Renault — M&A Activity 2010

Apr 28, 2010

April 28, 2010

Renault announces that the cross-shareholdings among Renault SA (Renault), Daimler AG (Daimler) and Nissan Motor Co., Ltd. (Nissan) as stated in the Master Cooperation Agreement signed on the 6th and 7th of April 2010 have been completed today ("the Closing Date").

The Board of Directors, acting pursuant to the 15th resolution of the shareholders' meeting of Renault held on May 6, 2009 in accordance with the provisions of article L. 225-147 of the French Commercial Code, after review of the appraisal reports, approved:

• ! the share capital increase of Renault as remuneration of a contribution in kind of 9,549,366 Daimler treasury shares representing 0.90% of the share capital of Daimler, by the issuance of 9,167,391 new Renault ordinary shares with a nominal value of 3.81 euros, fully attributed to Daimler; and
• ! the share capital increase of Renault, as remuneration of a contribution in kind by Nissan Finance (a wholly-owned subsidiary of Nissan) of a bond giving right to shares of Nissan representing 0.2% of the share capital of Nissan, by the issuance of 1,617,775 new Renault ordinary shares, with a nominal value of 3.81 euros, fully attributed to Nissan Finance.

The contribution in kind of Daimler shares and the convertible bond giving right to Nissan shares have been valuated at 339,193,467 euros and 59,857,675 euros, respectively, based on the exchange ratios stated in the Master Cooperation Agreement (the valuation of Renault and Daimler has been calculated on the basis of the opening share price on April 6, 2010 and the valuation of Nissan has been calculated based on the closing share price of Nissan on April 6, 2010). The 10,785,166 new Renault shares, as of their issuance, are freely transferable and negotiable, assimilated with the existing Renault shares and shall have the same rights and bear the same obligations as the existing shares of Renault (including the right to receive any dividend declared or paid after their issuance). The admission to trading of the new Renault shares on the Euronext Paris market of NYSE-Euronext has been requested and the new Renault shares will be admitted to trading on the same quotation line as the existing shares (ISIN code : FR0000131906).

As a result of such share capital increases, the share capital of Renault amounts to 1,126,701,902.04 euros divided into 295,722,284 shares of the same category with a nominal value of 3.81 euros each.

The contribution appraiser, M. Thierry Bellot, designated by order dated April 2, 2010 of the President of the Commercial Court of Nanterre, as modified by order dated April 20, 2010 has delivered appraisal reports to the Board of Directors assessing, on the one hand, the valuations of the contributions to be made and, on the other hand, the fairness of the remuneration of these contributions for the existing shareholders of Renault. These reports confirm that, in respect of both the contribution of Daimler shares and the bond giving access to Nissan shares, the contributions have not been overvalued and that the remuneration of these contributions is fair for the existing shareholders of Renault.

In addition, the following operations took place on the Closing Date:

• (i) the transfer by Renault to Daimler of Nissan shares representing 3.1% of the share capital of Nissan in exchange for treasury shares representing 2.2% of the share capital of Daimler along with a cash payment of 90,102,604 euros by Daimler; and
• (ii) the transfer by Renault of 1.55% the share capital of Daimler to Nissan in exchange for treasury shares of Nissan representing 1.97% of the share capital of Nissan.

Therefore, in compliance with the provisions of the Master Cooperation Agreement, each of Renault and Nissan now holds 1.55% of the share capital of Daimler, and Daimler holds 3.1% of the share capital of Nissan and 3.1% of the share capital of Renault.

As a result of the conversion by Renault into shares of Nissan of the bond contributed by Nissan Finance, Renault now holds 43.4% of the share capital of Nissan.

Renault also sold today 1,628,344 treasury shares to the French State.

As a result of these operations, the share capital of Renault is as follows:

French State	15.01%
Nissan	15.00%
Daimler AG	3.10%
Treasury shares	0.98%
Public	65.91%

The closing of these operations falls after the record date for Renault's AGM to be held on April 30, 2010, and will therefore not affect the voting rights for such AGM.