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Renault Capital/Financing Update 2020

Nov 23, 2020

1625_rns_2020-11-23_bc76aa0a-8fbe-48ba-99f5-8d9b0dbe7f4f.pdf

Capital/Financing Update

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MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes, taking into account the five categories referred to in item 18 of the Guidelines published by European Securities and Markets Authority (ESMA), as determined by the manufacturer(s), has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PRIIPS REGULATION / PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS – The

Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA) or in the United Kingdom (the UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 on insurance distribution (as amended or superseded, the IDD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Final Terms dated 23 November 2020

RENAULT

Legal Entity Identifier (LEI): 969500F7JLTX36OUI695

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

SERIES NO: 57 TRANCHE NO: 1 €1,000,000,000 2.375 per cent. Notes due 25 May 2026 Issued by: Renault (the Issuer)

BNP PARIBAS CRÉDIT AGRICOLE CIB HSBC NATIXIS SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING (the Joint Lead Managers)

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 18 June 2020 which received approval number no. 20-263 from the Autorité des marchés financiers the (AMF) on 18 June 2020 and the Supplements to the Base Prospectus dated 31 July 2020, 18 September 2020 and 13 November 2020 which together constitute a base prospectus for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129, as amended) (the Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with such Base Prospectus as so supplemented in order to obtain all the relevant information. 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 (12) months from the date of the Base Prospectus and (b) the Issuer (www.renault.com).

1. Issuer: Renault
2. (i) Series Number: 57
(ii) Tranche Number: 1
3. Specified
Currencies:
Currency
or
Euro (€)
4. Aggregate Nominal Amount:
(i) Series: €1,000,000,000
(ii) Tranche: €1,000,000,000
5. Issue Price of Tranche: 100
per cent.
of the Aggregate Nominal Amount
6. Specified Denomination: €100,000
7. (i) Issue Date: 25
November
2020
(ii) Interest
Commencement
Date:
Issue Date
8. Maturity Date: 25
May
2026
9. Interest Basis: 2.375
% Fixed Rate
per annum
(further particulars specified below)
10. Redemption/Payment Basis: Subject
to
any
purchase
and
cancellation
or
early
redemption, the Notes will be redeemed on the Maturity
Date at 100
per cent. of their nominal amount.
11. Change of Interest Basis: Not Applicable
12. Put/Call Options: Make-whole Redemption by the Issuer
Clean-up Call Option by the Issuer

Residual Maturity Call Option

(further particulars specified below in items 19/21/22)

  • 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 10 December 2019 and decision of the CFO (Directeur financier Groupe) dated 19 November 2020.

14. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 2.375
per cent. per annum
payable annually
in arrear
(ii) Interest Payment Dates: 25
May
in each year commencing on 25
May
2021
up to and
including the Maturity Date
(iii) Fixed Coupon Amount: €2,375
per Note of €100,000
Specified Denomination,
subject to the Broken Amount below
(iv) Broken Amount: €1,177.74 per Note
of €100,000
Specified Denomination
payable on the Interest Payment Date falling on 25 May
2021
(v) Day Count Fraction: Actual/Actual (ICMA), Unadjusted
(vi) Interest Determination
Dates:
25 May
in each year
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Call Option
(Condition 6(b))
Not Applicable
19. Make-Whole Redemption by the
Issuer
(Condition 6(c))
Applicable
(i) Notice period: As per Condition 6(c)
(ii) Reference Rate: The German Federal Government 0.5 per cent. Bund due 14
February 2026
(ISIN: DE0001102390)
(iii) Redemption Margin: 0.50 per cent.
(iv) Party, if any, responsible for
calculating
the
principal
and/or interest due (if not
the Calculation Agent):
Not Applicable
20. Put Option Not Applicable
(Condition 6(d))
21. Clean-up
Issuer
Call
Option
by
the
Applicable
(Condition 6(g))
22. Residual Maturity Call Option Applicable
(Condition 6(h)
(i) Call Option Date: 25
February
2026
(ii) Notice period: As per Conditions
23. Note Final Redemption Amount of each €100,000
per Note of €100,000
Specified Denomination
24. Early Redemption Amount
Early Redemption Amount(s) of As per Conditions

each Note payable on redemption for taxation reasons (Condition 6(f)), for Clean-up (Condition 6(g)), for illegality (Condition 6(k)) or on event of default (Condition 9):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25. 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
26. Identification of the Noteholders: Not Applicable
27. Financial Centre(s) relating to
Payment Dates:
Not Applicable
    1. Redenomination, renominalisation and reconventioning provisions: Not Applicable
    1. Consolidation provisions: Not Applicable
    1. Reprcsentation of hoHers of Notes/Masse: Name and address of the initial Representative:

DIIS Group 12 rue Vivienne 75002 Paris France rms E diisgroup.corn repres€nted by Sylvain Thomazo

Name and address of the alternate Representative:

DIIS Croup 12 rue Vivienne 75002 Paris France nns,4'diisgroup.com represented by Sandrine d'Haussy

The Representative will receive a remuneration of € 400 (VAT excluded) per year payable in advance at the lssue Date.

  1. Pa5ment in Euro Equivalent instead of U§ llollar Equivalent in the case cnntemplatcd in Condition 7(i) for RMB Notes Not Applicable

PURPO§E OT' F'INAL TERM§

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 lssuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of Renault S.A.

Duly represented by:

PART B – OTHER INFORMATION

1. ADMISSION TO TRADING

  • (i) Admission to trading: Application has been made for the Notes to be admitted to trading on Euronext Paris with effect from the Issue Date.
  • (ii) Estimate of total expenses related to admission to trading: €5,075

2. RATINGS

Ratings: The Programme has been rated BB+ by S&P Global Ratings Europe Limited and Ba2 by Moody's Investors Service Ltd.

The Notes to be issued have been rated:

S&P: BB+

Moody's: Ba2

S&P Global Ratings Europe Limited and Moody's Investors Service Ltd are respectively established in the European Union and in the United Kingdom and are registered under Regulation (EC) No. 1060/2009 (as amended). As such, each of S&P Global Ratings Europe Limited and Moody's Investors Service Ltd is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/supervision/credit-ratingagencies/risk) in accordance with such regulation.

For S&P, an obligation rated BB is less vulnerable to non payment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor's inadequate capacity to meet its financial commitments on the obligation.

For Moody's, obligations rated Ba are judged to be speculative and are subject to substantial credit risk and the modifier 2 indicates a mid-range ranking.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

"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 issue 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."

4. USE AND ESTIMATED NET AMOUNT OF THE PROCEEDS

Use of proceeds:
Estimated net amount of proceeds:
General corporate purposes
€996,500,000.00
5. YIELD
Indication of yield: 2.375
per cent.
The yield is calculated at the Issue Date on the basis of the
Issue Price. It is not an indication of future yield.
6. OPERATIONAL INFORMATION
ISIN: FR0014000NZ4
Common Code: 226213627
Depositaries:
(i) Euroclear France to act as
Central Depositary
Yes
(ii) Common
Depositary
for
Euroclear and Clearstream
No
number(s): and Clearstream Any clearing system(s) other than Euroclear
and the relevant identification
Not Applicable
Delivery: Delivery against payment
Names and addresses of additional Paying
Agent(s)
(if any):
Not Applicable
The aggregate principal amount of notes issued
has been translated into Euro at the rate of []
producing a sum of:
Not Applicable
7. DISTRIBUTION
Managers: If syndicated, names of Joint Lead BNP Paribas
Crédit Agricole
Corporate and Investment Bank
HSBC France
Natixis
Société Générale
Stabilising Manager(s) (if any): Not Applicable
Date of subscription agreement: 23
November
2020
If non-syndicated, name of Manager: Not Applicable