.

If syndicated, names and addresses of Joint Lead Managers and underwriting commitments:

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

44^th Floor, One Canada Square E14 5AA London United Kingdom

Underwriting commitment: €150,000,000

BNP PARIBAS 10 Harewood Avenue London NW1 6AA United Kingdom

Underwriting commitment : £150,000,000

MIZUHO INTERNATIONAL PLC

Bracken House One Friday Street London EC4M 9JA United Kingdom

Underwriting commitment: £150,000,000

NATIXIS

47 quai d'Austerlitz 75013 Paris France

Underwriting commitment: €150,000,000

Stabilising Manager(s) (if any):

Not Applicable 17 September 2013

Not Applicable

Date of subscription agreement:

If non-syndicated, name and address of Dealer:

Total commission and concession:

Public Offer:

0.40 per cent. of the Aggregate Nominal Amount.

An offer of the Notes may be made by the Joint Lead Managers other than pursuant to Article 3(2) of the Prospectus Directive in Germany, the Netherlands, Belgium, the Grand Duchy of Luxembourg and Austria ("Public Offer Jurisdictions") during the period from 17 September 2013 until 19 September 2013 ("Offer Period").

INFORMATION IN RESPECT OF CERTAIN OFFERS OF NOTES 10.

Not Applicable

ANNEX - ISSUE SPECIFIC SUMMARY

Summaries are made up of disclosure requirements known as "Elements" the communication of which is required by Annex XXII of the Regulation EC No 809/2004 of 29 April 2004 as amended by Commission Delegated Regulation (EU) n°486/2012 of 30 March 2012 and Commission Delegated Regulation (EU) $n^{\circ}862/2012$ of 4 June 2012. These Elements are numbered in Sections A $-E(A.1 - E.7)$ .

This summary contains all the Elements required to be included in a summary for this type of securities and Renault S.A. (the Issuer). Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding such Element. In this case a short description of the Element is included in the summary and marked as "Not applicable".

This summary is provided for purposes of the issue by the Issuer of the Notes of a denomination of less than €100,000 which are offered to the public or admitted to trading on a Regulated Market of the European Economic Area (the EEA). The issue specific summary relating to this type of Notes will be annexed to the relevant Final Terms and will comprise (i) the information below with respect to the summary of the Base Prospectus and (ii) the information below included in the items "issue specific summary".

	Section A - Introduction and Warnings
A.1	General disclaimer regarding the	This summary should be read as an introduction to the Base Prospectus. Any decision to invest in any Notes should be based on a consideration of the Base Prospectus as a whole.
	summary	Where a claim relating to information contained in the Base Prospectus is brought before a court, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid investors when considering whether to invest in the Notes.
$\Lambda$ .2	Information regarding consent by the Issuer to the use of the Prospectus	In the context of any offer of Notes in France, Germany, the Netherlands, Belgium, the Grand Duchy of Luxembourg and Austria (the Public Offer Jurisdictions) that is not within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as amended (a Public Offer), the Issuer consents to the use of the Base Prospectus and the relevant Final Terms (together, the Prospectus) in connection with a Public Offer of any Notes during the offer period specified in the relevant Final Terms (the Offer Period) and in the Public Offer Jurisdictions specified in the relevant Final Terms by any duly authorised financial intermediary specified in the relevant Final Terms (in each case an Authorised Offeror).
		The consent referred to above relates to Offer Period (if any) ending no later

than the date falling 12 months from the date of the approval of the Base Prospectus by the Autorité des marchés financiers.
The terms and any other arrangements in place in relation to the Public Offer shall be provided to investors by the Authorised Offeror at the time of the Public Offer.
Issue Specific Summary
In the context of the offer of the Notes in Germany, the Netherlands, Belgium, the Grand Duchy of Luxembourg and Austria (Public Offer Jurisdictions) which is not made within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as amended (the Public Offer), the Issuer consents to the use of the Prospectus in connection with such Public Offer of any Notes during the period from 17 September 2013 until 19 September 2013 (Offer Period).
The terms and any other arrangements in place in relation to the Public Offer shall be provided to investors by the Authorised Offerer at the time of the Public Offer.

	Section B-Issuer
B.1	The legal and commercial name of the Issuer	RENAULT (Renault or the Issuer)
B 1 2	The domicile and legal form of the Issuer, the legislation under which the Issuer operates and its country of incorporation	RENAULT is a société anonyme (public limited company) organized and existing under French law. Renault is governed by the provisions of Book II of the French Code de Commerce, and the provisions of the employee profit-sharing Act No 94-640 of July 25, 1994. Renault is registered with the Registrar of Companies in Nanterre under number 441 639 465. Its Registered office is located at 13-15, quai Le Gallo, 92100 Boulogne- Billancourt France.
B.4b	A description of any known trends affecting the Issuer and the activities in which it operates	In 2013, the European market remains uncertain and is expected to contract by at least 3% with a French market down 3 to 5%. The global automotive market (PC+LCV) is expected to grow 3% year on year. This growth will be fueled by positive momentum expected in China, North America, India (111%), Russia (+5%), and Brazil (+1.5%). In this context, Renault will pursue its strategy of international development. In Europe, the Group is targeting market share growth with new product launches (Captur, ZOE, Clio Estate, New Logan) and the full impact of the products launched at the end of 2012 (Clio IV and New Sandero) with a sustainable pricing policy.

		Renault Group is targeting for 2013 (provided European and French markets are not significantly worse than expected): units sales growth; ÷ positive Automotive operating margin; = positive Automotive operational free eash flow. $\overline{\phantom{0}}$
B.5	Description of the Issuer's Group and the Issuer's position within the Group	STRUCTURE OF THE RENAULT GROUP + SIMPLIFIED ORGANIZATION CHART AT DECEMBER 31, 2012 (AS A % OF SHARES ISSUED) Renault SA 1,65% 43.4% 09.4% Nissan Motor Daoia Daimler AG 100% Ronault s.a.s. 80.1%* 25% 100% Other industrial AVTOVAZ RCI Banque Ronault and commercial Samsung companies Motors Associated companies Automotive divisien Saloa financing I flot included in the scope of comolidation
B.9	Profit forceast or estimate	Not applicable.
B.10	Qualifications in the auditors' report	The 2011 and 2012 statutory Auditor's reports in the Consolidated Financial Statements ended respectively on 31 December 2011 and 31 December 2012 do not include qualifications.
B.12	Selected historical key financial information	The spreadsheet below gives the main historical figures for the 2010, 2011 and 2012 financial years.

			THREE-YEAR CONSOLIDATED FIGURES -- PUBLISHED DATA (1)
		(Emilant)		湖	2011	200
		Revises		机油	业绩	第編
		Operating margin		729	160	1.000
			Share in Mosan Motor net income	1234	132	1.031
			Remark of income	1.772	拉啦	342
			Earnings per share (sures)	651	788	127
		Capital		1,127	117	1127
			Stanbolders' equity	26547	21.93	22.757
		Total assets		75,414	設備	散解
		Evidends launal		1728	116	02
			Adoption cash flow for	2577	2910	364
			Advertise net financial debt	(1492)	20	14%
			Idal stati at Bacerdor 31	情感	提證	122.615
	٠		Except as disclosed in the press release related to the publication on 24 April 2013 of the Renault's group quarterly information March 31, 2013 (please refer to item B13 below), there has been no material adverse change in the prospects of the Issuer since the date of its last published audited financial statements. Except as disclosed in the press release related to the publication on 24 April 2013 of the Renault's group quarterly information March 31, 2013 (please refer to item B13 below), there has been no significant change in the financial or trading position of Renault since the end of the last financial period for which audited financial information has been published.
B.13	Recent material events relating to the Issuer's solvency	1.	Signature on 13 March 2013 of the agreement entitled "Contract for a new dynamic of Renault growth and social development in France". The Renault agreement is the fruit of a dialogue with the social partners in which Renault has committed to producing at least 710,000 vehicles in France by 2016 and to maintaining activity at all its production sites in France, as well as at its engineering, sales and marketing, and tertiary services departments.
		$\overline{2}$ .	Publication on 24 April 2013 of the Renault's Group quarterly information March 31, 2013.
		3.	Publication on 13 May 2013 of Nissan Contribution for first quarter 2013 to Renault earnings.
		4.	Approval by the General Meeting of Renault Shareholders dated 30 April 2013 of the proposal of a dividend of Eur 1.72 per share.

		5. Issuance of CNY 750,000,000 5.65% fixed rate notes due April 2016 under the Programme
B.14	Extent to which the Issuer is dependent upon other entities within the Group	Renault is the mother company of the Group. It holds 43.4% of Nissan's share capital which holds 15% of the share capital of Renault. Renault and Nissan (hereinafter the Alliance) have separate management structures. The responsibility for managing their activities lies with their
		respective Executive Committees, which are answerable to their individual Boards of Directors and their own shareholders. Renault and Nissan have chosen to develop a unique type of alliance between two distinct companies with common interests, uniting forces to achieve optimum performance. The Alliance is organized so as to preserve individual brand identities and respect each company's corporate culture.
		Consequently:
		Renault does not hold the majority of Nissan voting rights; 目
		the terms of the Renault-Nissan agreements do not entitle Renault to 田 appoint the majority of Nissan directors, nor to hold the majority of voting rights at meetings of Nissan's Board of Directors; at December 31, 2012, Renault supplied three of the total nine members of Nissan's Board of Directors (four of the total nine members at December 31, $2011$ :
		Renault Nissan BV, owned 50% by Renault and 50% by Nissan, is the 鬬 Alliance's joint decision-making body for strategic issues concerning either group individually. Its decisions are applicable to both Renault and Nissan. This entity does not enable Renault to direct Nissan's financial and operating strategies, and cannot therefore be considered to represent contractual control by Renault over Nissan. The matters examined by Renault Nissan BV since it was formed have remained strictly within this contractual framework, and are not an indication that Renault exercises control over Nissan;
		Renault can neither use nor influence the use of Nissan's assets in the 耳 same way as its own assets;
		Renault provides no guarantees in respect of Nissan's debt. ш
		In view of this situation, Renault is considered to exercise significant influence in Nissan, and therefore uses the equity method to include its investment in Nissan in the consolidation.
B.15	Principal	The Group's activities have been organized into two main business sectors, in

	activities of the	more than 120 countries:
	Issuer	Automotive;
		Sales Financing.
		Automotive L.
		Renault designs, develops and sells passenger cars and light commercial vehicles.
		Following the acquisition of Romanian carmaker Dacia and Samsung Motors' operating assets in South Korea, Renault has three automotive brands: Renault, Dacia and Samsung.
		Sales Financing 2.
		RCI Banque, Renault's captive financing arm, finances sales of the Renault, Renault Samsung Motors (RSM) and Dacia brands, and, in Europe, the Nissan and Infiniti brands.
		In addition to these two activities, Renault has equity investments in the following two companies:
		Nissan;
		AVTOVAZ;
		Equity investment in AB Volvo was sold on December 12, 2012.
		These holdings are accounted for in the Group's financial statements using the equity method.
B.16	Extent to which the Issuer is directly or indirectly owned or controlled	Not applicable
B.17	Credit ratings	Programme Summary:
	assigned to the Issuer or its debt securities	The long term debt of the Issuer is rated BB+ by Standard & Poor's Rating Services (S&P) and Ba1 by Moody's Investors Services, Inc (Moody's).
		The Programme is rated BB+ by S&P and Ba1 by Moody's. Notes issued under the Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating assigned under the Programme, Each of S&P and Moody's is established in the European Union and is registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation). As such, each of S&P and Moody's is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (at http://esma.europa.eu/page/list-registered- and-certified-CRAs) in accordance with the CRA Regulation.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The relevant Final Terms will specify whether or not such credit ratings are
issued by a credit rating agency established in the European Union and registered under the CRA Regulation.
Issue specific summary:
The Notes to be issued are expected to be rated: BB+ and Ba1
Name of rating agencies: S&P and Moody's

		Section C - Securities
C 1	Type, class and security identification of the Notes	Up to Euro 7,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any one time pursuant to the Euro Medium Term Note Programme arranged by Dcutsche Bank (the Programme).
		The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a Series) having one or more issue dates and on terms otherwise identical, the Notes of each Series being intended to be interchangeable or identical (other than in respect of the first payment of interest, the issue date, the issue price and the nominal amount) with all other Notes of that Series. Each Series may be issued in tranches (each a Tranche) on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in a Final Terms to this Base Prospectus (the Final Terms).
		The Notes may be issued in either dematerialised form (Dematerialised Notes) or materialised form (Materialised Notes).
		Dematerialised Notes may, at the option of the Issuer be issued in bearer dematerialised form (au porteur) or in registered dematerialised form (au nominatif ) and, in such latter case, at the option of the relevant holder, in either au nominatif pur or au nominatif administré form. No physical documents of title will be issued in respect of Dematerialised Notes.
		Materialised Notes will be in bearer materialised form (Bearer Materialised Notes) only. A Temporary Global Certificate will be issued initially in respect of each Tranche of Bearer Materialised Notes. Materialised Notes may only be issued outside France.
		The Notes have been accepted for clearance through Euroclear France as central depositary in relation to Dematerialised Notes and Clearstream Banking, société anonyme (Clearstream, Luxembourg), Euroclear Bank S.A./N.V. (Euroclear). Transfers between Euroclear and Clearstream, Luxembourg participants, on the one hand, and Euroclear France account holders (Euroelear France Account Holders), on the other hand, shall be effected directly or via their respective

		relevant Final Terms. Issue Specific Summary	depositaries in accordance with applicable rules and operating procedures established for this purpose by Euroclear and Clearstream, Luxembourg, on the one hand, and Euroclear France on the other hand. An identification number of the Notes (ISIN Code) will be specified in the The Notes are EUR 600,000,000 3.625 per cent. Notes due 19 September 2018.
		Series:	42
		Tranche:	1
		Aggregate Nominal Amount:	€600,000,000
		Form:	Dematerialised Notes
		Central Depositary:	Euroelear France
		ISIN Code:	FR0011568963
		Common code:	097271208
C.2	Currencies	relevant Dealers. Issue Specific Summary The currency of the Notes is Euro.	The Notes may be issued in any currency agreed between the Issuer and the
C.5	A description of any restrictions on the free transferability of the Notes	Save certain restrictions (in particular in respect of France, United States of America, United Kingdom, Japan, Hong Kong, Peoples Republic of china, Singapore, European Economic Area and Switzerland) regarding the purchase, offer, sale and delivery of the Notes, or possession or distribution of the Base Prospectus, any other offering material or any Final Terms, there is no restriction on the free transferability of the Notes.
C.8	Description of rights attached to the Notes	Issue price The Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. Specified denomination The Notes will be in such denominations as may be specified in the relevant Final Terms.
			The Notes will be issued in such denomination(s) as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note admitted to trading on a regulated market, or offered to the public, in a Member

State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be $E1,000$ (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency at the issue date) or such other higher amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency.

The Notes having a maturity of less than one year will constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent.

Dematerialised Notes shall be issued in one denomination only.

Status of the Notes

The Notes constitute direct, general, unconditional, unsecured (subject to the provisions of Condition 4 "Negative Pledge") and unsubordinated obligations of the Issuer and rank and will rank pari passu and without any preference among themselves and equally and rateably with all other present or future unsecured and unsubordinated obligations of the Issuer.

Negative pledge

So long as any of the Notes remains outstanding, the Issuer will not create or permit to subsist any mortgage, charge, pledge, lien or other security interest upon the whole or any part of its assets, present or future, to secure any present or future Indebtedness incurred or guaranteed by it (whether before or after the issue of the Notes) unless the Issuer's obligations under the Notes are equally and rateably secured therewith.

Indebtedness means any indebtedness for borrowed money, represented by bonds, notes, debentures or other assimilated debt securities which are for the time being, or are capable of being, quoted, admitted to trading or ordinarily traded in on any stock exchange, over-the-counter-market or other securities market.

Event of Default

The terms of the Notes contain, amongst others, the following events of default:

• default in payment of any principal or interest due in respect of the $\bullet$ Notes, continuing for a specified period of time; or
• non-performance or non-observance by the Issuer of any of its respective $\bullet$ other obligations under the conditions of the Notes, continuing for a specified period of time; or
• events relating to the insolvency or winding up of the Issuer.

Withholding tax

All payments of principal, interest and other revenues by or on behalf of the

		Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within France or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. If applicable law should require that payments of principal or interest made by the Issuer in respect of any Note or Coupon be subject to deduction or withholding in respect of any present or future taxes or duties whatsoever levied by the Republic of France, the Issuer, will, save in certain limited circumstances, to the fullest extent then permitted by law, pay such additional amounts as shall result in receipt by the Notcholders or, if applicable, the Couponholders, as the case may be, of such amounts as would have been received by them had no such withholding or deduction been required. Governing law French law. Issue Specific Summary Issue Price: 99.587 per cent. of the Aggregate Nominal Amount. Specified Denomination: £1,000
		Status of the Notes: Unsubordinated Notes
C.9	Interest, maturity and redemption provisions, yield and representation of the Noteholders	Please also refer to the information provided in item C.8 above. Interest Payments and interest periods The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. The Notes may have a maximum interest rate, a minimum interest rate, or both. The use of interest accrual periods permits the Notes to bear interest at different rates in the same interest period. All such information will be set out in the relevant Final Terms.
		Fixed Rate Notes
		Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final Terms.
		Floating Rate Notes
		Floating Rate Notes will bear interest determined separately for each Series as follows:
		(i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or the definitions set out in the FBF Master Agreement, or

$(ii)$ by reference to LIBOR, EURIBOR, CMS Rate or any other interest rate specified in the Final Terms,

in both cases as adjusted for any applicable margin.

Zero Coupon Notes

Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest.

Maturities

Subject to compliance with all relevant laws, regulations and directives, any maturity from one month from the date of original issue.

Redemption

The relevant Final Terms will specify the basis for calculating the redemption amounts payable in accordance with the Terms and Conditions of the Notes.

Optional redemption

The Final Terms issued in respect of each issue of the Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer (cither in whole or in part) or at the option of the Noteholders and if so the terms applicable to such redemption.

Make-whole Redemption at the option of the Issuer

Unless otherwise specified in the relevant Final Terms, in respect of any issue of Notes, the Issuer may redeem the Notes, in whole or in part, at any time or from time to time, prior to their maturity at a certain optional redemption amount.

Early redemption

Except as provided in "Make-whole Redemption at the option of the Issuer" and "Optional Redemption" above, Notes will be redeemable at the option of the Issuer prior to maturity only for tax reasons.

Yield

The Final Terms issued in respect of each issue of Fixed Rate Notes will set out an indication of the yield of the Notes.

Representation of the holders of the Notes

In respect of the representation of the Noteholders, the following shall apply;

If the relevant Final Terms specify "Full Masse", the holders of the Notes $(a)$ will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a Masse and the provisions of the French Code de Commerce (French Code of Commerce) relating to the Masse shall apply; and

	(b) L. 228-59, R.228-63, R.228-67 and R.228-69. of all Tranches in such Series. Issue Specific Summary	If the relevant Final Terms specify "Contractual Masse", the holders of the Notes will, in respect of all Tranches in any Scries, be grouped automatically for the defence of their common interests in a Masse. The Masse will be governed by the provisions of the French Code of Commerce with the exception of Articles L. 228-47, L. 228-48, The Masse will act in part through a representative (the Representative) and in part through general meetings of the holders of the Notes. The names and addresses of the initial Representative and its alternate will be set out in the relevant Final Terms. The Representative appointed in respect of the first Tranche of any Series of the Notes will be the representative of the single Masse
	Interest Basis:	3.625 per cent. per annum Fixed Rate
	Interest Commencement Date:	Issue Date
	Fixed Rate Notes:	Applicable (further particulars specified in item 15 of Part A to these Final Terms)
	Floating Rate Notes:	Not Applicable
	Zero Coupon Notes:	Not Applicable
×	Maturity Date:	19 September 2018
	Call Option:	Not Applicable
	Put Option:	Not Applicable
	Make-Whole Redemption:	Applicable Reference Bund means the German Federal Governement Bond of Bundesrepublik Deutschland due 13 April 2018, with ISIN DE0001141661. Make-Whole Redemption Margin means 0.45 per cent. per annum
	Final Redemption Amount:	$€1,000$ per Note of $€1,000$ Specified Denomination
	Early Redemption Amount:	As per the Conditions
	Yield:	3.717 per cent. per annum The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield

$\epsilon_{\rm c}$

	$\mathbf{r}$	Representation of the Noteholders:	Contractual Masse shall apply. Noteholders will, in respect of all Tranches in any Series, be grouped automatically for the defence of their common interests in a masse (the Masse). The Masse will be governed by the provisions of the French Code of Commerce with the exception of Articles L. 228-47, L. 228-48, L. 228-59, R.228-63, R.228-67 and R.228-69. The Masse will act in part through a representative (the Representative) and in part through general meetings of the Noteholders. The names and addresses of the initial Representative and its alternate are: Initial Representative: Xavier Beurtheret BANCO VIZCAYA c/o BILBAO ARGENTARIA, S.A. 29, avenue de l'Opéra 75001 Paris France Alternate Representative: Stéphanie Besse c/o Natixis 47 quai d'Austerlitz 75013 Paris France The Representative appointed in respect of the first Tranche of any Series of Notes will be the representative of the single Masse of all Tranches in such Series. The Representative will receive no remuneration.
C.10	Derivative in component interest payments	derivative components. Please also refer to item C.9 above.	Not applicable, the Notes issued under the Programme do not contain any
C.11	Admission to trading	may be specified in the applicable Final Terms, or unlisted. listed and, if so, on which stock exchange(s).	Notes of any particular Series may be listed and admitted to trading on Euronext Paris and/or such other stock exchanges (whether a regulated market or not) as The applicable Final Terms will state whether or not the relevant Notes are to be

Issue specific summary
Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on Euronext Paris with effect from 19 September 2013.

			Section D-Risks Factors
D.2	Key information on	There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme.
	the key risks that are specific	(i)	Financial risk
	to the Issuer
			Liquidity risk: Automotive must have sufficient financial resources to finance the day-today running of the business and the investment needed for its expansion.
			Currency risk: Automotive is naturally exposed to currency risk through its industrial and commercial activities. Currency risk arising on these activities is monitored through Renault's Central Cash Management and Financing department.
			Interest rate risk: Interest rate risk can be assessed in respect of
			debt and financial investments and the payment terms set out in the relevant indenture (i.e. fixed or variable rate).
			Counterparty risk: In managing currency risk, interest rate risk and payment flows, the Group enters into transactions on the financial and banking markets which may give rise to counterparty risk.
			Commodity prices risk: Commodity risk is first and foremost a form of price risk. The Group's aim in managing this risk is to:
			accept price rises only if they are economically justified; ᅖ
			take advantage of all economically justified price falls. 爾
			Supply risk in respect of commodities, and in particular certain metals and rare earths, platinum group metals, etc., is a strategic issue for the Alliance.
		(ii)	Operational risks
			Supplier risk: Suppliers' parts account for 57 % of the total vehicle cost price. For this reason, any failure on the part of suppliers, whether in relation to the quality of parts delivered, logistical problems, deteriorating financial health or reputational loss, has a considerable impact on both production at Renault plants and the smooth running of projects.
			Geographical risk: The Group has an industrial and/or

				commercial presence in many countries, some of which carry various risks: highly volatile GDP, economic and political instability, potential social unrest, regulatory changes, payment collection problems, significant fluctuations in interest and exchange rates, lack of foreign currency liquidity, and foreign exchange controls.
				RCI Banque customer and network risk: Such risk depends on the quality of the relevant customer credit.
				Distribution risk: The types of risk to which Renault is exposed depends on the type of distribution channel involved
				Industrial risk: The Group's exposure to industrial risk is potentially significant as a result of the production of certain models being concentrated at one or two sites and the interdependence of its production facilities.
				Environmental risk: Alongside the systems and policies put in place to reduce the environmental impact of vehicles in the operation and recycling design, manufacture, phases, environmental risk at Renault also covers environmental impacts arising from malfunctioning facilities, harm to individuals, and pollution caused by past activities.
				IT risk: The Renault Group's business depends in part on the smooth running of the Group's IT systems.
		(iii)	Legal risks
				Legal and arbitration proceedings: In the normal course of its business, the Group is involved in various legal proceedings. Generally speaking, all known legal disputes in which Renault or Group companies are involved are reviewed at the year-end. After seeking the opinion of the appropriate advisers, the Group sets aside any provisions deemed necessary to cover the estimated risk.
				Regulatory changes: Renault must abide by all laws applicable to companies, and seeks to adopt a faultless attitude. Renault requires its subsidiaries to comply with local regulations in countries in which the Company operates. In order to safeguard against risks arising from regulatory changes, Renault is engaged in ongoing dialog with national and regional authorities responsible for specific regulations applicable to products in the automotive industry.
				Granting of licenses for industrial property rights: The Group may use patents held by third parties under licensing agreements negotiated with those parties.
13.3	Key information on the key risks			There are certain factors which are material for the purpose of assessing the market risks associated with Notes, including the following:
	that are specific	(i)		General risks relating to the Notes:

to the Notes
			(e.g. independent review and advice, potential conflicts of interest, legality of purchase, modification, waivers and substitution, regulatory restrictions, taxation, change of law, French insolvency law) such as:
		(1)	Independent review and advice
			Each prospective investor in the Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully consistent with its financial needs, objectives and condition, complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes;
		(2)	No active Secondary / Trading Market for Notes
			The Notes may not have an active trading market when issued. There can be no assurance of a secondary market for the Notes or the continued liquidity of such market if one develops;
		(3)	Credit rating may not reflect all risks
			One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed in this section, and other factors that may affect the value of the Notes;
		(4)	Market value of Notes
			The market value of the Notes will be affected by the creditworthiness of the Issuer and a number of additional factors including, but not limited to market interest and yield rates and the time remaining to the maturity date.
	(ii)		Specific risks relating to the structure of a particular issue of Notes (e.g. including Notes subject to optional redemption of the Issuer, Fixed Rate Notes, Floating Rate Notes, variable rate Notes, Zero-Coupon Notes and RMB Notes) such as:
			Investment in Notes which bear interest at a fixed rate involves the risk that subsequent changes in market interest rates may adversely affect the value of the relevant Tranche of Notes.

	Section $E -$ Offer
E.2b	Reason for the offer and use of proceeds	The net proceeds of the issue of each Tranche of the Notes will be used by the Issuer for its general corporate purposes unless otherwise specified in the relevant Final Terms.

		Issue Specific Summary
		The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes.
E.3	Terms and conditions of the offer	Notes may be offered to the public in France, Germany, the Netherlands, Belgium, the Grand Duchy of Luxembourg and/or Austria in which the Base Prospectus has been passported and which shall be specified in the applicable Final Terms.
		There are certain restrictions regarding the purchase, offer, sale and delivery of the Notes, or possession or distribution of the Base Prospectus, any other offering material or any Final Terms.
		Other than as set out in section $\Lambda$ .2 above, neither the Issuer nor any of the Dealers has authorised the making of any Public Offer by any person in any circumstances and such person is not permitted to use the Prospectus in connection with its offer of any Notes. Any such offers are not made on behalf of the Issuer or by any of the Dealers or Authorised Offerors and none of the Issuer or any of the Dealers or Authorised Offerors has any responsibility or liability for the actions of any person making such offers.
		Issue specific summary
		Not applicable, the Notes are not offered to the public.
		There are restrictions on the offer and sale of the Notes and the distribution of offering materials in various jurisdictions.
E.4	Interests of natural and legal persons	The relevant Final Terms will specify any interest of natural and legal persons involved in the issue of the Notes.
	involved in the	Issue specific summary
	issue of the Notes	Not applicable, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
E.7	Estimated expenses	The relevant Final terms will specify as the case may be the estimated expenses applicable to any Tranche of the Notes
	charged to investor by the	Issue specific summary
	Issuer or the offeror	Not applicable, there are no expenses charged to the investor.