Renault — Capital/Financing Update 2014

Dec 4, 2014

Final Terms dated 4 December 2014

RENAULT

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

SERIES NO: 46 TRANCHE NO: 1

CNY 500,000,000 4.375 per cent. Notes due 11 December 2017 Issued by: Renault (the "Issuer")

The Hongkong and Shanghai Banking Corporation Limited (the "Manager")

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 2014 which received visa no. 14-207 from the Autorité des marchés financiers the ("AMF") on 15 May 2014 and the Supplements to the Base Prospectus respectively dated 29 July 2014 and 4 November 2014 which respectively received from the AMF visa no. 14-444 on 29 July 2014 and visa no. 14-587 on 5 November 2014 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. 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.

1. Renault Issuer: $2.$ $(i)$ Series Number: 46 $\mathbf{1}$ $(ii)$ Tranche Number: $3.$ Specified Currency or Currencies: Chinese Yuan Renminbi ("CNY") $\overline{4}$ . Aggregate Nominal Amount: CNY 500,000,000 $(i)$ Series: $(ii)$ Tranche: CNY 500,000,000 100 per cent. of the Aggregate Nominal Amount 5. Issue Price of Tranche: $(i)$ Specified Denomination(s): CNY 1,000,000 6. $7.$ 11 December 2014 $(i)$ Issue Date: 11 December 2014 $(ii)$ Interest Commencement Date: Maturity Date: 11 December 2017, subject to adjustment in accordance with 8. the Modified Following Business Day Convention 9. Interest Basis: 4.375 % Fixed Rate (Adjusted) (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par Not Applicable 11. Change of Interest or Redemption/Payment Basis: Not Applicable 12. Put/Call Options: 13. Status of the Notes: Unsubordinated Notes $(i)$ Decision of the Board of Directors of the Issuer dated 13 $(ii)$ Dates of the corporate December 2013 and decision of the Chairman and CEO authorisations for issuance of the Notes: (Président Directeur Général) dated 27 November 2014 Method of distribution: Non-syndicated 14.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.		Fixed Rate Note Provisions	Applicable
	(i)	Rate of Interest:	4.375 per cent. per annum payable semi-annually in arrear
	(ii)	Interest Payment Dates:	11 June and 11 December in each year commencing on 11 June 2015 up to and including the Maturity Date, subject to adjustment in accordance with the Modified Following Business Day Convention
	(iii)	Fixed Coupon Amount:	Not Applicable
	(iv)	Broken Amount:	Not Applicable

$\overline{2}$

	(v)	Day Count Fraction:	Actual/365 (Fixed)
	(vi)	Interest Determination Dates:	Not Applicable
	(vii)	Business Day Convention:	Modified Following Business Day Convention
	(viii)	responsible for Party calculation Interest Amounts the Calculation (if not Agent):	Calculation Agent
16.		Floating Rate Note Provisions	Not Applicable
17.	Zero Coupon Note Provisions		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18.	Call Option		Not Applicable
19.	Make-Whole Redemption by the Issuer		Not Applicable
20.	Put Option		Not Applicable
21.	Note	Final Redemption Amount of each	CNY 1,000,000 per Note of CNY 1,000,000 specified denomination
22.		Early Redemption Amount

taxation reasons (Condition 6(f)), for illegality (Condition 6(i)) or on event of default (Condition 9):

Early Redemption Amount(s) of CNY 1,000,000 per Note of CNY 1,000,000 specified each Note payable on redemption for denomination

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:	Not Applicable
	(iv)	Applicable TEFRA exemption:	Not Applicable

24.			Identification of the Noteholders:	Not Applicable
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• 1. Hong Kong and Paris Financial Centres relating t₀ Payment Dates:
• 1. Redenomination, renominalisation Not Applicable and reconventioning provisions:
• $27.$ Consolidation provisions:

Not Applicable

1. Representation of holders of Notes/Masse:

Name and address of the Representative:

Contractual Masse shall apply.

Pierre Jond 9 rue du Débarcadère 93500 Pantin France

Name and address of the alternate Representative:

Sylvain Thomazo 9 rue du Débarcadère 93500 Pantin France

The Representative will receive a remuneration of Euro 600 per year.

29. Applicable Tax Regime(s):

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 S.A.

Duly represented by:

lune

PART B-OTHER INFORMATION

1. ADMISSION TO TRADING AND LISTING

$(i)$ Euronext Paris Listing:

• $(ii)$ $(a)$ Admission to trading: Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from 11 December 2014.
• $(iii)$ $(b)$ Previous admission to Not Applicable trading:
• $(iv)$ Additional publication of Base Not Applicable Prospectus and Final Terms:
• Estimate of total expenses $(v)$ Euro 2,200 related to admission to trading:

RATINGS $2.$

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 have been rated:

S&P: BB+

Moody's: Ba1

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.

$3.$ NOTIFICATION

The Autorité des marchés financiers in France has provided (i) the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg, (ii) the Commission Bancaire, Financière et des Assurances (CBFA) in Belgium, (iii) the Bundesanstalt für Finanzdienstleistungsaufsicht (BAFin) in Germany, (iv) the bevordert eerlijke en transparante financiële markten (AFM) in Holland and (v) the Finanzmarktaufsichtsbehörde (FMA) in Austria with a certificate of approval attesting that the Base Prospectus and its Supplements have been drawn up in accordance with the Prospectus Directive.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\overline{4}$ .

Save for any fees payable to the Manager 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.

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

• $(i)$ Reasons for the offer General corporate purposes
• $(ii)$ Estimated net proceeds: CNY 498,102,500
• $(iii)$ Estimated total expenses: Euro 2,200

6. YIELD

Indication of yield:

4.375 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.

7. OPERATIONAL INFORMATION

(i)	ISIN Code:	FR0012354132

Common Code: 114808709 $(ii)$

Depositaries:

• Euroclear France to act as $(i)$ Yes Central Depositary:
• Depositary $(ii)$ Common for N_o and Clearstream Euroclear Luxembourg:

Any clearing system(s) other than Euroclear Not Applicable and Clearstream, Luxembourg and the relevant identification number(s):

Delivery:

Delivery against payment

Names and addresses of additional Paying Not Applicable Agent(s) (if any):

The aggregate principal amount of Notes Euro 65,016,969 issued has been translated into Euro at the rate of CNY 7.6903 for Euro 1 producing a sum of:

DISTRIBUTION 8.

If syndicated, names and addresses of Not Applicable Managers:

Stabilising Manager(s) (if any):

The Hongkong and Shanghai Banking Corporation Limited

Date of subscription agreement:

Not Applicable

$\overline{7}$

If non-syndicated, name and address of Dealer:

The Hongkong and Shanghai Banking Corporation Limited