Renault — Capital/Financing Update 2014

Mar 3, 2014

Final Terms dated 3 March 2014

RENAULT

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

SERIES NO: 44 TRANCHE NO: 1

EUR 500,000,000 3.125 per cent. Notes due 5 March 2021

Issued by: RENAULT (the Issuer)

COMMERZBANK CRÉDIT AGRICOLE CIB HSBC SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING

(the Joint Lead Managers)

$\overline{1}$

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 exemption 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, the second Supplement to the Base Prospectus dated 4 September 2013 which received visa no. 13-474 from the AMF on 4 September 2013, the third Supplement to the Base Prospectus dated 25 October 2013 which received visa no. 13-573 from the AMF on 25 October 2013, the fourth Supplement to the Base Prospectus dated 4 November 2013 which received visa no. 13-584 from the AMF on 4 November 2013 and the fifth Supplement to the Base Prospectus dated 21 February 2014 which received visa no. 14-051 from the AMF on 21 February 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 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.

Renault 1. Issuer: $\overline{2}$ 44 $(i)$ Series Number: Tranche Number: 1 $(ii)$

• 1. Specified Currency or Currencies: Euro (" $\mathcal{C}$ ")
• $\overline{2}$

$\overline{4}$ .

Aggregate Nominal Amount:

	(i)	Series:	€500,000,000
	(ii)	Tranche:	€500,000,000
5.	(i)	Issue Price of Tranche:	99.653 per cent. of the Aggregate Nominal Amount
	(ii)	Net Proceeds:	€496,015,000
6.		Specified Denomination(s):	€1,000
7.	(i)	Issue Date:	5 March 2014
	(ii)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	5 March 2021
9.		Interest Basis:	3.125 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 2013 and decision of the Chairman and CEC (Président Directeur Général) of the Issuer dated 27 February 2014
14.		Method of distribution:	Syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.		Fixed Rate Note Provisions	Applicable
	(i)	Rate of Interest:	3.125 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	5 March in each year commencing on 5 March 2015 and ending on the Maturity Date (not adjusted)
	(iii)	Fixed Coupon Amount:	€31.25 per Note of €1,000 in Specified Denomination
	(iv)	Broken Amount(s):	Not Applicable

$\overline{3}$

	(v)	Day Count Fraction:	Actual/Actual - ICMA
	(vi)	Interest Determination Dates:	5 March 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
19.	Issuer	Make-Whole Redemption by the	Applicable Reference Bund means the German Federal Governement Bond of Bundesrepublik Deutschland due 4 January 2021, with ISIN DE0001135424. Make-Whole Redemption Margin means 0.35 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 each 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:	Not Applicable
	(iv)	Applicable TEFRA exemption:	Not Applicable

$\overline{4}$

24.	Financial Centre(s) relating to Payment Dates:	TARGET
25.	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
26.	Consolidation provisions:	Not Applicable
27.	holders Representation of of Notes/Masse:	Contractual Masse shall apply.

Laurent Adoult c/o Crédit Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex France

Name and address of the Representative:

Name and address of the alternate Representative:

Audrey Sebban c/o Crédit Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex France

The Representative will receive no remuneration.

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

28.

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

Signed on behalf of Renault

Duly represented by:

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PART B - OTHER INFORMATION

1. ADMISSION TO TRADING AND LISTING

$\left( i\right)$	$Listing(s)$ :	Euronext Paris

$(ii)$ $(a)$ Admission to trading: trading on Euronext Paris with effect from 5 March 2014

Application has been made for the Notes to be admitted to

• $(b)$ Previous admission(s) to trading: Not Applicable
• $(iii)$ Additional publication of Base Prospectus and Final Terms: Not Applicable
• $(iv)$ Estimate of total expenses related to admission to trading: €4,800

$\overline{2}$ RATINGS

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.

3. NOTIFICATION

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.

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

• $(i)$ Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus
• $(ii)$ Estimated net proceeds: €496,015,000

6. Fixed Rate Notes only - YIELD

Indication of yield:

3.181 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. Floating Rate Notes only HISTORIC INTEREST RATES Not Applicable

8. OPERATIONAL INFORMATION

(i)	ISIN Code:	FR0011769090

$(ii)$ Common Code: 104056156

Depositaries:

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

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

Delivery:

Not Applicable

Delivery against payment

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 $[①]$ producing a sum of:

Not Applicable

Not Applicable

9. DISTRIBUTION

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

Commerzbank Aktiengesellschaft Kaiserstraße 16 (Kaiserplatz) 60311 Frankfurt am Main Germany Underwriting commitment : €125,000,000

Crédit Agricole Corporate and Investment Bank

9, quai du Président Paul Doumer 92920 Paris la Défense France Underwriting commitment : €125,000,000

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Underwriting commitment: $£125,000,000$

Société Générale Tours Société Générale 17, cours Valmy 92987 Paris La Défense cedex France

Underwriting commitment: $£125,000,000$

Stabilising Manager(s) (if any):

Not Applicable 3 March 2014

Not Applicable

Date of subscription agreement:

If non-syndicated, name and address of Dealer:

Total commission and concession:

Public Offer:

0.45 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 3 March 2014 until 5 March 2014 ("Offer Period"), provided that the Offer Period will not commence until of these Final publication Terms in accordance with the Prospectus Directive has occurred and further, however, provided that the Offer Period in Austria will not commence until the day after the the issue filing of terms with the Registration Office (Meldestelle) operated by

Oesterreichische Kontrollbank Aktiengesellschaft has
been duly made as required by the Austrian Capital
Markets Act. It is expected that the Offer Period in Austria will commence on or about 4 March 2014.

$10.$ INFORMATION IN RESPECT OF CERTAIN OFFERS OF NOTES

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 $E100,000$ 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 summary	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.
		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.
A.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 3 March 2014 until 5 March 2014 (Offer Period), provided that the Offer Period will not commence until publication of these Final Terms in accordance with the Prospectus Directive has occurred and provided further, however, that the Offer Period in Austria will not commence until the day after the filing of the issue terms with the Registration Office (Meldestelle) operated by Oesterreichische Kontrollbank Aktiengesellschaft has been duly made as required by the Austrian Capital Markets Act. It is expected that the Offer Period in Austria will commence on or about 4 March 2014. 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 RENAULT (Renault or the Issuer) commercial name of the Issuer
B.2 The domicile and legal form of the Issuer, the legislation Act No 94-640 of July 25, 1994. under which the Issuer 441 639 465. 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 Renault is registered with the Registrar of Companies in Nanterre under number Its Registered office is located at 13-15, quai Le Gallo, 92100 Boulogne- Billancourt – France.
B.4b A description of any known trends affecting term. the Issuer and the activities in In this context Renault aims to: which it operates rates),		For 2014, the Group expects the European markets to stabilize. At the same time, growth in emerging markets, still driven by China, is more uncertain in the short increase registrations and Group revenues (at constant exchange

		improve Group operating profit and that of the Automotive $\qquad \qquad \circ$ division, achieve positive Automotive operational free cash flow. 0
B.5	Description of Issuer's the Group and the Issuer's position within the	STRUCTURE OF THE RENAULT GROUP SIMPLIFIED ORGANIZATION CHART AT DECEMBER 31, 2013 (AS A% OF SHARES ISSUED)	Renault SA
	Group	0.47 43.4% 100% Nissan Motor	Renault s.a.s	99.4% 1.55% Dacia	Daimler AG
		100% 80.1% RCI Banque Renault Samsung Motors Associated companies Automotive division Sales financing Not included in the scope of consolidation Company indirectly owned by Renault s.a.s.	35.91%	AVTOVAZ	Other industrial and commercial companies
B.9	Profit forecast or estimate	Not applicable.
B.10	Qualifications in the auditors' report	The 2012 and 2013 statutory Auditor's reports in the Consolidated Financial Statements ended respectively on 31 December 2012 and 31 December 2013 do not include qualifications.
B.12	Selected historical key financial information	The spreadsheet below gives the main historical figures for the 2012 and 2013 financial years. RENAULT CONSOLIDATED RESULTS
		€ million	2013	2012 Restated 2	2012 Published
		Group revenues	40,932	40,720	41,270
		Operating profit % of revenues	1,242 3.0%	782 1.9%	729 1.8%
		Other operating income and expense items	$-1,276$	$-599$	$-607$
		Operating income Net financial income	$-34$ $-282$	183 $-321$	122 $-266$
		Capital gain from disposal of AB Volvo A	$\bullet$	924	924
		shares Contribution from associated companies	1,444	1,476	1,504
		o/w: Nissan	1,498	1,213	1,234
		Volvo AVTOVAZ	$\omega$ $-34$	80 186	80 186
		Current and deferred taxes	$-433$	$-549$	$-549$
		Net income	695 586	1,712 1,749	1,735 1,772
		Net income, Group share Automotive operational free cash flow	827	609	597
		$2$ Restated for retrospective application of IFRS 11 "Joint Arrangements" and revised IAS 19 "Employee Advantages". There has been no material adverse change in the prospects of the Issuer since the
		date of its last published audited financial statements.

$\frac{1}{\sqrt{2}}$

		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 $0^{\pm 3}$ France, as well as at its engineering, sales and marketing, and tertiary services departments.
		2. Publication on December 16, 2013 of a press release related to a joint- venture with Dongfeng in China.
		3. Publication on February 13, 2014 of a press release related to the 2013 Financial results.
		Publication on February 13, 2014 of a press release related to the 4. Renault Drive the Change strategic plan.
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; ш
		the terms of the Renault-Nissan agreements do not entitle Renault to 目 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 ш Alliance's joint decision-making body for strategic issues concerning either group individually. Its decisions are applicable to both Renault and l

		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 Ш same way as its own assets;
		Renault provides no guarantees in respect of Nissan's debt. ■
		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 activities of the Issuer	The Group's activities have been organized into two main business sectors, in more than 120 countries:
		Automotive;
		Sales Financing.
		Automotive 1.
		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	Not applicable

	indirectly owned or controlled
B.17	Credit ratings assigned to the Issuer or its debt securities	Programme Summary: 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 Up to Euro $7,000,000,000$ (or the equivalent in other currencies at the date of security issue) aggregate nominal amount of Notes outstanding at any one time pursuant identification of to the Euro Medium Term Note Programme arranged by Deutsche Bank (the the Notes 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 (Euroclear France Account Holders), on the other hand, shall be effected directly or via their respective 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.
		relevant Final Terms.	An identification number of the Notes (ISIN Code) will be specified in the
		Issue Specific Summary
			The Notes are EUR 500,000,000 3.125 per cent. Notes due 5 March 2021.
		Series:	44
		Tranche:	1
		Aggregate Nominal Amount:	€500,000,000
		Form:	Dematerialised Notes
		Central Depositary:	Euroclear France
		ISIN Code:	FR0011769090
		Common code:	104056156
C.2	Currencies	The Notes may be issued in any currency agreed between the Issuer and the relevant Dealers.
		Issue Specific Summary
		The currency of the Notes is Euro.
C.5	A description of any restrictions	Save certain restrictions (in particular in respect of France, United States of America, United Kingdom, Japan, Hong Kong, Peoples Republic of china,

	on the free transferability of the Notes	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 $\epsilon$ 1,000 (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 Notes, continuing for a specified period of time; or
• non-performance or non-observance by the Issuer of any of its respective 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 Noteholders 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.

$C.9$

Interest, maturity and redemption

and

of the

Noteholders

Issue Specific Summary

Issue Price: 99.653 per cent. of the Aggregate Nominal Amount.

Specified Denomination: $€1,000$

Status of the Notes: Unsubordinated Notes

Please also refer to the information provided in item C.8 above.

Interest Payments and interest periods

provisions, yield 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 representation 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 (either 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 $(b)$ If the relevant Final Terms specify "Contractual Masse", the holders of the Notes will, in respect of all Tranches in any Series, 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, 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 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 of all Tranches in such Series. Issue Specific Summary 3.125 per cent. per annum Fixed Rate Interest Basis: Interest Commencement Date: Issue Date Applicable (further particulars specified in Fixed Rate Notes: item 15 of Part A to these Final Terms) Floating Rate Notes: Not Applicable Not Applicable Zero Coupon Notes: 5 March 2021 Maturity Date: Call Option: Not Applicable Not Applicable Put Option: Applicable Make-Whole Redemption: Reference Bund means the German Federal Governement Bond of

	Bundesrepublik Deutschland due 4 January 2021, with ISIN DE0001135424.
	Make-Whole Redemption Margin means 0.35 per cent. per annum
Final Redemption Amount:	$€1,000$ per Note of $€1,000$ Specified Denomination
Early Redemption Amount:	As per the Conditions
Yield:	3.181 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
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:
	Laurent Adoult Crédit c/o Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex France
	Alternate Representative:
	Audrey Sebban c/o Crédit Agricole Corporate and Investment Bank 9, quai du Président Paul Doumer 92920 Paris La Défense Cedex 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.
			Representative will receive The no remuneration.
C.10	Derivative component interest payments	in	Not applicable, the Notes issued under the Programme do not contain any derivative components. Please also refer to item C.9 above.
C.11	Admission trading	to	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 may be specified in the applicable Final Terms, or unlisted. The applicable Final Terms will state whether or not the relevant Notes are to be listed and, if so, on which stock exchange(s). 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 5 March 2014.

Section D - Risks Factors
D.2	Key information on the key risks	There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme.
	that are specific	Financial risk (i)
	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;

$\langle \hat{u} \rangle$

take advantage of all economically justified price falls.

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 design, manufacture, operation and recycling 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.
D.3	Key information on			There are certain factors which are material for the purpose of assessing the market risks associated with Notes, including the following:
	the key risks 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.

$\langle \overline{z} \rangle$

(i)	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 A.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
		The Notes are offered to the public in Notes in Germany, the Netherlands, Belgium, the Grand Duchy of Luxembourg and Austria.
		Offer Period:	The period from 3 March 2014 until 5 March 2014, provided that the Offer Period will not commence until publication of these Final Terms in with the Prospectus accordance Directive has occurred and provided further, however, that the Offer Period
			in Austria will not commence until

			the day after the filing of the issue terms with the Registration Office (Meldestelle) operated by Oesterreichische Kontrollbank Aktiengesellschaft has been duly made as required by the Austrian Capital Markets Act. It is expected that the Offer Period in Austria will commence on or about 4 March 2014.
		Offer Price:	Issue Price
		Conditions to which the Offer is subject:	Not Applicable
		application Description of the process:	Not Applicable
		Details of the minimum and/or maximum amount of application:	Not Applicable
		Manner in and date on which results of the Offer are to be made public:	Not Applicable
		offering materials in various jurisdictions.	There are restrictions on the offer and sale of the Notes and the distribution of
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. Issue specific summary
	involved in the issue of the
	Notes	The Joint Lead Managers will be paid aggregate commissions equal to 0.45 per cent. of the nominal amount of the Notes. So far as the Issuer is aware, no other 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 Issue specific summary
	charged to investor by the
	Issuer or the offeror	Not applicable, there are no expenses charged to the investor.