| Vote |
Resolutions |
| FOR |
1. Approval of the annual financial statements for the financial year ended December 31 of the previous year.
|
| FOR |
2. Approval of the consolidated financial statements for the financial year ended December 31 of the previous year.
|
|
AASR has not identified any risk in the Statutory Auditors’ report.
The accounts include exceptional items, in particular those linked to changes in the method of accounting for the investment in Nissan, resulting in a significant accounting impact but with no effect on cash flow or on the Group’s operational capacity.
These items, although having a negative impact on the result, are non-recurring and are intended to improve long-term financial transparency.
|
| FOR |
3. Allocation of the result for the financial year ended December 31 of the previous year and determination of the dividend.
|
|
AASR approves the distribution of the dividend, as it represents an important signal of confidence in the Group’s ability to generate sustainable cash flows, despite a deteriorated accounting context.
For employee shareholders, it contributes to:
- the overall return on investments (PEG, FCPE),
- the attractiveness of employee shareholding.
A sustainable dividend is favorable to the interests of employee shareholders, although vigilance is required in the medium term regarding the balance between distribution and investment.
|
| FOR |
4. Statutory Auditors’ report on the items used to determine the remuneration of participating securities.
|
|
AASR has not identified any risk in this strictly technical resolution, but would like the Company to be able to free itself from this heavy legacy burden, dating back to before the Company’s privatization, by any means available.
|
| FOR |
5. Approval of regulated agreements and commitments referred to in Articles L.225-38 et seq. of the French Commercial Code.
|
|
AASR has not identified any risk in this resolution, which falls within the usual legal framework of General Meetings.
|
| FOR |
6. Approval of the regulated agreement entitled “Umbrella Agreement” entered into between the Company and Nissan Motor Co., Ltd. on March 31, 2025.
|
| FOR |
7. Approval of the regulated agreement entitled “Ampere Investment Agreement Termination Contract” entered into between the Company and Nissan Motor Co., Ltd. on March 31, 2025.
|
| FOR |
8. Approval of the regulated agreement entitled “Second Amendment to the Framework Agreement” entered into between the Company and Nissan Motor Co., Ltd. on March 31, 2025.
|
| FOR |
9. Approval of the regulated agreement entitled “Second Amendment and Restatement of the New Alliance Agreement” entered into between the Company and Nissan Motor Co., Ltd. on March 31, 2025.
|
|
These four resolutions relate to several agreements concluded on March 31, 2025 with Nissan, aimed at profoundly reshaping the functioning of the Alliance.
These agreements pursue several key objectives:
- clarification and simplification of the Alliance framework,
- reduction of financial and legal risks,
- restoration of a more balanced relationship,
- strengthening of the strategic autonomy of Renault and Ampere.
The termination of certain previous agreements and the revision of the overall framework represent a major turning point, consistent with the Group’s industrial and social interests. They lead to:
- Short term: increased complexity for market interpretation
- Medium term: reduced risks related to the Alliance
- Long term: strengthened value and strategic sovereignty
|
| FOR |
10. Ratification of the appointment of Mr. François Provost as Director.
|
|
The presence on the Board of Directors of a Chief Executive Officer with strong knowledge of the Company, partnerships, industrial challenges, and international relations is an asset during the current phase of the Group’s transformation.
|
| FOR |
11. Appointment of Ms. Marie José Donsion as an independent Director.
|
|
Strengthening the independence of the Board of Directors is a key element of good governance, particularly important for employee shareholders. The limited number of external mandates held by Ms. Donsion is an asset for her commitment and availability.
|
| FOR |
12. Renewal of the mandate of KPMG S.A. as Statutory Auditor.
|
| FOR |
13. Renewal of the mandate of Forvis Mazars S.A. as Statutory Auditor.
|
|
Continuity in the mandates entrusted to KPMG and Forvis Mazars ensures stability and quality in the audit of the accounts, with no warning signs identified regarding their independence.
|
| FOR |
14. Renewal of the mandate of KPMG S.A. as Statutory Auditor in charge of certifying sustainability information.
|
| FOR |
15. Renewal of the mandate of Forvis Mazars S.A. as Statutory Auditor in charge of certifying sustainability information.
|
|
These two resolutions are part of the new European regulatory framework and contribute to:
- the credibility of ESG commitments,
- the Group’s attractiveness to long-term investors,
- the sustainable valuation of the shar
|
| FOR |
16. Approval of information relating to the remuneration of corporate officers paid during or allocated in respect of the financial year ended December 31 of the previous year, as referred to in Article L.22-10-9 I of the French Commercial Code.
|
|
AASR has not identified any risk in this resolution, which concerns the quality and completeness of the information provided to shareholders rather than the amounts themselves. It directly contributes to transparency and the credibility of governance.
|
| FOR |
17. Approval of the fixed and variable components of total remuneration and benefits of any kind paid during or allocated in respect of the financial year ended December 31 of the previous year to Mr. Jean-Dominique Senard, Chairman of the Board of Directors.
|
|
AASR highlights and appreciates Mr. Senard’s strict compliance with State recommendations regarding executive remuneration in companies in which the State holds a stake.
|
| FOR |
18. Approval of the fixed and variable components of total remuneration and benefits of any kind paid during or allocated in respect of the financial year ended December 31 of the previous year to Mr. Luca de Meo, Chief Executive Officer until July 15, 2025.
|
|
This remuneration strictly corresponds to that approved at the 2025 General Meeting. The failure to meet financial targets and the cancellation of performance shares resulting from the CEO’s resignation significantly limited the amount compared with what was potentially possible.
|
| FOR |
19. Approval of the fixed and variable components of total remuneration and benefits of any kind paid during or allocated in respect of the financial year ended December 31 of the previous year to Mr. Duncan Minto, Interim Chief Executive Officer from July 15, 2025 to July 30, 2025.
|
|
This resolution concerns a very short interim period. The associated amounts and stakes are limited.
|
| FOR |
20. Approval of the fixed and variable components of total remuneration and benefits of any kind paid during or allocated in respect of the financial year ended December 31 of the previous year to Mr. François Provost, Chief Executive Officer as from July 31, 2025.
|
|
The fixed and variable remuneration components accepted by Mr. Provost for the CEO position are significantly lower than those granted to Mr. de Meo when he took office. AASR highlights and appreciates this effort in a tense context.
|
| FOR |
21. Approval of the remuneration policy for the Chairman of the Board of Directors for the 2026 financial year.
|
|
Same comment as for resolution no. 17.
|
| FOR |
22. Approval of the remuneration policy for the Chief Executive Officer for the 2026 financial year.
|
|
Same as resolution no. 20. However, AASR is surprised by the identical renewal of the variable remuneration assessment criteria compared with those of his predecessor. An adjustment reflecting evolving challenges—particularly for non-financial criteria—would have been expected. International development should not overshadow the core markets in France and Europe, nor the associated sovereignty issues relating to manufacturing sites and engineering.
|
| AGAINST |
23. Approval of the remuneration policy for Administrators for the 2026 financial year.
|
|
Administrators benefited in 2024 from a 12% remuneration increase, which remains significantly higher than the evolution of employee pay over the same period. AASR would like the remuneration of Directors and employees to be aligned.
|
| FOR |
24. Authorization granted to the Board of Directors to trade in the Company’s shares.
|
|
A standard financial management tool, which may be used for:
- capital optimization,
- hedging share-based plans.
Its relevance will depend on how it is actually used.
|
| AGAINST |
25. Authorization granted to the Board of Directors to reduce the Company’s share capital by cancellation of treasury shares.
|
|
AASR is opposed to this purely financial transaction and would prefer other disposal methods to be considered—for example, distributing these shares under an employee share ownership plan rather than cancelling them.
|
| FOR |
26. Delegation of authority to the Board of Directors to increase the share capital by capitalization of reserves, profits or premiums, or any other amounts whose capitalization is permitted.
|
|
AASR has not identified any risk in this purely accounting transaction, involving no cash inflow or economic dilution. The ownership percentage of employee shareholders is fully preserved.
|
| FOR |
27. Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or securities giving access to capital securities to be issued, with maintenance of preferential subscription rights.
|
|
AASR has not identified any risk in this resolution, which explicitly protects existing shareholders, including employees, by allowing them to retain their percentage ownership.
|
| AGAINST |
28. Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or securities giving access to capital securities to be issued, with removal of preferential subscription rights, with an optional priority period, as part of public offerings other than those referred to in Article L.411-2 of the French Monetary and Financial Code.
|
| AGAINST |
29. Delegation of authority to the Board of Directors to increase the share capital by issuing shares and/or securities giving access to capital securities to be issued, with removal of preferential subscription rights, as part of public offerings referred to in Article L.411-2(1) of the French Monetary and Financial Code.
|
|
These two resolutions introduce a risk of dilution, even though priority mechanisms or caps exist.
|
| AGAINST |
30. Delegation of powers to the Board of Directors to increase the share capital by issuing shares and/or securities giving access to capital securities to be issued as consideration for contributions in kind.
|
|
This resolution allows acquisitions or partnerships to be financed through share exchanges.
It can create value if the contributed assets are strategic and properly valued, but entails a risk of technical dilution in the short term. Its limits and governance do not appear sufficiently well defined to avoid risks for employee shareholders.
|
| FOR |
31. Delegation of authority to the Board of Directors to increase the share capital, with removal of preferential subscription rights, through the issuance of Company shares reserved for members of an employee savings plan.
|
|
This resolution is key to employee share ownership.
It allows:
- a sustainable increase in employees’ stake in the capital,
- alignment of economic interests and professional commitment,
- long-term stabilization of the shareholder base.
Even in the event of overall dilution, employees are net beneficiaries.
|
| AGAINST |
32. Amendment of paragraph C of Article 11 of the Company’s bylaws relating to the procedures for appointing Administrators representing employees.
|
| AGAINST |
33. Amendment of paragraph D of Article 11 of the Company’s bylaws relating to the procedures for appointing Administrators representing employee shareholders.
|
|
The objective of these two resolutions is to guarantee parity in employee representation on the Board of Directors—an objective strongly supported by AASR. However, given the stakes:
- ensuring effective and legitimate employee representation,
- preserving the independence and stability of these Directors,
- maintaining their ability to contribute to long-term strategic debate,
the election procedures must be clear and easily understood by all employees. This is not the case for the two proposed paragraphs, which describe a complex and poorly readable system, incomprehensible to the majority of employees.
|
| FOR |
34. Amendment of Article 13 of the Company’s bylaws to specify the procedures for decision-making by the Board of Directors through written consultation.
|
|
For AASR, the Board of Directors must ensure:
- the maintenance of high-quality collective debate,
- the ability for all voices, including those of employee Directors, to be fully heard.
The option for any Board member to oppose written consultation ensures that employee representatives can request a debate if necessary.
|
| FOR |
35. Amendment of paragraph A of Article 11 and of Articles 12, 13, 15, 17, 25 and 28 of the Company’s bylaws.
|
|
This resolution groups together a large number of bylaw adjustments whose scope varies and is difficult to assess. AASR remains vigilant that no amendment:
- reduces existing rights,
- weakens the representation of employees or employee shareholders,
- unbalances the functioning of the Board.
These concerns do not appear to be raised by the proposed changes, which are the result of regulatory developments.
|
| FOR |
36. Powers to carry out formalities.
|
|
AASR has not identified any risk in this purely technical and standard resolution, which is necessary for the legal implementation of the decisions adopted.
|
