The Company was incorporated in 1998 under its former corporate name “Lysophan”. In 2001, the former corporate name was replaced by “ALD International”. In March 2017, this was in turn changed to “ALD”. In October 2023, the new brand “Ayvens” was launched following the acquisition of LeasePlan, to unite ALD and LeasePlan together under a single identity.

Key milestones in the Company’s development include the acquisition by Societe Generale, its parent company, of Deutsche Bank’s European car leasing activity in 2001 and Hertz Lease Europe in 2003, thereby consolidating the Group’s leading market position in almost all of its key European markets.

Since 2004, the Group has established multiple subsidiaries in Central and Eastern Europe and South America, Africa and Asia. Already present in the BRIC countries (Brazil, Russia and India – plus China, which it exited in 2020), the Group has further expanded into Latin American countries, notably Mexico, Chile, Peru and Colombia, and has built up strong positions in markets outside Western Europe.

In 2009, the Group entered into a global strategic co-operation alliance with Wheels, a specialist and leader in vehicle Fleet Management for large corporate customers in North America. In 2012, the Group entered into a similar alliance with Fleet Partners, which extended its coverage in the Asia Pacific region. In 2014, another strategic alliance was signed with ABSA (South Africa-based company Absa Vehicle Management Solutions), which extended its coverage to South Africa. In 2016, the Group expanded its strategic alliance in the Latam region: in Argentina and Uruguay with Autocorp and Central America with Arrend. In 2020, new alliance were added in Asia, notably with Mitsubishi Auto Leasing Corporation in Japan, with Mitsubishi HC Capital Inc. in Malaysia, and with Shouqi in China. In 2023, the alliance with Fleet Partners in Australia and New Zealand was terminated and replaced by an alliance with SG Fleet. These alliances helped to expand the Group’s global presence which included, either directly or through such alliances, 57 countries as at the date of this Universal Registration Document.

In addition to its regional alliances, the Group has forged partnerships with 460 car manufacturers, banks and insurers, energy suppliers and mobility platforms. Aside from its direct distribution, the Group uses indirect distribution channels to offer its Full Service Leasing and Fleet Management.

In 2017, Societe Generale sold a total of 20.18% of ALD’s issued share capital via an initial public offering (IPO) announced on 5 June 2017. The objective of the IPO was to enable the ALD Group to gain visibility and reputation in the mobility ecosystem as well as to access new means of financing and to increase its capacity to accelerate its development and seize new growth opportunities in both the corporate and B2C markets. ALD’s shares commenced trading on the regulated market of Euronext Paris on 16 June 2017. 

In 2021, the Group strengthened its position in Europe through the acquisition of Bansabadell Renting, boosting its presence in Spain. Moreover, the acquisition of a stake in Skipr offered the Group new growth opportunities in the field of consulting services for mobility transformation with digital access to multi-modal, flexible and sustainable solutions and the capacity to bolster its ALD Move offer in Europe.

In 2022, ALD successfully completed an EUR 1.2 billion rights issue, securing the financing of part of the cash component of the acquisition price for LeasePlan, one of the world’s leading Fleet Management and mobility companies.

In May 2023, ALD closed the acquisition of 100% of LeasePlan, for a total consideration of EUR 4.9 billion (1), paid through a combination of cash and ALD shares, to create the leading global sustainable mobility player with a total fleet of circa 3.4 million vehicles. Upon the acquisition of LeasePlan, which holds a banking licence, ALD became a Financial Holding Company, a regulated institution supervised by the European Central Bank.

In September 2023, ALD I LeasePlan presented its “PowerUP 2026” strategic plan, following the transformative acquisition of LeasePlan.

In October 2023, ALD I LeasePlan unveiled “Ayvens”, its new global mobility brand, which represented another strategic milestone in the Company’s development and highlights the new brand promise.

In March 2024, Ayvens obtained the Declaration of No-Objection (DNO) approval from European Central Bank and De Nederlandsche Bank (the Dutch Central Bank) in March 2024, opening the way to legal and IT migrations throughout the Group. 

Ayvens is a Full Service Leasing (2) (“Full Service Leasing”) and Fleet Management (3) (“Fleet Management”) Group with a managed fleet of 3.3 million vehicles as at 31 December 2024. It operates directly in 41 countries and through commercial alliances indirectly in 16 additional countries as at the date of this Universal Registration Document. The Group is active on the whole Full Service Leasing value chain and focuses on providing solutions encompassing a broad range of services that can also be provided on a standalone basis.

The Group benefits from a diversified income base consisting of three principal components: the Leasing margin (“Leasing margin”), the Services margin (“Services margin”, and together with the Leasing margin, the “Total Margins”) and the Used Car Sales result  and depreciation adjustments (“Used car sales result and Depreciation adjustments”).

Under its primary product offering, Full Service Leasing, the Group purchases vehicles with a view to leasing them to its customers. During the lease period, it earns a financing spread (Leasing margin) equal to the difference between, on the one hand, the leasing contract revenue it receives from customers, equal to the expected depreciation of the leased vehicle plus the interest charge for funding the vehicle as well as other associated costs, and, on the other hand, the leasing contract costs, which are comprised of the costs for the expected depreciation of the leased vehicle and the costs of funds the Group incurs to fund the vehicles.

The Group also generates income from the wide range of services that it offers under both its Full Service Leasing and Fleet Management products, such as maintenance and repairs, insurance, tyres and replacement vehicles. This income is referred to as the Services margin, representing the difference between the fixed costs invoiced in the monthly rental and the costs incurred by the Group in providing these services.

Lastly, the Group generates income from the remarketing of its used vehicles at the termination of a lease contract, referred to as the Used Car Sales result. The Group markets and sells used vehicles at the end of their lease through various channels: professional dealers or traders, directly to the users of the vehicles or sales to individual customers, respectively through its global auction platforms dedicated to traders and dealers (Ayvens Carmarket) and through online vehicle sales to retail customers (under the Ayvens brand) with the support of 50 showrooms in 21 countries. Ayvens Carmarket is the main channel used to market and resell its used vehicles. Via this website, the Group can also remarket, on behalf of its customers and partners, used cars which it does not own, earning a fee from the proceeds of the sale. Depreciation adjustments are part of the Used car sales activity and represent an estimation of expected gains or losses on future disposal of vehicles and are spread over remaining duration of contracts.

The following table sets out the distribution of the Group’s  consolidated Gross operating income (“Gross operating income”) for the financial years ended 31 December 2024, 2023 and 2022:

IT systems and telecommunications are an integral part of the Group’s policy for managing points of sale and reservations across all distribution networks. The mission of the Group’s central IT Department covers mainly the rental management system used by most subsidiaries, the online auction platform dedicated to professional dealers for the acquisition of used vehicles, and other important areas such as the MyAyvens platform. The Group’s larger subsidiaries have their own IT Departments and generally their own platforms, which they manage locally with the help of external service providers where necessary. The Group’s central IT Department approves the subsidiaries’ IT budgets. Local IT teams are supervised locally. However, IT systems for smaller subsidiaries are generally managed by the Group’s central IT Departments.

The central back-office systems (SOFICO MILES, ALDAVAR and NOLS) are the centrepieces of the Group’s IT systems and cover most subsidiaries that do not have their own IT Department. These applications support all of the Group’s back-office activities and processes and cover the entire contract cycle and asset base, as well as all vehicle service management. The Group’s ALDAVAR and NOLS softwares are gradually being replaced by a solution recognised on the market, SOFICO MILES.

The Group seeks to offer innovative and inexpensive services. To do this, it invests regularly to maintain and improve its IT system. All IT projects are regularly and centrally evaluated in the light of business needs. Particular attention is paid to technical projects aimed at establishing and guaranteeing the continuity of services and their security. The added value of each application project aimed at maintaining and improving the operational capabilities of the system is assessed, in particular, with regard to revenue growth, cost reduction and compliance and legal risks.

An Information System Architecture and Strategy Committee is responsible at the holding level for verifying the conformity of the Group’s IT strategy, around the main cross-functional pillars (Project Management Operations, Architecture, Infrastructure, Security, Data and Functional Processes). This strategy is in line with the guidelines given by Societe Generale (taking into account the specificities of the Group’s activity). The Group has established security principles designed to reduce the risk of information leakage and external fraud, and to make the services provided on the Internet more reliable, while preserving the customer experience. The Group’s security policy is defined in accordance with the security framework established by Societe Generale. Each Group entity must integrate its own needs and take into account the context (organizational, structural, legislative, regulatory, contractual and technological) in which it operates. All local information security policies must be validated in accordance with the specific Group policy. Each entity must designate a local Security Correspondent, who will be responsible for the IT security of the entity or region concerned. This Security Correspondent is required to apply the Group’s procedures and to establish/update local security policies.

The Group’s digital application environment comprises several major platforms developed internally or in partnership with certain customers and preferred suppliers from ALD and LeasePlan. These platforms are subject to continuous improvement or expansion to new countries or customer partnerships and will be rationalised into one single environment. Some modules and innovations also aim to encourage data-driven decision-making (Big Data), to adapt products and prices in real time (Dynamic Pricing) and, more generally, to accelerate digital development and strengthen the customer relationship management strategy (Cloud CRM). These particularities offer the Group the double advantage of benefiting from economies of scale by pooling its technical capital between several solutions, as well as the ability to rapidly deploy its solutions to all its subsidiaries.

LeasePlan’s Next Generation Digital Architecture (NGDA) programme was launched in 2019 to deliver a harmonized and standardized global digital architecture. The first phase of the program consisted of an initial rollout to three entities with the intention of then rolling out the platform across the rest of the Group. After a strategic review of the programme was conducted following the closing of the LeasePlan acquisition, a decision was made by the Group to stop new developments across the NGDA perimeter. Following this decision, a revised transformation strategic plan was defined targeting the same objective: a global and standard IT platform (Global Mobility Platform) based on Societe Generale, ALD and LeasePlan best assets. However, the transformation path is very different from NGDA with a staggered approach decoupling transformations of distribution (customer channels, client engagement solutions), product factories and foundations. This phased approach enables a flexible adjustment to financial trajectory and can be prioritized per geography and/or value chain (based on business cases). It starts in 2025 with several strategic initiatives: rationalizing infrastructure through Societe Generale, moving to one global CRM (ALD's one) and decommissioning redundant applications.

For more information on IT risks, see section 4.1.4.1 “IT and cybersecurity risks” of this Universal Registration Document.

The following discussion of Ayvens’ results of operations and financial condition contains forward‑looking statements. Ayvens’ actual results could differ materially from those that are discussed in these forward‑looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Universal Registration Document, particularly under “Risk Factors”. 

Having established a leadership position through its “Move 2025” strategic plan and the acquisition of LeasePlan, Ayvens intends to lead the sector’s transformation under the “PowerUp 2026” plan. The objectives are to achieve excellence in its operating platform and deliver synergies and superior financial return through the successful integration of LeasePlan and the launch of a new brand. Ayvens’ long-term strategy is to leverage on the power of leadership to shape the future of mobility by addressing fast-growing markets and fostering innovation towards new mobility like Mobility-as-a-Service (MaaS) and connected and autonomous cars. Ayvens’ strategic ambition is to become a Leading Global Sustainable Mobility Player.

Ayvens is a unique position  to lead the rapidly changing mobility ecosystem in the context of long-term megatrends:

• ●electrification is progressing under the effect of regulatory factors and increased climate risks awareness. The transition from ICE cars to EVs (BEVs and PHEVs) has reached an inflection point and EVs are becoming more attractive and affordable. The speed of transition has also turned out to be volatile, as we have witnessed with the recent material slow down in EV deliveries. This, however, does not change the long-term trend;
• ●behavioural trends such as the changing face of urban mobility and the shift from ownership to usership will foster the development of car leasing on the consumer segment and new solutions like flexible leasing and multi-cycle/used car lease;
• ●new opportunities from digital will arise, as “on‑demand” mobility and seamless digital customer journeys are becoming essential for customers and data-driven value propositions emerge;
• ●the rise of digital models will also fragment and expand the traditional value chain as niche players will emerge, creating new ecosystems with new competitors but also opportunities for partnerships;
• ●competition in the industry is changing, with continuing OEMs consolidation and the entrance of new players (EV and non-European players, new mobility and tech players), also creating opportunities for partnerships.

Based on these megatrends, Ayvens’ long-term vision for 2030 is to become a global mobility platform, offering all types of mobility on the path towards zero emissions and where circular economy in the form of multi-cycle lease will have more emphasis. Cars will become increasingly connected, and eventually fully autonomous, and mobility will move beyond the car towards Mobility-as-a-Service (MaaS), by including different modes of sustainable transportation.

In this context, it is critical for Ayvens to achieve excellence to further strengthen its operating platform capabilities and leadership position in the market to lead the sector’s transformation and shape the future of mobility over the long term. These strategic ambitions have been translated into the “PowerUp 2026” plan, which is based on three major promises and one commitment.

The simplified organisational chart below sets forth the legal organisation of the Group as at the date of this Universal Registration Document. The percentages indicated represent the percentages of share capital.

Ayvens SA does not carry out any leasing activities itself. Its primary role is to act as a holding company for the Group subsidiaries, to set the strategic direction of the Group, and to supervise the activities of the individual operating companies of the Group. In May 2023, following the acquisition of LeasePlan, which holds a banking licence, Ayvens SA became a Financial Holding Company, a regulated institution supervised by the European Central Bank. Ayvens’s central functions include notably the following key activities:

• ●supervision and support to the subsidiaries;
• ●management of relationships with Large Corporate Accounts and partners;
• ●central procurement activities to negotiate volume bonuses with manufacturers and other suppliers (such as tyres, short term rental, etc.);
• ●treasury, central funding (including administering the Group’s EMTN bond issues);
• ●finance;
• ●investor relations;
• ●communication;
• ●transformation and integration;
• ●human ressources;
• ●corporate and social responsibility;
• ●pricing;
• ●legal and corporate affairs;
• ●risk and compliance;
• ●digital and IT.

The main direct or indirect subsidiaries of the Company are described below.

Temsys SA (France), a limited liability company (société anonyme), is wholly owned by the Company. Its primary corporate purpose is the acquisition, sale and long-term leasing of cars and insurance brokerage. Temsys SA indirectly holds 100% of Parcours SAS.

ALD Automotive Italia SRL (Italy), a limited liability company (societa a responsabilita limitata), is indirectly wholly owned by the Company. Its primary corporate purpose involves the short and long-term leasing of vehicles, the sale and purchase of road transport vehicles, the operation of garages and machine workshops, the maintenance and repair of road transport vehicles both directly and via third parties and the provision of ancillary services.

ALD Automotive Group Limited (UK), a limited liability company, is an indirect subsidiary wholly owned by the Company. Its primary corporate purpose is the renting and leasing of cars and light motor vehicles.

ALD Autoleasing D GmbH (Germany), a limited liability company, is an indirect subsidiary wholly owned by the Company. Its primary corporate purpose is the short-, medium- and long-term leasing of all types of moveable goods, in particular German and foreign cars.

Ayvens Spain Mobility Solutions SAU (Spain), a limited liability company (sociedad anónima), is indirectly wholly owned by the Company. Its primary corporate purpose is the study, coordination, planning, calculation of costs and management of the purchase, sale and non-financial leasing of vehicles and vehicle fleets for individuals and legal entities, public or privately owned, and the administration, advising and optimisation of costs of these and related activities and the activities of insurance agent.

Axus SA (Belgium) is a limited liability company (société anonyme). Its primary corporate purpose is the manufacture, trade, operation, rental, including financial leasing, of all elements relating directly or indirectly to motor vehicle equipment, equipment relating to other means of transport, mechanical engineering or other. Furthermore, the Company is able to offer all mobility services and solutions, both in terms of travel, workspaces and connections, and is an intermediary for companies providing mobility solutions.

Euro Insurances DAC (Ireland), trading under the name Ayvens Insurance, a Designated Activity Company limited by shares, is wholly owned by the Company. Its primary corporate purpose is to deliver carry out the motor insurance and reinsurance products business (CASCO and MTPL programs) to Group entities.

Axus Luxembourg SA (Luxembourg), a limited liability company, indirectly wholly owned by the Company. Its primary corporate purpose is the leasing of moveable assets of any kind and real property and assistance in the financing of companies in which it has an interest.

Axus Nederland BV (the Netherlands), a private limited liability company (besloten vennootschap), is indirectly wholly owned by the Company. Its primary corporate purpose is the sale, purchase, renting, leasing, import and export of trade goods, and in particular motor vehicles, as well as the holding of companies. It also provides financial, managerial and administrative services to such companies.

Ayvens Bank NV (the Netherlands), a private limited liability company (naamloze vennootschap), is an indirect subsidiary wholly owned by the Company, that focusses on attracting retail deposits. Ayvens Bank NV holds a banking licence allowing it to raise deposits under the Dutch deposit guarantee scheme and it operates as an online retail savings bank for private individuals in the Netherlands and Germany.

For more details, see Section 6.2 “Notes to consolidated financial statements”, note 41 “Scope of consolidation” in this Universal Registration Document. For more details on recent disposals and acquisitions, see Section 6.3.1 “Changes in the scope of consolidation in the year ended 31 December 2024” in the consolidated financial statements and Section 2.1.4.1 “Historical investments” of this Universal Registration Document.

As at 31 December 2024, Societe Generale accounted for 26% of the Group’s funding net of short-term deposits on an arm’s length basis. The remaining 74% consisted of secured and unsecured funding, primarily raised from debt capital markets, securitizations, external banks and retail deposits collected in the Netherlands and in Germany. 

The Group benefits from an intra-group funding agreement applicable to entities of Societe Generale. This agreement provides the terms and conditions of the loans which can be granted by Societe Generale or any of its subsidiaries to other Societe Generale entities. The agreement is of unlimited duration and cancellable by each party with one month’s notice, with existing loans remaining subject to the agreement until repayment. The funds provided by Societe Generale are granted via Societe Generale Paris, Societe Generale Luxembourg and some local Societe Generale branches and subsidiaries. Societe Generale Paris and Societe Generale Luxembourg finance Ayvens SA via the central treasury of the Group, which in turn grants loans denominated in different currencies to the Group’s operating subsidiaries as well as to its intermediate holding companies. As part of the liquidity management strategy, the Group treasury also places excess cash from borrowings and bonds proceeds on short-term deposits with Societe Generale. 

As at 31 December 2024 the net outstanding financial debt(1) with Societe Generale stood at EUR 12,511 million of which deposits amounted to EUR 4,931 million (2023: EUR 13,330 million and EUR 2,685 million respectively).  The net debt with Societe Generale included EUR 1,500 million of subordinated Tier 2 debt. The average residual maturity of senior debt was 1.5 years. 

Upon closing of the LeasePlan acquisition, Ayvens issued EUR 750 million of Additional Tier 1 hybrid capital (AT1), fully subscribed by Societe Generale, whose purpose is to ensure the maintenance of an adequate management buffer over all solvency ratios. This AT1 capital is accounted for as equity instrument.

The Group intends to maintain its strong funding diversification in the coming years.

Ayvens is included in Societe Generale’s overall liquidity risk management.

The following table presents the Group’s key performance indicators (KPIs) for the financial years ended 31 December 2024, 2023 and 2022.

The following discussion of Ayvens’ results of operations and financial condition contains forward-looking statements. Ayvens’ actual results could differ materially from those that are discussed in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Registration Document, particularly under “Risk factors”.

Detailed descriptions of the Group’s results for the financial year ended 31 December 2024 and of the principal factors affecting the Group’s operating income are contained in sections 2.1.2 “Ayvens activity” and 2.1.3 “Financial results” of this Universal Registration Document.

None

The Group is committed to innovating and offering value added solutions. It continues to strive to develop new products and new expertise. An Innovation Committee was created to share, prioritise, and accelerate innovation initiatives.

As a pioneer in mobility solutions, the Group regularly reviews its product offers and innovates to provide the best products for its customers, to support fleet managers in their daily work and to provide drivers with the solutions best suited to their needs.

In 2024, Ayvens continued to develop its portfolio of innovative products, including the electric offer, a holistic “end-to-end” approach to the powertrain shift for company and commercial fleets, which is now available in 34 countries.

Ayvens’ connected vehicle established to 450,000 , primarily utilizing aftermarket telematics.

On one side, local connected vehicle initiatives are in place, partnering with best-in class aftermarket devices providers and depending on the local expected use cases. 
On the other side, the Ayvens central connected car platform has now more than 160,000 connected vehicles (ProFleet solution and cost avoidance insurance offering).

Additionally, Ayvens has initiated tests with OEM telematics to offer connected vehicles through embedded telematics systems in the future. 

Available in the Netherlands, France and Belgium, Move is Ayvens’ first Mobility as a Service offer. It helps clients make smart mobility decisions by providing daily mobility advice, considering an employee’s own calendar, real-time traffic data, the companies’ objectives (such as CO2 emissions, TCO, etc). Users get insights into their budget and travel history, while employers receive reporting on the mobility expenses in order to monitor the Company’s mobility and to efficiently manage and adapt the mobility policy as necessary.

Amounts received for disposal of the rental fleet increased to EUR 11,529.5 million during the financial year ended 31 December 2024 compared to EUR 7,253.4 million during the financial year ended 31 December 2023, primarily as a result of inclusion of LeasePlan in the consolidation perimeter for 12 months versus from 22 May in 2023 and used car prices still being at a high level.

The amounts paid for the acquisition of the leased vehicles were EUR 21,950.3 million during the financial year ended 31 December 2024 compared to EUR 18,257.1 million during the financial year ended 31 December 2023 as a result of inclusion of LeasePlan in the consolidation perimeter for 12 months versus from 22 May in 2023.

Changes in working capital (comprising short-term assets and liabilities) resulted in a net positive contribution to the net cash from operating activities of EUR 1,464.6 million during the financial year ended 31 December 2024 compared to EUR 249.1 million during the financial year ended 31 December 2023. The change is due to the inclusion of LeasePlan in the consolidation perimeter for 12 months in 2024 versus 7 months in 2023 and increase in finance and operating lease receivables invoiced to customers driven by a higher net earning assets value.

Net interest received has increased to EUR 1,472.3 million during the financial year ended 31 December 2024, compared to EUR 979.8 million during the financial year ended 31 December 2023 primarily as a result of inclusion of LeasePlan in the consolidation perimeter for 12 months versus from 22 May in 2023 and a rise in interest rates from 2023 which resulted in higher cash in and outflows.

Chapter 4 presents Ayvens’s risk factors and policy concerning their management.

In December 2022, the Company raised its capital by approximately EUR 1.2 billion, through a rights issue with shareholders’ preferential subscription rights, whose purpose was to finance part of the cash component of the LeasePlan acquisition price. 161,641,456 new ALD shares with a par value of EUR 1.50 per share were issued by the Company and admitted to trading on Euronext Paris from 20 December 2022. These new shares were assimilated to the existing shares of the Company, on the same trading line and with the same ISIN code.

On 22 May 2023, the Company issued 251,215,332 new ALD shares to the benefit of LeasePlan’s selling shareholders representing 30.75% of ALD’s share capital as at the date of completion of the acquisition, i.e. the securities component of the acquisition price. These new shares, with a par value of EUR 1.50 per share, were admitted to trading on Euronext Paris on 24 May 2023, with initial ISIN code FR001400FYA8. They were assimilated to the existing shares of the Company on 5 June 2023, on the same trading line and with the same ISIN code (FR0013258662).

On 14 May 2024, the Combined Shareholders Meeting approved to change its name from ALD to Ayvens. Additionally, shareholders renewed the authorization to buy back Ayvens' shares, allowing the Board of Directors to repurchase shares up to 5% of the total number of outstanding shares. The program is designed in connection with the execution of Ayvens liquidity contract and the allocation of performance shares.

On 30 May 2024, the Group announced as at 3 June 2024, its shares will be traded under ticker symbol “AYV” on Euronext Paris, with the ISIN and Euronext code remaining unchanged.

The Company is a limited liability company (société anonyme) with a Board of Directors. A description of the main provisions of the Bylaws of the Company (the “Bylaws”), relating to the functioning and powers of the Board of Directors of the Company (the “Board of Directors” or the “Board”), as well as a summary of the main provisions of the internal regulations of the Board of Directors and of the committees are included in Section 3.3 “Rules applicable to the administrative and management bodies” and Chapter 7 of this Universal Registration Document.

The table below lists the members of the Board of Directors:

Note 1: the subsidiaries of Ayvens are not mentioned in the data below and companies followed by (*) are controlled by Societe Generale.

Note 2: the counting of the number of mandates in listed companies does not take into account mandates held in the Company.

In 2024, the Board of Directors was assisted by a non-voting member whose role was to support it in monitoring the integration of LeasePlan, the Company’s evolution towards a regulated status of CFH and the smooth operation of the new governance.

Four independent directors sit on the Board of Directors. Their independence was assessed considering the criteria set out in Article 10.5 of the AFEP-MEDEF Code, and in particular information relating to their professional careers, past and current mandates, and the business relationships of their employers/companies with Societe Generale Group.

The assessment of the existence of significant business relationships is the subject of an assessment conducted by the Board of Directors during the director selection process, in addition to the analysis and assessment conducted by the Nomination Committee of the Board of Directors of any potential conflict of interest situation relating to each member of the Board of Directors, which leads its members to pay particular attention to these relationships.

In this respect, the Board particularly studies the Fleet Management services provided by the Company to companies of which its Directors are executives (Xavier DURAND, Chief Executive Officer of COFACE, Christophe PERILLAT, Chief Executive Officer of VALEO, and Patricia LACOSTE, Chief Executive Officer of the PREVOIR Group), in order to assess whether these are of such importance and nature as to affect the independence of judgement of these directors. The Board noted that the Fleet of vehicles managed by the Company on behalf of companies whose senior executives are Directors is insignificant or marginal. Consequently, the commercial and financial relationships resulting from such a service between the Directors, the groups they manage, and the Company are not such as to modify the analysis of their independence.

At the same time, the relationships between the groups of which these Directors are senior executives and Societe Generale Group were examined, and the non-material nature, within the meaning of Article 10.5.3 of the AFEP-MEDEF Code, of the existing business volumes between the groups was reviewed and Societe Generale Group was confirmed at the end of this review.

Finally, it should be noted that these contractual relationships are also subject to an annual review by the Board of Directors, which verifies the proper application of the procedure implemented pursuant to Article L. 22-10-12 of the French Commercial Code. While this procedure is specifically intended to verify the nature and the contractual conditions under which these relationships are entered into and is not primarily intended to judge their materiality, it offers the Audit Committee the opportunity to assess the importance that they have for the group through various criteria such as risk exposure, Fleet size, or share in the Group’s overall debt, etc.

The following table summarises the assessment of the independence of directors according to the following criteria. ✔ represents a satisfied independence criterion and ✘ represents an unsatisfied independence criterion.

The Board of Directors is composed of 50% of women at the end of the 2024, six women and six men (excluding the non-voting member), which continues to meet current legal requirements and the recommendations of the AFEP-MEDEF Code.

As shown by the tables in 3.1.1 and 3.1.1.3, the composition of the Board of Directors is currently diverse in terms of the age, gender, qualifications and professional experience of the directors. The Board of Directors discussed its composition and deemed it balanced and appropriate in view of the diversity of the profiles and skills.

The table below summarises the Directors’ main area of expertise and skills. The Directors could benefit from trainings notably depending on the requirements that may or not be imposed in the context of the fit and proper assessment procedures.

Attendance rates at Board and Committee meetings are high. In this respect, reference is made to below table and it is noted that the COSTRAT has been abolished with effect as of 30 October 2024.

In 2024, the activities of the Board and the committees were impacted by exceptional events related to the context of the integration of the former LeasePlan group and the new regulated status of Financial Holding Company (FHC) adopted by Ayvens.

In accordance with the provisions of the Board of Directors’ Internal Rules, every year the Nomination Committee of the Board of Directors reviews the structure, size, composition and effectiveness of the Board in carrying out its duties and formulates all useful recommendations.

Every three years, when the assessment is carried out by an external firm, the Nomination Committee makes all proposals for the selection of the firm and the proper conduct of the assessment.

In this context, interviews are conducted by the Chairperson of the Nomination Committee with each of the directors in order to obtain the opinion and recommendations of the directors on (i) the composition, organisation and functioning of the Board of Directors; (ii) the topics covered and the quality of the information provided; and (iii) the operation of the specialised committees.

This assessment procedure is the subject of feedback and discussion by the Board of Directors. These reports are an opportunity to identify areas for improvement that have in the past made it possible to improve the work of the Board of Directors through the implementation of recommendations from these members.

As part of this process, the skills of the directors are assessed in two areas: collective and individual. The assessment of the individual contribution then gives rise to an individual report to each director, which enables them to take note of the perception that the other directors have of their contribution and of their involvement in the work of the Board.

Following the external assessment carried out in 2023 in accordance with art. 11 of the AFEP-MEDEF Code, a self-assessment process was conducted for the year 2024 with the participation of all the Board members including the Chairperson of the Board of Directors and each Chairperson of the specialized committees. The outcome of the self-assessment was discussed in the Nomination Committee on 30 January 2025 and reported to the Board of Directors on 5 February 2025.

The Directors noted a strong progress made in the overall functioning of the Board, its specialised committees, and their interactions as well as a good level of dialogue with the Chairman of the Board, the chairpersons of the specialised committees, the entity Management and among the peers which the Directors qualified as transparent and constructive.

The following main areas for improvement emerged from the self-assessment: (i) balance the debate time in the meetings by enlarging the discussions dedicated to commercial, customer, market, pricing, cybersecurity, artificial intelligence issues as well long-term and short-term priorities, (ii) continue to address the transformation, the risk awareness and culture & conduct actions especially in the context of the ongoing integration phase with LeasePlan, and (iii) continue to improve the logistics and presentation materials.

As a consequence of the new Financial Holding Company status, the guidelines and recommendations of the EBA and ECB are complied with in the context of the fit & proper assessments for the authorization of appointments or renewals of the members of the Board of Directors. These assessments are performed not only from an individual perspective but also from a collective standpoint.

As of the date of this report, and to the best of the directors’ knowledge, there are no potential conflicts of interest between the duties performed by the members of the Board of Directors, the executive corporate officers and their private interests and/or other duties. However, the agreement relating to the acquisition by Ayvens of 100% of the share capital of LP Group BV remains in effect between the parties (with notable ongoing engagements including certain guarantees, the post-Closing net asset value adjustment as well as in respect of an earn-out). Accordingly, potential conflicts of interest may arise as regards Mr. Mark Stephens in respect of such matters.

There are no service contracts in place between any of the members of the Board of Directors, the executive corporate officers and any subsidiary.

In accordance with Article 12.5 of the Board’s internal regulations (https://www.Ayvens.com/), every year the Secretary of the Board requests that all directors and corporate officers provide a declaration testifying to the absence of any conflict of interest with the Company in the execution of their functions.

The terms of office of each director and executive corporate officer can be found in section 3.1 “Composition of administrative and management bodies” of this Universal Registration Document.

In accordance with Article 13 of the Company’s Bylaws, the term of office of directors is set at four years. By way of exception, the General Meetings may appoint or renew the term of office of one or more Directors for a term of two (2) or three (3) years, in order to allow a staggered reappointment of the directors.

The term of office of co-opted directors is equivalent to the remainder of their predecessor’s term of office.

Following the latest update to the Board Internal Regulations on 30 October  2024 and abolishment of the COSTRAT as of that same date, the Board of Directors works are accompanied by the preparatory work of four specialized committees which are responsible for examining questions submitted to them by the Board of Directors or its Chairperson (plus an ad hoc Integration Committee).

For more details about the committees, see section 3.1 “Composition of administrative and management bodies”.

The CACI has three members, two thirds (66.7%) of whom are independent directors who do not hold any management position within the Group. The members of CACI have appropriate accounting and financial skills.

The composition of the CACI is as follows: Anik CHAUMARTIN (Chairperson, independent director) Xavier DURAND (independent director), and Delphine GARCIN-MEUNIER.

In addition to the views of the directors, CACI may seek the opinions of the Statutory Auditors and the executives in charge of internal control, each of them attending the committee’s meetings.

Acting under the responsibility of the Board of Directors, the CACI has the following duties:

• ●monitoring the process of preparing accounting and financial information (annual, half-yearly, quarterly, forecast, management report and appendices, as well as any draft press release to the market) as well as the sustainability reporting process; to formulate and control, where applicable, the implementation of recommendations and other corrective or improvement measures to ensure its integrity and reliability. It also ensures the completeness and quality of the accounting and financial information, its recording, storage and availability, and verifies that the Company has an accounting structure that ensures the maintenance of an audit trail in accordance with legal and regulatory requirements;
• ●assessing the effectiveness of the internal control and risk management systems, as well as the internal audit where applicable, with regard to the procedures relating to the preparation and processing of accounting and financial sustainability reporting;
• ●examining, in the context of the work preceding the closing of the parent company and the consolidated financial statements by the Board of Directors, the proper application of national and/or international accounting standards and methods applicable to the Company’s activities in the preparation of accounting and financial information, and assessing, where applicable, the justifications for any discrepancies in the application of these standards and methods. It pays particular attention to significant transactions recorded in the financial statements in respect of which a conflict of interest may have occurred;
• ●submitting an opinion to the Board of Directors on proposals for the appointment and/or renewal of the term of office of the Statutory Auditor(s) as well as the proposed appointments of the auditors of sustainability reporting, in accordance with the applicable regulatory provisions,
• ●monitoring and reporting to the Board of Directors on the performance of the audit and certification engagements and of the work programme of the Statutory Auditor(s), as well as audit engagements relating to sustainability information, ensuring more generally that the Statutory Auditor(s) and auditors responsible for certifying sustainability information is (are) independent, determining and controlling the level of compensation of the Statutory Auditor(s) and sustainability auditors, and approving services other than the certification of the financial statements, in accordance with the policy established by the Board of Directors;
• ●examining, prior to its being sent to the French Prudential Control and Resolution Authority, the annual report on the conditions under which internal control is carried out with regard to the preparation of accounting and financial information and, more generally, checking all documents (including those relating to the preparation of the Company’s Universal Registration Document and the sustainability management report) to be drawn up and all regulatory communications to be made.

Moreover, the CACI ensures that the findings and conclusions of the supreme audit authority are taken into account, and it receives and examines annual and multi-year internal audit programs, analyzes internal audit reports and recommendations, and monitors their implementation.

The Audit Committee collaborates and meets with the Risk Committee as and when necessary, to discuss any issues that cut across their respective areas of competence.

In addition to its regular activities relating to the examination of accounting, financial and internal control aspects, the CACI activities continued to be impacted in 2024 by exceptional reviews related to the ongoing integration of LeasePlan as well as by the consequences, on Ayvens activity, of changes in regulations. 

Whereas the impacts of the regulated status of Ayvens as a Financial Holding Company (FHC) were taken into account in the CACI 2024 annual review plan, adapted accordingly, regular reviews took place in the Committee’s sessions dedicated to the examination of impacts of recent regulations and their implementation by the Company (EU 2022 Corporate Sustainability Reporting Directive, CCR 3-Capital Requirements Regulations/ CRD 6-Capital Requirements Directive).  Also, the members of the Committee held a specific session, together with the members of the Risk Committee (CORISK), to discuss and review the internal process related to whistle blowing monitoring.

To reflect the impacts of these regulations, the Audit Committee Chart (included as appendix of the Board Internal Regulations) has been updated, by the Board Decision of 2 May 2024, after review by the CACI and following its recommendation (CACI meeting of 30 April 2024).

In 2024, the CACI met eight times, including one joint session CACI-CORISK on 16 December 2024, with a 100% attendance rate.

The Chairman of the Board of Directors systematically attends the CACI meetings. The Statutory Auditors and auditors responsible for certifying sustainability information systematically attend meetings (they also have contact with the members of the CACI without the presence of the members of the management, in particular before the closing of the annual financial statements) as well as a representative of the IGAD/AUD periodic audit to whom the entity has delegated the internal audit function.

In accordance with the updated Audit Committee Chart, the CACI methodically implements the following missions (without this list being exhaustive):

• ●review of the financial statements for each quarter, ensuring consistency with draft market communications; forward-looking management information and information on the financing plan; as well as review of proposals for the renewal or replacement of the Statutory Auditor(s) and auditors responsible for certifying sustainability information (i.e. extra-financial information in relation to social and environmental responsibility); assessment of the appropriateness of the accounting methods used, the scope and consolidation methods used, and assessment of the implementation of the applicable accounting standards;
• ●monitoring the accounting and financial reporting process as well as the sustainability reporting process;  ensuring that the Company's accounting organization is designed in conditions that guarantee the completeness, quality and reliability of the information as well as the measurement and accounting methods applied to it; 
• ●detailed review of financial sustainability reporting and of the related LOD1 and LOD2 controls; 
• ●examination of the work program of the statutory auditors and of audit engagements on sustainability disclosures and monitoring the implementation of their works;
• ●regular review of the effectiveness of the internal control and risk management systems, examination of the work program of the internal audit and assessment of its implementation.

In 2024, the Committee’s specific points of focus were on the following matters:

• ●the Purchase Price Allocation process (reopening) and the related adjustments, leading to post-PPA balance sheet variations and impacts on H1 interim financial statements (CACI meeting of 29 July 2024);
• ●the organization of the statutory auditors’ rotation: replacement of Ernst & Young by KPMG and, due to the materiality of Ayvens for the Société Générale Group, the appointment of PwC as the third Statutory Auditor, decisions which were further voted at the Annual General Meeting of 14 May 2024, noting that Deloitte mandate will expire at the Annual General Meeting of 19 May 2025 (CACI meetings of 6 February and 21 March 2024);
• ●the appointment of the statutory auditors PwC and KPMG as Sustainability Auditors of Ayvens, in accordance with the requirements of the Directive (UE) n° 2022/2464 of 14 December 2022 Corporate Sustainability Reporting Directive (CSRD), further voted at the Annual General Meeting of 14 May 2024 (CACI meeting of 21 March 2024);
• ●the implementation of requirements applicable to Ayvens under the Corporate Sustainability Reporting Directive (CSRD) (CACI meetings of 18 September 2024, 16 December 2024);
• ●the impacts of the Capital Requirements Regulations (CRR 3) by type of credit risk exposure and impacts on main categories of RWA (CACI meeting of 29July 2024);
• ●the hedging strategy of derivates (CACI meeting 29 October 2024); 
• ●the modification of the control procedure of the related-party transactions which have been exempted from prior authorization pursuant to the art. L. 225-39 of the French commercial code (referred to as “free agreements”) (CACI meeting of 29 October 2024), followed by the review of the internal reporting (CACI meeting of 16 December 2024);
• ●2024 Statutory Audit Plan, presented by the college of Statutory Auditors (CACI meeting of 16 December 2024);
• ●2025 periodic audit control plan, presented by IGAD/AUD periodic audit (CACI meeting of 16 December 2024); 
• ●compliance incidents and impacts of legal & regulatory evolvements (in particular related to recent decisions in the UK regarding the payments of discretionary commissions to the credit brokers) (Joint CACI-CORISK meeting of 16 December 2024).

It should be noted in this regard that two independent directors who are members of the CACI are also members of the ad hoc Integration Committee set up to monitor the integration of LeasePlan and to ensure the proper understanding of financial, internal control and risk issues.

Since the listing of the Company’s shares on Euronext Paris, the Company has followed the recommendations of the AFEP-MEDEF Code, which is regularly amended. The table below lists the recommendations of the AFEP-MEDEF Code for which the Company considers it important to provide explanations regarding its compliance.

In addition to the organisation of strategic exchange seminars during which directors deepen their knowledge of various subjects, particularly those related to mobility (connected vehicles, car sharing, EV, etc.), a training programme was set up for 2024, including a regulatory component (AML-KYC; CRR3/SREP), a CSR component (regulatory framework and developments related to ESG and the electrification transition which directly impact Ayvens’ business) and a business component related to strategic priorities. This programme  reinforced the Board of Directors’ expertise of the regulated environment in which Ayvens  operates while improving its understanding of central issues as well as its comprehension of the business’s operational constraints.

The AFEP-MEDEF Code to which the Company adheres may be consulted online at: http://www.afep.com.

Numerous stakeholders are involved in the production of financial data:

• ●The Board of Directors, and more specifically its Audit Committee, is tasked with examining the draft financial statements which are to be submitted to the Board, assessing the effectiveness of the internal control and risk management systems, as well as the internal audit where applicable, with regard to the procedures relating to the preparation and processing of accounting and financial as well as examining, in the context of the work preceding the closing of the parent company and the consolidated financial statements by the Board of Directors, the proper application of accounting standards and methods applicable to Ayvens activities in the preparation of accounting and financial information, and assessing, where applicable, 
• ●The justifications for any discrepancies in the application of these standards and methods (for further details on the duties of the Audit Committee, please refer to the section 3.4.1.2).
• ●The Statutory Auditors meet with the Audit and Internal Control Committee a few times during the course of their engagement (and without presence of Company’s management at least once a year).
• ●the Ayvens Group Finance Department gathers the accounting and management data compiled by the subsidiaries in a set of standardized reports. It consolidates and verifies this information so that it can be used in the overall management of the Ayvens Group and disclosed to third parties (supervisory bodies, investors, etc.). It also has a team in charge of the preparation of the Group regulatory reports.

Under the terms of their missions, they are responsible for:

• ●monitoring the financial aspects of the Ayvens Group’s capital transactions and its financial structure,
• ●managing its assets and liabilities, and consequently defining, managing and controlling the Ayvens Group’s financial position and structural risks,
• ●ensuring that the regulatory financial ratios are respected,
• ●defining accounting and regulatory standards, frameworks, principles and procedures for the Ayvens Group, and ensuring that they are complied with,
• ●verifying the accuracy and completeness of all financial and accounting data published by the Ayvens Group;
• ●the Finance Departments of subsidiaries carry out certification of the accounting data and entries booked by the Back Offices and of the management data. They are accountable for the financial statements and regulatory information required at the local level and submit reports (accounting data, finance control, regulatory reports, etc.) to the Ayvens Group Finance Department. They can perform these activities on their own or delegate (part of) their tasks to the Shared Service Centers operating in finance;
• ●the Risk Department consolidates the risk monitoring data from the Ayvens Group’s departments and subsidiaries in order to control asset, credit, structural and operational risks. This information is used in Ayvens Group communications to the Ayvens Group’s governing bodies and to third parties. Furthermore, it ensures in collaboration with the Ayvens Group Finance Department, its expert role on the dimensions of asset risk, credit risk structural liquidity risks, rates, foreign exchange rates, on the issues of recovery and resolution and the responsibility of certain closing processes, notably the production of solvency ratios.

Since the listing of the Company’s shares on Euronext Paris, the Company applies the recommendations of the AFEP-MEDEF Code (with the exception of the recommendations referred to in section 3.5 “Statement relating to corporate governance” of this Universal Registration Document).

The tables below summarise the compensation and benefits of all kinds paid to executive corporate officers and directors by the Company or any company included in the scope of consolidation within the meaning of Article L. 233-16 of the French Commercial Code, in respect of their term of office within Ayvens. The Chief Executive Officer and the Deputy Chief Executive Officer were previously employees of Societe Generale. Their employment contracts with Societe Generale were suspended after the listing of the Company’s shares on Euronext Paris or upon their appointment if this took place at a later date.

Furthermore, the compensation of executive corporate officers complies with:

• ●Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 amending Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 (“CRD5”), which requires that credit institutions apply compensation policies and practices that are compatible with effective risk management;
• ●the provisions of the French Commercial Code.

In accordance with the provisions of the French Commercial Code, no variable, annual or exceptional compensation shall be paid to the executive corporate officers without the prior approval of shareholders (say on pay, ex post vote).

The compensation policy applicable to the executive corporate officers was approved by the Board of Directors on 21 March 2024 and by the Annual General Meeting of 14 May 2024 (ex ante vote).

The compensation policy is aligned with the interests of the Company’s various stakeholders via quantitative and qualitative performance objectives linked to the corporate strategy of Ayvens, which are used to determine the variable compensation of executives.

It is in line with the Company’s corporate social interests through the use of qualitative (non-financial) performance indicators, in particular objectives relating to environmental, social and governance (ESG) criteria, including the Group’s staff engagement levels.

It supports the commercial strategy by integrating performance indicators for executives linked to commercial objectives, customer satisfaction and the development of strategic partnerships.

It also contributes to the sustainability of the Company by creating a direct link between the variable compensation of executives and objectives aimed at implementing the long-term strategy of Ayvens.

Accordingly, the compensation policy provides for the deferred payment over a period of five years of the variable portion subject to presence and performance conditions. The purpose of this is to retain executives over the long term and take into account the Company’s results over a period of five years following the end of the financial year. A minimum of 50% of variable compensation is paid in the form of Ayvens shares or phantom share units to enable an alignment of the interests of executives with the long-term interests of shareholders.

The “malus” clause and clawback mechanism make it possible to take into account risk management and compliance over that five-year period.

The compensation policy applicable to executive corporate officers is defined by the Board of Directors of Ayvens on the recommendations of the COREM. Executive corporate officers do not participate in the discussions and deliberations of the Board and the COREM concerning the policy applicable to their own compensation. The “target” levels of fixed and variable compensation take into account market practices based on studies carried out by an independent firm.

Executive corporate officers are subject to an annual independent assessment by the Risk Department and Compliance Department of Societe Generale. In the event of a negative assessment, the conclusions are shared with the Board in order to be included in their deliberations.

The policy governing the remuneration of independent directors was approved by the Board of Directors on 7 February 2018.

In accordance with the recommendations of the AFEP-MEDEF Code, it includes (i) a fixed component, revalued in 2023 at EUR 36,000, which is paid to the independent directors and Chairmen of the specialized committees, to reward their long-term commitment and the responsibilities associated with their mandates, and (ii) a variable component, to reward attendance and participation at the various meetings of the Board and the specialized committees (EUR 2,000 per meeting increased to EUR 3,000 per meeting for the Chairperson), the total of which is calculated on the basis of directors’ attendance.

The Chairpersons of the specialised committees receive 50% more than committee members because of the greater level of personal investment required.

The total annual amount of remuneration for the activity of directors of EUR 400,000 was approved by the Annual General Meeting of 18 May 2022.

Pierre PALMIERI does not receive any compensation for his role as Chair of the Board of Directors and is directly compensated by Societe Generale for his duties as Deputy Chief Executive Officer of Societe Generale.

The compensation for 2024 of the Chief Executive Officer and the Deputy Chief Executive Officer is broken down into the following three components:

• ●fixed compensation, which recognises the experience and responsibilities exercised, and takes into account market practices;
• ●annual variable compensation, which depends on performance for the year and the contribution of the executive corporate officers to the success of Ayvens;
• ●exceptional variable remuneration, which is conditional on the achievement of targets related to the integration of LeasePlan and related synergies (reference period concerning 2023 and 2024, final award to be determined ex post in 2025).

The annual fixed compensation amounts at the end of the 2024 financial year are as follows (unchanged from those applicable at the end of 2023):

• ●Tim ALBERTSEN, Chief Executive Officer: EUR 800,000;
• ●John SAFFRETT, Deputy Chief Executive Officer: EUR 600,000.

In accordance with the governance in place in respect of compensation, these annual fixed compensation amounts were decided by the Board of Directors on the proposal of the COREM, which was based on a compensation study carried out with the firm Korn Ferry to take account of market practices among companies of a similar size.

On 21 March 2024, the Board of Directors defined the components of variable compensation for 2024, which were approved by the Annual General Meeting of 14 May 2024. The annual variable compensation is calculated on the basis of quantitative criteria (60%) and qualitative non-financial criteria (40%).

The table below shows the target and maximum amounts of variable compensation in respect of performance in 2024, unchanged from those applicable at the end of 2023 (post closing). In the case of overperformance, the maximum variable remuneration is capped at 130% of the target variable remuneration.

The quantitative portion (60%) for 2024 is assessed on the perimeter of Ayvens on the basis of the following three indicators:

• ●Return on Tangible Equity (ROTE) – weighting: 20%;
• ●Operating Expenses – weighting: 20%;
• ●Gross Margin (Leasing contract and Service Margins, excluding Used Car Sales) – weighting: 20%.

The indicators and weightings have been modified for 2024 in order to take into account the strategic priorities of Ayvens, notably the return on capital employed, the optimisation of margins and cost control.

The target amounts for these quantitative criteria were precisely established by the COREM and approved by the Board of Directors, but are not being made public for reasons of confidentiality. The indicators/targets were set including all exceptional costs linked to the acquisition and integration of LeasePlan.

The Board of Directors assessed the degree to which quantitative objectives have been achieved after the close of the financial year, on the basis of the published results. The Board of Directors is empowered to decide, on the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not resulting from managerial decisions or operational management of activities.

In 2024, the achievement rate for the quantitative portion was 68.47% (an achievement rate of 114.11% on a base of 100), as indicated below:

The qualitative non-financial portion (40%) is based on objectives set each year in advance by the Board of Directors for the coming financial year. In this respect, the collective and individual objectives were set with an equivalent weighting. The criteria specifying how the achievement of each qualitative objective are measured have been established by the COREM and approved by the Board of Directors. These criteria are not made public for reasons of confidentiality.

The objectives were set for the full 2024 financial year and are linked to the implementation of the long-term strategy of Ayvens.

In compliance with the recommendations of the AFEP-MEDEF Code, the 2024 collective objectives are based on criteria linked to the ESG strategy:

• ●objectives for the reduction of CO2 emissions of the running fleet;
• ●customer satisfaction as assessed using satisfaction surveys (measured by the net promoter score);
• ●objectives related to Ayvens Responsible Employer strategy including the results of the employee engagement rate, measured via our employer barometer and the progress on gender equality objectives concerning the proportion of female representation in the senior management bodies;
• ●our positioning in the principal group extra-financial ratings;
• ●progress against data quality objectives in line with ECB governance requirements.

As such, the objectives linked to the ESG strategy represent a weight of 20% in the calculation of the annual variable compensation.

Based on the evaluation of the ESG objectives for the 2024 financial year, an achievement rate of 13.28% (an achievement rate of 66.4% on a base of 100) was obtained for the executive corporate officers.

The individual objectives of the executive corporate officers include:

• ●the implementation of the organisational structures and strategic plans specific to their areas of responsibility (including for 2024 the following: BEV strategy, margin management, remarketing strategy, digital operating models and cost reduction objectives, procurement operating model, innovation strategy);
• ●deployment of the new Ayvens’ brand throughout the Group;
• ●ensure an effective risk management framework in line with Ayvens’ new regulatory requirements.

The objectives based on the individual perimeter of supervision of each executive officer represent a weight of 20% in the calculation of the annual variable remuneration.

These objectives were assessed by the Board of Directors after the end of the financial year on the basis of predefined criteria on the recommendation of the COREM.

Based on the evaluation of the qualitative component for the 2024 financial year, an achievement rate of 18.5% (an achievement rate of 92.5% on a base of 100) was obtained for Tim ALBERTSEN and John SAFFRETT.

Based on the target variable remuneration amounts for 2024 and taking into account the quantitative and qualitative performance assessments detailed above, the proposed total annual variable remuneration for 2024 are as follows.

• ●Tim ALBERTSEN: EUR 922,259;
• ●John SAFFRETT: EUR 601,474.

These amounts are subject to final validation at the Annual General Meeting of 19 May 2025. No payments will be made prior to such meeting.

In accordance with CRD5, the Board of Directors has defined the following terms for the vesting and payment of total variable compensation:

• ●a deferred portion subject to a condition of presence in the Company and a performance condition, vested in instalments of one-fifth over a five-year period, with a minimum deferral rate of 60%;
• ●at least 50% is indexed to the Ayvens share price (phantom share units), resulting in 50% of the vested portion and a minimum of 50% of the unvested portion;
• ●the amount of the variable portion immediately granted in cash may not exceed 20% of the total amount.

The deferred portion is vested subject to:

• ●a condition of continued presence. Exceptions to this condition are retirement, death, disability with incapacity to perform one’s functions or a decision of the Board of Directors based on the terms of departure;
• ●reconsideration under a “malus” clause in the event of a significant deterioration of financial performance or a failure of duty;
• ●a profitability condition defined as Ayvens’ positive Net income for the period (based on an arithmetical average) over the vesting period.

The deferred portion is also subject to a clawback clause valid for five years, which can be activated in the event of acts or behaviour deemed rash in terms of risk-taking, subject to applicability within the relevant legal and regulatory framework.

Payment of the last instalment of the deferred part at the end of five years is also conditional on the Return on Average Earning Assets excluding used car sales (RoAEA excluding used car sales). The full amount will only be paid if such RoAEA is above 2.3% (based on an arithmetic average) during the vesting period. If it is below 1.8%, no amount will be paid. If the RoAEA is between 1.8% and 2.3%, the COREM will propose a vesting percentage to the Board of Directors.

The Board of Directors is empowered to decide, upon the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not covered by managerial decisions or operational management of activities.

Moreover, the Chief Executive Officer and the Deputy Chief Executive Officer are prohibited from hedging their shares or phantom share units throughout the vesting and holding periods.

In view of legislation requiring an ex ante vote on all provisions of the compensation policy, the Board of Directors wanted to reserve the option of paying, where relevant, additional variable compensation in the event of exceptional circumstances of particular importance for the Company, requiring significant involvement or the management of difficulties.

In the context of the acquisition of LeasePlan and on the recommendation of Ayvens’ COREM, an exceptional compensation plan was implemented in order to:

• ●retain key employees for the purposes of the transaction and the business;
• ●provide an incentive for the successful completion of the transaction (finalise the closing and move ahead with the integration phase);
• ●enable business continuity during the transition period.

This compensation was established in accordance with the general principles of the AFEP-MEDEF Code regarding compensation.

In all cases, in accordance with CRD5 in force, the amounts decided with respect to this exceptional incentive bonus were calculated such that the total annual variable compensation amount including this exceptional compensation would not be more than twice the annual fixed compensation amount. These amounts were established taking into account the level of contribution expected from each beneficiary in relation to the transaction and with regard to external benchmarks.

Given the schedule of the transaction, this exceptional variable remuneration is be applicable over several financial years, and granted in two instalments, half after the closing of the transaction and half after completion of the main integration phase.

The amounts were defined as follows:

• ●Tim ALBERTSEN: 150% of his fixed salary for 2022, i.e. EUR 825,000 (of which a maximum of EUR 412,500 relating to 2023 and 2024);
• ●John SAFFRETT: 150% of his fixed salary for 2022, i.e. EUR 675,000 (of which a maximum of EUR 337,500 relating to 2023 and 2024).

This incentive bonus was awarded subject to:

• ●a condition of presence in the Company at the time of the award;
• ●a performance condition and award in two stages:
  • ●an interim award of up to 50% of the total amount on the successful closing of the acquisition of LeasePlan,
  • ●the balance on the successful completion of the main integration phase and the achievement of expected synergies.

The first instalment was awarded further to the acquisition of LeasePlan and the award was validated ex post by the Annual General Meeting of 24 May 2023.

As the second instalment relates to the integration period, which overlaps between financial years 2023 and 2024, it was presented in the respective ex ante reports. The proposed award for this second instalment is therefore presented for approval as part of this 2024 ex post report.

The Board of Directors of 5 February 2025 assessed the performance conditions related to the second instalment of the exceptional variable compensation, in particular the key milestones to be achieved under the integration programme as well as the expected synergies. This success was assessed based on criteria such as the implementation of post-closing synergies, presented as part of the “PowerUp 2026” Strategic Plan, the post-closing integration of several countries, the definition of the new digital architecture and the appointment of the combined entity’s management members and their N-1s.

The Board of Directors maintains the option of deciding, upon the recommendation of the COREM, whether to pay all or part of this exceptional incentive bonus based on the individual contributions of each executive corporate officer in the achievement of these performance conditions.

The Board of Directors set a maximum deadline for the achievement of each performance condition. In the event of a delay in execution due to exceptional factors not related to managerial decisions or operational activity management, the Board of Directors maintains the option of deciding, on the recommendation of the COREM, whether to extend the maximum period for the achievement of the performance conditions.

Based on the performance assessment carried out by the Board of Directors, the overall achievement rate for the second instalment of this exceptional variable remuneration was assessed to be 90% for Tim ALBERTSEN and John SAFFRETT. As such, the proposed total exceptional variable remuneration awards for this second instalment are as follows.

• ●Tim ALBERTSEN: EUR 371,250;
• ●John SAFFRETT: EUR 303,750.

These awards will be subject to the same with the terms of payment as the annual variable compensation and be subject to the same deferral and vesting conditions.

No exceptional variable compensation will be awarded to the executive corporate officers without obtaining the prior approval of the shareholders for the financial year concerned (say on pay, ex post vote).

Each executive corporate officer receives a Company car as well as a health insurance plan, the health, death and disability insurance coverage of which is in line with employee coverage.

The compensation policy provides, where applicable, for the assumption of certain costs when the duties require the Chief Executive Officer and the Deputy Chief Executive Officer and their families to relocate to different locations. In particular, housing costs, moving costs and school fees for children whose enrolment in a school of the relevant nationality/language is justified may be covered. To that end, Tim ALBERTSEN and John SAFFRETT receive housing allowances.

The tables below show the ratios between the total compensation due for the financial year for the Chief Executive Officer and Deputy Chief Executive Officer and the average and median compensation of the other employees of Ayvens SA (holding company) and of the Ayvens Group in France (Ayvens SA and Ayvens France), corresponding to the enlarged scope which represents the entirety (100%) of the Ayvens Group’s workforce in France, including employees of Societe Generale working within either of these companies under secondment contracts.

This information is presented for the five most recent financial years and the methodology and tables used are those set out in the February 2021 publication of the AFEP guidelines on compensation ratios.

The information on the compensation of the Chief Executive Officer and Deputy Chief Executive Officer concerns the position of the executive corporate officer and not the person.

It should be noted that the Chair does not receive any compensation for her/his position as Chair of the Board of Directors of Ayvens, as she/he is compensated by Societe Generale for her/his duties within the Company.

For the 2024 financial year, the denominator was calculated of the basis of an estimation, since the final data was not available at the time of publication.

Within the extended perimeter, the remuneration of LeasePlan employees, who have been integrated only from May 2023 has been annualized in 2023.

The compensation and benefits of the Chief Executive Officer and Deputy Chief Executive Officer taken into account for the calculation of the ratios are exhaustive and correspond to those detailed in the standardised Table 2 of the AFEP-MEDEF Code.

The compensation is taken into account on a gross basis (excluding employer social contributions).

As Tim ALBERTSEN was appointed to replace Mike MASTERSON in March 2020, the ratio for the financial year 2020 also takes into account the latter’s remuneration for the period from 1 January to 27 March 2020.

John SAFFRETT was appointed as the third Deputy Chief Executive Officer on 1 April 2019. As this is not a replacement, his remuneration has been annualised for the purposes of calculating the equity ratio for the 2019 financial year.

The Board of Directors reviewed the achievement of the performance conditions applicable to deferred remuneration payable in 2025.

The Board of Directors, based on a recommendation from the COREM, determined that the last instalment of the deferred variable remuneration relating to the 2019 performance year, subject to the performance condition relating to the average RoAEA excluding used car sales during the vesting period, was vested at the rate of 80%. As such, 80% of the phantom share units relating to this instalment will vest and be paid out in 2025. The conditions relating to all other prior year deferrals payable in 2025 were fully achieved.

Furthermore, with regard to the performance assessments by the Board of Directors and the independent assessments by Societe Generale’s Risk and Compliance Departments, there was no need to make use of the “malus” clause or clawback mechanism.

Details of the pension plans applicable to Chief Executive Officers are provided in paragraph 3.7.2.

Tim ALBERTSEN and John SAFFRETT benefit from a supplementary defined contribution pension plan set up for the members of the Societe Generale Management Committee.

The plan provides for the payment of an annual contribution by the Company into an individual retirement account opened in the name of the eligible employee, based on their fixed compensation exceeding four annual social security ceilings. The Company rate has been set at 8%.

In accordance with applicable law, employer contributions relating to a given year will only be paid in full if at least 50% of the performance conditions for the variable remuneration component for the same year have been met.

As this performance condition is met, the supplementary pension rights in respect of 2024 are vested for Tim ALBERTSEN and John SAFFRETT.

The compensation policy applicable to the executive corporate officers was approved by the Board of Directors on 21 March 2025 and will be submitted for approval at the Annual General Meeting of 19 May 2025 (ex ante vote).

The compensation policy is aligned with the interests of the Company’s various stakeholders via quantitative and qualitative performance objectives linked to the corporate strategy of Ayvens, which are used to determine the variable compensation of executives.

It is in line with the Company’s corporate social interests through the use of qualitative performance indicators, in particular objectives relating to environmental, social and governance (ESG) criteria, including the Group’s staff engagement levels.

It supports the commercial strategy by integrating performance indicators for executives linked to commercial objectives, customer satisfaction and the development of strategic partnerships.

It also contributes to the sustainability of the Company by creating a direct link between the variable compensation of executives and objectives aimed at implementing the long-term strategy of Ayvens.

Accordingly, the compensation policy provides for the deferred payment over a period of five years of the variable portion subject to presence and performance conditions. The purpose of this is to retain executives over the long term and take into account the Company’s results over a period of five years following the end of the financial year. A minimum of 50% of variable compensation is paid in the form of Ayvens shares or phantom share units to enable an alignment of the interests of executives with the long-term interests of shareholders.

The “malus” clause and clawback mechanism make it possible to take into account risk management and compliance over that five-year period.

The compensation policy applicable to executive corporate officers is defined by the Board of Directors on the recommendations of the COREM. Executive corporate officers do not participate in the discussions and deliberations of the Board and the COREM concerning the policy applicable to their own compensation. The “target” levels of fixed and variable compensation take into account market practices based on studies carried out by an independent firm.

Executive corporate officers are subject to an annual independent assessment by the Risk Department and Compliance Department of Societe Generale. In the event of a negative assessment, the conclusions are shared with the Board in order to be included in their deliberations.

The proposed fixed and annual target variable remuneration levels for 2025 set out below are unchanged from 2024.

The Board of Directors of 21 March 2025, based on a recommendation of the COREM, validated new principles for the determination of the 2025 variable remuneration, as presented below.

The policy governing the remuneration of independent directors was approved by the Board of Directors on 7 February 2018.

In accordance with the recommendations of the AFEP-MEDEF Code, it includes (i) a fixed component, revalued in 2023 at EUR 36,000, which is paid to the independent directors and Chairmen of the specialized committees, to reward their long-term commitment and the responsibilities associated with their mandates, and (ii) a variable component, to reward attendance and participation at the various meetings of the Board and the specialized committees (EUR 2,000 per meeting increased to EUR 3,000 per meeting for the Chairperson), the total of which is calculated on the basis of directors’ attendance.

The Chairpersons of the specialised committees receive 50% more than committee members because of the greater level of personal investment required.

The total annual amount of remuneration for the activity of directors of EUR 400,000 was approved by the Annual General Meeting of 18 May 2022.

Pierre PALMIERI does not receive any compensation for his role as Chair of the Board of Directors and is directly compensated by Societe Generale for his duties as Deputy Chief Executive Officer of Societe Generale.

The compensation for 2025 of the Chief Executive Officer and the Deputy Chief Executive Officer is broken down into the following two components:

• ●fixed compensation, which recognises the experience and responsibilities exercised, and takes into account market practices;
• ●annual variable compensation, which depends on performance for the year and the contribution of the executive corporate officers to the success of Ayvens.

The proposed annual fixed compensation for 2025 is unchanged from that applicable for 2024:

• ●Tim ALBERTSEN, Chief Executive Officer: EUR 800,000;
• ●John SAFFRETT, Deputy Chief Executive Officer: EUR 600,000.

The Board of Directors of 21 March 2025, based on a recommendation of the COREM, validated the new principles for the determination of the 2025 variable remuneration, which will be submitted for approval by the Annual General Meeting of 19 May 2025. These principles are as follows:

• ●As in prior years, the annual variable compensation is calculated using a scorecard approach on the basis of quantitative criteria (60%) and qualitative non-financial criteria (40%);
• ●In addition, the Board introduced the notion of qualifiers, meaning that if certain minimum conditions are not met, the variable remuneration calculated using the scorecard approach can be reduced at the discretion of the Board;
• ●Finally, the Board also has full discretion to adjust formulaic outcomes, in particular if the results of the scorecard and qualifiers do not sufficiently reflect the underlying performance of Ayvens group, measured via the evolution of the normalized net profit, or in the case of unforeseen circumstances.

Any adjustments resulting from the exercise of Board discretion would be presented in the ex post report for the approval by the Annual General Meeting.

The table below shows the target and maximum amounts of variable compensation in respect of performance in 2025, unchanged from those applicable in 2024. In the case of overperformance, the maximum variable remuneration is capped at 130% of the target variable remuneration.

The quantitative portion (60%) for 2025 is assessed on the perimeter of Ayvens on the basis of the following three indicators:

These indicators are aligned with the strategic priorities of Ayvens for 2025, notably the return on capital employed, the optimisation of margins and fleet growth. The reduction of our operating expenses remains a priority for Ayvens in 2025. For this reason, the level of operating expense is included in the qualifiers, as described below, allowing for a reduction in total variable remuneration award if the maximum level determined by the Board is exceeded.

The target amounts for these quantitative criteria were precisely established by the COREM and approved by the Board of Directors, but are not being made public for reasons of confidentiality. The indicators/targets were set including all exceptional costs linked to the acquisition and integration of LeasePlan.

The Board of Directors will assess the degree to which quantitative objectives have been achieved after the close of the financial year, on the basis of the published results. The Board of Directors is empowered to decide, on the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not resulting from managerial decisions or operational management of activities.

The qualitative non-financial portion (40%) is based on objectives set each year in advance by the Board of Directors for the coming financial year, of which 20% is based on collective objectives related to the ESG strategy and 20% is based on individual objectives relative to the perimeter of supervision of each executive officer. The criteria specifying how the achievement of each qualitative objective will be measured have been established by the COREM and approved by the Board of Directors. These criteria are not made public for reasons of confidentiality.

The objectives are set for the full 2025 financial year and are linked to the implementation of the long-term strategy of Ayvens.

In compliance with the recommendations of the AFEP-MEDEF Code, the collective objectives for 2025 are based on criteria linked to the ESG strategy:

• ●objectives for the reduction of CO2 emissions of the running fleet;
• ●customer satisfaction as assessed using satisfaction surveys (measured by the net promoter score);
• ●objectives related to Ayvens Responsible Employer strategy including the results of the employee engagement rate, measured via our employer barometer and the progress on gender equality objectives concerning the proportion of female representation in the senior management bodies;
• ●ensure an effective risk management framework and compliance culture, in line with regulatory requirements

The individual objectives of the executive corporate officers include:

• ●the implementation of the organisational structures and strategic plans specific to their areas of responsibility. This includes the successful implementation of the following for 2025: the Group Performance and Efficiency Program including the integration roadmap, the digital target operating model and service margin tasking; the EV program with a strict control of asset risk; the multi-cycle lease program; the restructuring of entities under supervision; the definition of the principle strategic objectives beyond 2026.

These objectives will be assessed by the Board of Directors after the end of the financial year on the basis of predefined criteria on the recommendation of the COREM.

As mentioned above, the award of variable remuneration is subject to certain qualifiers being met. The qualifiers fixed for the 2025 performance year are as follows:

• ●Group Operating expenses (including CTA) and Cost / Income ratio not exceeding a maximum budget;
• ●The Group Net Earnings Assets not exceeding a maximum budget;
• ●The Group profit not being below a pre-defined threshold;
• ●No negative assessment from the independent Risk and Compliance departments of Société Générale.

In the event where any qualifier is not met, the variable remuneration award can be reduced or cancelled by decision of the Board of Directors, based on a recommendation of the COREM.

The budgets and thresholds for the financial qualifiers were precisely established by the COREM and approved by the Board of Directors, but are not being made public for reasons of confidentiality.

The Board of Directors is empowered to decide, on the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not resulting from managerial decisions or operational management of activities.

The Board of Directors introduced these qualifiers in order to reinforce the alignment with the group’s regulatory requirements as a Financial Holding Company and for 2025, in order to increase the potential impact on variable remuneration if the Operating Expenses budget is not met, due to the strategic importance of controlling our costs and delivering the remaining synergies during this critical integration phase. 

In accordance with CRD5, the Board of Directors has defined the following terms for the vesting and payment of total variable compensation:

• ●a deferred portion subject to a condition of presence in the Company and a performance condition, vested in tranches of one-fifth over a five-year period, with a minimum deferral rate of 60%;
• ●at least 50% is indexed to the Ayvens share price (phantom share units), resulting in 50% of the vested portion and a minimum of 50% of the unvested portion;
• ●the amount of the variable portion immediately granted in cash may not exceed 20% of the total amount.

The deferred portion is vested subject to:

• ●a condition of continued presence. Exceptions to this condition are retirement, death, disability with incapacity to perform one’s functions or a decision of the Board of Directors based on the terms of departure;
• ●reconsideration under a “malus” clause in the event of a significant deterioration of financial performance or a failure of duty;
• ●a profitability condition defined as Ayvens' positive Net income for the period (based on an arithmetical average) over the vesting period.

The deferred portion is also subject to a clawback clause valid for five years, which can be activated in the event of acts or behaviour deemed rash in terms of risk-taking, subject to applicability within the relevant legal and regulatory framework.

The payment of the last installment of the deferred part at the end of five years is also conditional on the ROTE. The full amount would be paid only if arithmetic average ROTE adjusted for non-recurring items over the vesting period is above 12%. Below 8% arithmetic average, no amount would be payable. If the arithmetic average ROTE is between 8% and 12%, the COREM would propose a vesting percentage to the Board of Directors.

The Board of Directors is empowered to decide, upon the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not covered by managerial decisions or operational management of activities.

Moreover, the Chief Executive Officer and the Deputy Chief Executive Officer are prohibited from hedging their shares or share equivalents throughout the vesting and holding periods.

In view of legislation requiring an ex ante vote on all provisions of the compensation policy, the Board of Directors wanted to reserve the option of paying, where relevant, additional variable compensation in the event of exceptional circumstances of particular importance for the Company, requiring significant involvement or the management of difficulties.

This compensation would be explained and set in accordance with the general principles of the AFEP-MEDEF Code regarding compensation. It would comply with the terms of payment of the annual variable compensation and would be subject to the same deferral and vesting conditions.

In any event, in accordance with current regulations, the total variable compensation (i.e. the annual variable compensation and, if applicable, any exceptional variable compensation) may not exceed twice the annual fixed compensation.

No exceptional variable compensation is proposed ex ante for the 2025 performance year.

Each executive corporate officer receives a Company car as well as a health insurance plan, the health, death and disability insurance coverage of which is in line with employee coverage.

The compensation policy provides, where applicable, for the assumption of certain costs when the duties require the Chief Executive Officer and the Deputy Chief Executive Officer and their families to relocate to different locations. In particular, housing costs, moving costs and school fees for children whose enrolment in a school of the relevant nationality/language is justified may be covered. To that end, Tim ALBERTSEN and John SAFFRETT receive housing benefits.

The Annual General Meeting, acting in accordance with the quorum and majority conditions required for Ordinary Shareholders’ Meetings, having read the Board of Directors’ report, in application of Article L. 22-10-34 I of the French Commercial Code, approves the report on the compensation of corporate officers including the information mentioned in paragraph I of Article L. 22-10-9 as presented in the report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and as presented in the chapter 3 of the 2024 Universal Registration Document.

The Annual General Meeting, acting in accordance with the quorum and majority conditions required for Ordinary Shareholders’ Meetings, having read the Board of Directors’ report, in application of Article L. 22-10-34 II of the French Commercial Code, approves the components of the total compensation and benefits of any kind paid during the 2024 financial year or awarded in respect of that year to Tim ALBERTSEN, Chief Executive Officer, as presented in the report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and as presented in the chapter 3 of the 2024 Universal Registration Document.

The Annual General Meeting, acting in accordance with the quorum and majority conditions required for Ordinary Shareholders’ Meetings, having read the Board of Directors’ report, in application of Article L. 22-10-34 II of the French Commercial Code, approves the components of the total compensation and benefits of any kind paid during the 2024 financial year or awarded in respect of that year to John SAFFRETT, Deputy Chief Executive Officer, as presented in the report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and as presented in the chapter 3 of the 2024 Universal Registration Document.

The Shareholders’ Meeting, acting in accordance with the quorum and majority conditions required for Ordinary Shareholders’ Meetings, having read the Board of Directors’ report, in application of Article L. 22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chief Executive Officer and the Deputy Chief Executive Officer as presented in the report on corporate governance prepared by the Board of Directors in accordance with Article L. 22-10-8 I of the French Commercial Code and as presented in the chapter 3 of the 2024 Universal Registration Document.

The Shareholders’ Meeting, acting in accordance with the quorum and majority conditions required for Ordinary Shareholders’ Meetings, having read the Board of Directors’ report, in application of Article L. 22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chair of the Board of Directors and the directors as presented in the report on corporate governance prepared by the Board of Directors in accordance with Article L. 22-10-8 I of the French Commercial Code and as presented in the Chapter 3 of the 2024 Universal Registration Document.

Pierre PALMIERI received no compensation for his position as Chairman of the Board of Directors of Ayvens. He was directly compensated by Societe Generale in respect of his functions within Societe Generale.

The table below shows the various remunerations (fixed, variable, etc.) paid and due to each executive corporate officer for the financial years ended 31 December 2023 and 31 December 2024.

Pierre PALMIERI did not receive any remuneration for his position as Chairman of the Board of Directors of Ayvens.

The table below shows the remuneration received by the directors for the financial years ended 31 December 2023 and 31 December 2024. In accordance with the Internal Regulations of the Board of Directors, only directors qualified as independent receive a remuneration for their duties as directors of Ayvens.

Since 2018, a performance share plan in Ayvens shares is offered for employees working for the Ayvens Group.

During the financial year ended 31 December 2024, no stock options were granted.

During the financial year ended 31 December 2024, no stock options were exercisable.

Tim ALBERTSEN and John SAFFRETT were not eligible for the Ayvens Performance Share Plan in 2024.

Mr. Pierre PALMIERI is not eligible for the Ayvens performance share plan and does not receive any share awards as a result of his position with Ayvens.

Ayvens has never granted any stock options.

The last option plan granted by Societe Generale expired in the 2017 financial year.

During the financial year ended 31 December 2024, no stock options were granted and no stock options were exercisable.

The performance share plans offered by Ayvens to the Group’s key employees (plans 1, 3, 5, 7, 9 and 11) and to employees whose variable remuneration follows CRD5 (plans 2, 4, 6, 8, 10, 12, 13, 14) have the following characteristics.

There are no related-party transactions within the meaning of Article  L. 225-38 of the French Commercial Code other than those already described in the special reports of the Statutory Auditors for 2024 and already approved by the Shareholders’ Meeting. For further information on agreements between the Group and Societe Generale, see section 6.2, note 36 “Related parties” of this Universal Registration Document.

Following its meeting of 27 March 2020, the Board of Directors, pursuant to the provisions of Article L. 22-10-12 of the French Commercial Code, put in place a procedure of regular reviews to ascertain whether agreements involving ordinary operations concluded under normal conditions genuinely comply with these conditions. This procedure is based on a mapping of the agreements in question and verification of the criteria carried out by the Company’s Legal Department. The analyses are reported to the Audit Committee for review and then approved annually by vote of the Board of Directors, from which the directly and indirectly interested parties abstain. The Board also rules on the periodic requirement to review the content of such agreements.

Through the annual implementation of this procedure, the Audit Committee became acquainted in particular with the links that exist between all subsidiaries of the Ayvens Group and Societe Generale, its main shareholder, by going beyond the legal requirement of simply analysing existing agreements at the level of the holding company. The analysis made it possible to establish that the dual criterion of normal conditions and ordinary operations pursuant to Article L. 225-39 of the French Commercial Code was respected, in particular through the verified application of the principle of fair competition in transfer pricing.

The related-party transactions within the meaning of IFRS are described in note 36 to the Group’s consolidated financial statements, which are presented in section 6.2 “Audited consolidated financial statements for the year ended December 31, 2024” of this Universal Registration Document. These transactions relate mainly to key management compensation, sales of goods and services, information technology services, premises, brokerage, insurance policy, corporate services, loans and tax consolidation.

Ayvens board of directors still commits to the diversity policy applicable to ALD’s management bodies, which was set out at the Board of Directors’ Meeting of 3 November 2020. The scope of this policy covers the highest management bodies of the Group (Executive Committee) as well as the Management Committees of all Group entities. At the proposal of the general management, the Board of Directors set a target of 35% women in ALD Group’s management bodies by the end of 2025.

The same approach is followed for the suitability policy, including diversity guidelines, applicable to LeasePlan’s management bodies which was set out at the Managing Board meeting per January 1 2022. As Ayvens is a Significant Institution, it falls under supervision of the ECB and thus it needs to ensure that it has implemented a framework ensuring a sound assessment process of the Suitability of the members of both the Supervisory Board and Managing Board individually, as well as each of the Supervisory Board and Managing Board collectively, as well as regarding Key Function Holders. The scope of this policy covers the Supervisory Board, the Managing Board and the Key function holders (including Executive Committee). In relation to gender diversity, LeasePlan Corporation aimed to have at least 30% females and 30% males in its Supervisory Board, Managing Board, and the group of Key Function Holders.

For Ayvens as of 31 December 2024, the rate for women in the Supervisory Board was 50% and in the Managing Board it was 14%.

Since 2018, with the aim of promoting gender balance in the management bodies, the Board of Directors of Ayvens, on the proposal of the COREM, has used the qualitative targets of the general management to set annual objectives to improve the representation of women in the Group’s management functions, as well as a target of at least 50% of women in Ayvens Group’s strategic talent development programmes. In order to achieve the target set for 2025 and in line with the action plan implemented since 2018, the Board continued to set intermediary targets on an annual basis. 

For LeasePlan the targets and guidelines were defined in 2021 and effectuated in 2022. LeasePlan Corporation will annually review the composition of the Supervisory Board, the Managing Board and the group of Key Function Holders, its compliance with the objectives and targets set in relation to diversity and, if objectives or targets have not been met, prepare a plan to ensure that the diversity objectives and targets will be met. Foreseeing the merger with ALD, the Managing Board decided not to effectuate the action plan for diversity as the leadership team would soon undergo a significant change.

For Ayvens as of 31 December 2024, the rate for women in the Group Management bodies stood at 32% (idem at the end of 2023). The Board still maintains the objective of 35% of women in senior management positions, with a time horizon to reach that objective to be end of 2026 in alignment with the new Ayvens strategic plan.

The Diversity focused action plan, included in the new Diversity, Equity & Inclusion strategy (ExCo approved in November 2023, launched in January 2024 and updated in January 2025), contains the following elements:

• ●50-50 female/male candidates in succession for top leadership;
• ●over 50% females in development programs;
• ●minimum of 30 female talents in our top leadership programs;
• ●Over 100 Coaching opportunities in 2024 for diverse talent (75% females);
• ●Over 100 Reverse mentoring opportunities for young talents & senior leadership;
• ●10 talents in the expert talent programs (at least 50% females).

This chapter presents the main risk factors specific to Ayvens, which are estimated to have a significant effect on its business, profitability, solvency, access to financing and financial instruments.

As part of its internal risk management, and in accordance with Article 16 of the Regulation (EU) 2017/1129, also known as “Prospectus 3” regulation of 14 June 2017, the Group has identified different types of risk factors and has grouped them into 5 main risk categories. Within these categories, risk factors are presented based on an evaluation of their materiality in a descending order, with the most material ones indicated first within each category.

The diagram below illustrates how the risk categories identified in the risk typology have been grouped into the abovementioned five categories and the risk factors that primarily affect them.

On 22 May 2023, ALD Automotive completed the acquisition of 100% of LeasePlan. The multiple steps needed to integrate the two companies are subject to substantial risks and uncertainties. The materialisation of these risks could have an adverse effect on the Group and its activities, financial situation, operating results or outlook.

The aggregate amount of all external fees, costs, and expenses incurred by the Group in connection with this acquisition (including the fees and expenses of its financial, legal, and accounting advisors, communication expenses, and expenses relating to the financing of the acquisition as well as the preparation of the integration of LeasePlan) amounted to EUR 128 million in 2022, EUR 170 million in 2023 and EUR 120 million in 2024. The Group expects that the cumulative amount of Costs to achieve (“CTA”) will reach circa EUR 540 million over the 2022-2025 period. However, this estimation could be inaccurate and the aggregate amount of all external fees, costs and expenses incurred by the Group could prove to be higher, potentially causing an adverse impact on the Group business, its financial position and results. 

Monthly CTA Committees chaired by the respective Regional CFOs should ascertain that the CTA remains within the targeted envelope.

The success of the acquisition depends on the effective realisation of the anticipated synergies and economies of scale, as well as on the Group’s ability to maintain ex-LeasePlan’s development potential and to effectively integrate LeasePlan into the Group. The integration of LeasePlan constitutes a long and complex process, involving inherent risks, costs and uncertainties. The synergies and other benefits that the acquisition is expected to generate (including growth opportunities, cost savings, increased revenues and profits) are particularly dependent on the timely and efficient integration of former ALD’s and LeasePlan’s activities (operations, technical and informational systems), as well as on the ability to maintain LeasePlan’s customer base and successfully optimise development efforts.

Beyond the finalization of the integration plan, the Group could still face significant difficulties, notably with respect to differences in standards, controls, procedures and rules, corporate culture, organisation with the need to integrate and harmonise the various operating systems (i.e.: financial, accounting and IT systems) and procedures that are specific to each former entity.

Beyond the expected evolution of LeasePlan’s human resources, challenges in retaining LeasePlan’s key employees due to uncertainties or dissatisfaction with their new roles could arise. The management and incorporation of a larger workforce with distinct backgrounds, profiles, compensation structures and cultures may also come with issues which might disrupt the operational efficiency and negatively impact the ability to meet the objectives. As part of the integration process, the Group has put in place dedicated human resources initiatives to mitigate this risk.

Customer satisfaction is at the heart of Ayvens’ strategy, through the monitoring of the company’s NPS score across the 42 countries. Certain pain points that customers could encounter as a consequence of the ongoing integration process, could put pressure on satisfaction levels, for instance in relation to customer support performance, operational inconsistencies (i.e.: vehicle maintenance inefficiencies), disruptions in client relationship management across merged countries, and/or billing and contract discrepancies.

To mitigate this risk of a drop in client satisfaction, specific attention is given to countries where former ALD and LeasePlan entities are merging, by having a CX (customer experience) hypercare process in place which allows to minimize this impact, through the implementation of best practices, as well as satisfactory client communication and dedicated action plans, as soon as it is required at local and central level.

The Group conducted due diligence on LeasePlan to identify facts that it considered relevant to evaluate the acquisition, including the determination of the price that the Group has agreed to pay, and to formulate a business strategy. However, the information provided to the Group and its advisors during the due diligence process may be incomplete, inadequate or inaccurate. If the due diligence investigations failed to correctly identify material issues and liabilities that may be present in LeasePlan, some of which may not be covered by the contractually negotiated warranty or insurance policies, or if the Group did not correctly evaluate the materiality of some of the risks, the Group may be subject to significant, previously undisclosed liabilities of the acquired business and/or subsequently incur impairment charges (including asset depreciations) and/or other losses. If these events were to occur, the Group may be exposed to lower operational performance than what was originally expected or additional difficulties with respect to the integration plan, which could have a material adverse effect on the activities, results and financial condition of the Group and/or on the Group’s ability to meet its objectives.

To the knowledge of Ayvens as of 31 December 2024, Societe Generale, Lincoln, TDR and ATP hold 52.59%(1), 9.52% (1), 8.08% (1) and 1.80% (1) respectively, i.e., a total of 72.00% of Ayvens' share capital following the completion of the acquisition, and 71.33% of the share capital of the Company in case of full exercise of the warrants, see Section  2.7 / Share capital and shareholder structure for more details.  

Pursuant to the shareholders’ agreement between Societe Generale and certain LeasePlan’s selling shareholders (TDR, ATP and Lincoln) acting in concert in the context of the acquisition, Societe Generale is committed to a 40-month lock-up period as from 22 May 2023 (date of completion of the acquisition) and each of ATP, Lincoln and TDR were committed to a lock-up period that expired 12 months following that same date, it being specified that the other existing shareholders of Lincoln were also bound by a 12-month lock-up undertaking extending over the same period of time pursuant to a separate lock-up agreement, in each case with respect to all shares held in Ayvens and subject to certain customary exceptions. As from the expiry of the lock-up undertakings of Societe Generale (40 months), of ATP, Lincoln and TDR (12 months), and of the other LeasePlan selling shareholders (12 months) following the completion of the acquisition, there will no longer be a general lock-up of their respective Ayvens shares but dispositions of shares will be subject to limitations to provide for a potential gradual exit of these shareholders. Since the end of their lock-up period, ATP, Lincoln and TDR have the option to transfer up to 50% of their respective Ayvens shares within 12 months following the expiration of this period. In the event that they do not make use of this option or make only partial use of it, they may each sell up to 66.67% of their respective Ayvens shares in the subsequent 12-month period, and so on, in any event within a limit of 66.67% of their respective Ayvens shares per year. If any of Societe Generale, TDR, ATP and/or Lincoln were to decide to sell or transfer, directly or indirectly, all or part of their shareholding on the market at the expiration of their respective lock-up period, or if such a sale or transfer is perceived as imminent or probable, the market price of Ayvens’ shares may be significantly and negatively affected.

The completion of the acquisition and the implementation of the prior or subsequent reorganisation transactions could result in adverse tax consequences (tax costs, loss of tax attributes, etc.). More generally, the reorganisation of the Group following the acquisition that may be implemented with the aim to facilitate the combination of the activities of the Group and LeasePlan entities, may give rise to tax inefficiencies and/or additional tax costs (for example, tax costs related to the reorganisations that would be implemented in order to facilitate the integration, the inability to implement or delay in implementing local tax consolidations between the Group and LeasePlan entities in certain countries, transfer pricing policies, etc.).

These various factors could lead to an increase in the Group’s tax expenses and have a material adverse effect on its effective tax rate, its results, and/or its financial position. The acquisition could also result in the loss of tax credits or the benefits of tax consolidation agreements, which could increase the tax expense or lead to the impairment of deferred tax assets and consequently impact the combined group’s Net income and financial position.  In addition, the tax treatments, or regimes applicable to past or future reorganisations involving the companies of the Group and the LeasePlan group could be interpreted by the competent French or foreign authorities in a manner that differs from the assumptions used by the two groups to structure the transactions. The Group is therefore not in a position to guarantee that the relevant tax authorities will agree with the interpretation of the legislation adopted or that may be adopted in the various jurisdictions concerned or with the quantification of the resulting tax consequences.

Upon completion of the acquisition of LeasePlan in May 2023, Ayvens became a regulated entity with the status of Financial Holding Company (“FHC”). The Group endeavours to comply with all legal and regulatory obligations associated with this status, in particular those established under the Single Supervisory Mechanism (SSM) and those described by the Order of the Minister of Finance and Public Accounts of the French Republic of 3 November 2014 relating to the internal control of companies in the banking, payment and investment services sector subject to the supervision of the Autorité de contrôle prudentiel et de résolution (“ACPR”). From a prudential point of view, Ayvens has become a “significant” financial institution, which implies that it is directly supervised by the European Central Bank ("ECB"), but also by the Banque de France via the ACPR, in their respective areas of competence. The Group must comply with prudential requirements, including communication and reporting obligations as well as capital, liquidity and other requirements. The Group must also provide all requested information, documentation and access during on-site inspections or in response to ad hoc requests and commit to address any supervisory findings that may derive from these.

From a prudential perspective, Ayvens is subject to reporting Solvency, Leverage and Large Exposures ratios, together with other reporting obligations under the European Banking Authority’s supervisory reporting frameworks, i.e. the common reporting (COREP) and financial reporting (FINREP) frameworks. Ayvens must carry out the Internal Capital Adequacy Assessment Process (ICAAP) exercise and the Internal Liquidity Adequacy Assessment Process (ILAAP) exercise on an annual basis and comply with Pillar 2 requirements determined by the ECB in the context of its Supervisory Review and Evaluation Process (SREP).

As a result of the above, if the Group is unable to comply with all the obligations incumbent on it as a result of its change in regulatory status, or if its supervisor deems the measures taken to comply with them to be insufficient, this could result in the need for the Group to mobilize human, material and financial resources to implement remediation plans to bridge the gaps, or the obligation for the Group to increase its own funds or eligible liabilities resources at costs that could be detrimental for its financial situation, or, in case of repeated failure to comply with requirements, the imposition of administrative and/or financial penalties, by the supervision authorities, for instance in the form of higher capital requirements or a withdrawal of its regulatory status of financial holding company.

The Group could be faced with a significant deterioration in economic conditions resulting from crisis affecting capital or credit markets, liquidity constraints, regional or global recessions, sharp fluctuations in commodity prices (especially oil), currency exchange rates or interest rates, inflation or deflation, rating downgrades, restructuring or defaults of sovereign or private debt, or geopolitical events (including acts of terrorism and military conflicts). Such events, which can develop quickly and have effects that may not have been anticipated, could affect the Group’s operating environment for short or extended periods and have a material adverse effect on its activities, its cost of risk, the value of its assets, or its financial results and situation.

In particular, the Group is exposed to the changing political, macroeconomic, or financial situations of the regions or countries where it operates. The deterioration of these situations could have an impact on the Group’s operating environment and its businesses, as well as on the business climate of a region or a country. In case of a significant deterioration, the Group could incur expenses, impairment of assets or losses, which would negatively impact its financial results and situation.

Ayvens’ operations, results and financial situation could be adversely impacted by intensifying geopolitical risks. The conflict in Ukraine which began in February 2022 is causing high tensions between Russia and Western countries, with impacts on global growth, on the price of energy and raw materials, as well as economic and financial sanctions put in place by a large number of countries, particularly in Europe and the United States. In Ukraine, with approximately 3,600 vehicles under lease on 31 December 2024 (down from a funded fleet of approximately 3,800 vehicles on 31 December 2023), Ayvens has taken measures to support its employees as much as possible, accompany its clients and secure its assets. At end 2024, the provision related to the vehicles that have been or are at risk of being damaged or located in the occupied territories is stable compared to 31 December 2023 (provision of EUR 3.3 million), based on the local management’s assessment of expected losses as well as potential customer credit loss. Taking into account this provision, Ayvens Ukraine’s total assets amounted to EUR 82.8 million on 31 December 2024, compared with EUR 76.9 million as of 31 December 2023. Following the disposal of ALD Russia late 2023, on 27 February 2024, the sale of the subsidiary LeasePlan Russia (3,500 vehicles) to Expo Capital Liz was completed after clearance from the relevant Russian regulatory authorities. Ayvens is no longer present in Russia and Belarus.

The conflict between Israel and Hamas which began in October 2023 could impact Ayvens’ supply capabilities, with a risk on the transport of goods and raw materials via the Suez Canal. Attacks on merchant ships claimed by Houthi rebels in the Bab-el-Mandeb Strait could also impact gas and oil supplies, as well as the availability and delivery times on goods produced in Asia. In Asia, American-Chinese relations, relations between China and Taiwan and between China and the European Union are strained by geopolitical and commercial tensions, relocation of production and risks of technological fractures. These could lead to delays in the production of electronic components like semiconductors that could impact the production of vehicles.

The new US presidential administration is enacting changes to US economic and foreign policies which could have material impacts on the geopolitical situation and on the macroeconomic evolution. These changes could lead to increased volatility and risks of disruption, notably of the global supply chain, potentially impacting the situation of Ayvens in its various markets. Moreover, increased tariffs and potential trade wars could lead to higher prices and destabilize the car market, resulting in increased uncertainty around new and used car prices.

The Group’s sustainability strategy and the integration of Climate and Environment in the risk management framework is set out in Chapter 5 “Sustainability Statement” of this Universal Registration Document. Detailed and prioritised mapping of ESG (environmental, social and governance) risks is presented in section 5.1 of this Universal Registration Document to identify, assess and mitigate the most significant risks.

The most significant climate and environmental challenge for Ayvens is associated with the CO2 emissions of the financed vehicles, expressed as scope 3 emissions. Road transport is responsible for 20% of emissions in the EU of which the vast majority (16%) is tied to passenger cars and LCVs (Light Commercial Vehicles), the vehicle types financed by Ayvens. The second environmental impact of transport is expressed in the pollution from fine particles during the vehicle use phase, like nitrogen oxide (NOx) emissions which are predominantly linked with diesel powertrains. This pollution entails major public health issues. The increasing call for action and governmental policy on both topics, supported by the changing customer preferences could impact Ayvens in the future.

Transitional risk drivers do not only influence the residual value of the vehicles (asset risk) but are also important for the sustainability strategy (strategic risk), repayment capabilities of our clients (credit risk) and the ability to attract talents in the company (HR risk). Physical risk drivers, expressed as the increased intensity and frequency of severe weather events, could have an impact on the Ayvens’ assets (vehicles and buildings), clients’ repayment capabilities, Ayvens’ operations and supply chain as detailed in section  5.5.2.2.5 / Climate change adaptation (general criterion applicable to all activities) of this Universal Registration Document.

Risk appetite is defined as the level of risk that Ayvens is prepared to assume to achieve its strategic goals.

As a regulated entity (Financial Holding Company), Ayvens has formalised its Risk Appetite Statement in a document which describes the main risk management principles, and quantitative thresholds (alert threshold, limit, etc.).

The Risk Appetite Framework:

• ●is an integral part of Ayvens’ Risk Management Framework and Ayvens’ Internal Control framework;
• ●defines Risk Appetite governance;
• ●presents the approach and methodology by which the risk appetite is identified, measured, determined, allocated, supervised, communicated and reported;
• ●describes the formalisation of this risk appetite in the Risk Appetite Statement;
• ●defines interactions with key strategic processes, such as:
  • ●the Risk Identification;
  • ●the Internal Capital Adequacy Assessment Process (ICAAP) and the Internal Liquidity Adequacy Assessment Process (ILAAP);
  • ●the Recovery Plan, Contingency Funding Plan and Contingency Capital Plan;
  • ●the strategy definition; and
  • ●culture and conduct, and compensation mechanism;
• ●is reviewed annually by Ayvens Board of Directors.

The framework, elaborated according to Societe Generale’s guidelines, applies to the whole perimeter of Ayvens as well as third parties acting for or on behalf of Ayvens over which Ayvens has control.

The risk tolerance is calibrated by determining the highest acceptable level of financial profile deterioration in an adverse stress test scenario (decennial frequency). These indicators and their calibrations must be consistent with the budget of the Group. Ayvens is a regulated entity subject to regulatory requirements (Total capital ratio and CET1 Ratio, Leverage ratio).

Strategy and business risks are the risks related to the execution of the strategy and business plan. This risk is divided into two categories of risks:

• ●strategic risk drives the execution of strategic initiatives. As such, Ayvens’ strategic initiatives are limited in number and can be defined as the main actions and means implemented to achieve the objectives defining Ayvens’ strategy;
• ●business risk drives the execution of Ayvens’ strategic and financial plan. The risk of execution of the financial trajectory is governed by a monitoring and control system within the Finance Department.

Credit risk appetite is managed through a system of credit policies and risk limits.

When assessing credit risk, Ayvens focuses on medium and long term client relationships, targeting both clients with which the Group has an established relationship and prospects representing profitable business development potential over the mid-term.

Acceptance of any credit commitment is based on in-depth client knowledge (Know Your Customer, analysis of the credit worthiness of the client) and a thorough understanding of the purpose of the transaction.

In a leasing transaction or in Fleet Management, risk acceptability is based, first, on the borrower’s ability to meet its commitments, in particular through the cash flows which will allow the payment of the rentals. Nevertheless, the main mitigant in leasing transactions is the full Ayvens vehicle ownership over the length of the contract. Additionally, leased vehicles are essential for Ayvens’ clients to conduct their activities for a significant portion of its client portfolio.

Counterparty ratings are key in the credit policy and serve as the basis for the credit approval authority grid used in both the commercial and risk functions.

Ayvens seeks risk diversification by controlling the concentration risk.

Proactive management of impaired risks is key to contain the risk of final loss in the event of default of a counterparty. In this regard, Ayvens has implemented rigorous procedures and/or has enhanced the monitoring of counterparties whose risk profile is deteriorating, including contacting clients with payment delays, vehicle return in case of default, resale vehicle or second leasing.

Counterparty credit risk on market activities is the risk that the creditworthiness of a counterparty to a transaction (derivatives or repos) could default or deteriorate in creditworthiness before the final cash flow is settled. Ayvens uses derivatives to hedge its interest rate and currency exposures associated with the funding of lease contracts.

Exposure to counterparty risk on derivative transactions is mitigated by clearing trades through central counterparties or via the use of ISDA (International Swaps and Derivatives Association) and supporting CSA’s (Credit Support Annex).

Counterparty risk is limited and assessed as non-material for Ayvens.

Ayvens does not carry out Market activity and as such does not have appetite for Market risk.

Non-financial risks are defined as risks of non-compliance, risk of inappropriate conduct, IT risk, cyber security risk, other operational risks, including operational risk associated with credit risk, market risk, model risk, liquidity and funding risk, structural and interest rate risk. These risks can lead to financial losses.

Governance and methodology have been put in place on the scope of non-financial risks.

As a general rule, Ayvens has no appetite for operational risk and non-compliance risk. Furthermore, there is zero tolerance for incidents severe enough that they are likely to seriously harm its reputation, jeopardise its results or the trust of its customers and employees, disrupt the continuity of its critical operations or call into question its strategy:

• ●Internal fraud: Ayvens does not tolerate unauthorised operations by its employees. Ayvens’ growth is based on relationships of trust among its employees, within Societe Generale and between Ayvens and its employees. This requires respect, at every level, of Societe Generale’s principles, such as displaying loyalty and integrity. Ayvens’ internal control systems must be capable of preventing acts of major fraud.
• ●Cybersecurity: Ayvens does not tolerate fraudulent intrusions, service disruptions, compromises of elements of its information system, particularly those that would result in asset theft or client data theft. Ayvens has introduced means to prevent and detect this risk. It uses a barometer in line with market practices (NIST) which measures the maturity of the cyber security controls deployed within its entities and the appropriate organisation to deal with potential incidents.
• ●Data leaks: trust is one of Ayvens’ key assets. As a result, the Group commits to deploy the necessary resources and implements controls to prevent, detect and remedy data leaks. Ayvens does not tolerate leaks of its most sensitive information, in particular concerning its customers.
• ●Business continuity: Ayvens widely relies on its information systems for its business and is committed to ensure the continuity of its most vital and critical services. Consequently, Ayvens has a very low tolerance for the risk of unavailability of the systems supporting its vital processes, in particular information systems directly accessible by its clients or enabling to carry out its activity on the financial markets. In addition, to deal with the occurrence of certain extreme events that could permanently affect its information system, its external service providers or a major Group entity based abroad, Ayvens is developing resilience solutions to ensure its survival.
• ●Outsourced services: Ayvens intends to demonstrate a high degree of thoroughness in the control of its activities entrusted to external service providers. As such, Ayvens adheres to a strict discipline of monitoring its providers and reviews them at a frequency appropriate to their risk level.
• ●Management Continuity: Ayvens as part of Societe Generale intends to ensure the management continuity of its organisation.
• ●Physical security: Ayvens applies security standards to protect personal, physical and intangible assets in all the countries where it operates. Ayvens relies on Societe Generale Security Department that ensures the right level of protection against hazards and threats, notably through security audits on a list of sites it has defined.
• ●Execution errors: Ayvens has organised its daily operations processes and activities through procedures designed to promote efficiency and mitigate the risk of errors. Despite having established a robust framework of internal controls, the risk of errors cannot be completely avoided. Ayvens has a low tolerance for execution errors which would have a very high impact on Ayvens or its clients.
• ●Application and infrastructure obsolescence: Ayvens does not tolerate the obsolescence of critical assets since it would increase our risk in terms of quality of service, business continuity and cyber security. Ayvens intends to anticipate technologies end of life to prevent these risks that are steered through a set of indicators on current and future obsolescence of most critical applications and infrastructures in a dedicated governance at Group level.
• ●Data Quality, Risk Aggregation and Reporting: Ayvens relies on data which is an essential asset for the Group to conduct and steer its activities. It is used for day-to-day operations up to management reporting for informed steering and strategic decisions. Finally, it is supporting the Board of Directors and supervisors oversight mission. This requires, the deployment of a sound data quality governance and framework including its risk management as well as a robust data aggregation and reporting architecture. Ayvens does not tolerate situations where the group is unable or late to submit risk reporting (including metrics) including ad hoc and/or regular requests to the supervisor and to the Group senior governance. The same stands for reporting requiring resubmission or which does not support decision making due to significant quality issues or insufficient quality report not spotted through aggregation and reporting mechanisms including controls. The Ayvens Group has low tolerance for insufficient data quality to develop our key risk management models.
• ●Compliance risk: Compliance risk is considered a non-financial risk, in the Group’s risk taxonomy. Acting in compliance means understanding and observing the external and internal rules that govern the Group’s banking and financial activities (leasing). These rules aim to ensure a transparent and balanced relationship between Ayvens and all its stakeholders. Compliance is the cornerstone of trust between the Group, its clients, its supervisors and its staff. Compliance with rules is the responsibility of all Group employees, who must demonstrate compliance and integrity on a daily basis. The rules must be clearly expressed, and staff informed and trained to understand them properly. Ayvens has no appetite for non-compliance risk. Ayvens is required to strictly comply with all laws and regulations which govern its activities in all countries in which it operates, and the Group implements international best practices for that purpose.

Liquidity risk management is mainly based on a monitoring of financing risk , through the Ayvens’ liquidity gap indicator and the internal refinancing needs (or the contribution Societe Generale’s liquidity position). Compliance with their respective internal refinancing limits ensures that Ayvens’ (or Societe Generale’s) external refinancing needs remain compatible with the funding plan.

Structural interest rate risk (also referred to as Interest Rate Risk in the Banking Book – IRRBB) refers to the risk – whether current or prospective – impacting Ayvens’ equity and earnings (hence for the Net Present value and the Net Interest Margin) caused by adverse movements in interest rates affecting the items comprising its banking book. There are four main types of risk: rates level risk, rate curve risk, optional risk (arising from automatic options and behavioural options) and basis risk related to the impact of relative changes in interest rates indices. All four types of IRRBB may potentially affect the value or yield of interest-rate sensitive assets, liabilities and off-balance sheet items.

Ayvens structural interest rate risk management primarily relies on the sensitivity of the Net Present Value (“NPV”) of fixed-rate residual positions (excesses or shortfalls) to interest rate changes, as well as the sensitivity of revenues according to several interest rate scenarios.

Ayvens’ policy in terms of structural exchange risks is to require entities to hedge their exposures to currency exchange rate fluctuations, by backing all balance sheet and off-balance sheet items, and to monitor residual exposures with small amount limits.

A wrong design, implementation, use or a non-rigorous models monitoring can have two main unfavorable consequences: an under estimation of equity based on models validated by regulators and/or financial losses.

The Group is committed to define and deploy internal standards to reduce model risk on the basis of key principles, including the establishment of three independent lines of defence, the proportionality approach relying on the model inventory, model tiering methodology (i.e. modular standards depending on the inherent level of risk associated with each model) and the consistency of the approaches used.

The appetite for model risk is defined for the following model families: IRB and IFRS9 credit risk, market and counterparty credit risks, valuation of vehicle asset risk models, ALM, trading algorithms, compliance and granting model families.

Ayvens’ objective is to minimize costs related to damages paid on the self-insurance (own damage) programs in its leasing entities and the sale of insurance by Ayvens Insurance company by optimizing the premium income as much as possible and by ensuring that customers are selected using prudent underwriting criteria leading to the correct premium for the risk through the monitoring of loss ratio.

The residual value risk is the risk of a loss of value due to the changes in the price of vehicles on second-hand markets. The resale price of the vehicles is estimated at the inception of the leasing contract and this estimated value may differ from the final resale price value, thus generating a gain or a loss. This risk also covers the risk on the value of repair, maintenance and tyres (RMT) to a lesser extent.

Ayvens remains inherently vigilant about the proper assessment of the future value of its assets (which have the advantage of being liquid and diversified in terms of brands and geography) while following the evolution of the used vehicle markets.

As key elements of Ayvens' business and the main potential source of losses in the event of a major crisis, residual value setting, measurement and monitoring relies on expertise that is constantly being reinforced by the development of new tools (constitution of a large database of used vehicles, automation of processes, implementation of efficient statistical tools). Ayvens' pricing and revaluation policy remains prudent and further protects the business from the economic uncertainties that could impact the automobile leasing market.

The general framework defined by Basel III is structured around three pillars:

• ●Pillar 1 sets the minimum solvency, leverage and liquidity requirements and defines the rules that banks must use to measure risks and calculate the related capital requirements, according to standard or more advanced methods;
• ●Pillar 2 concerns the discretionary supervision implemented by the competent authority, which allows them – based on a constant dialogue with supervised credit institutions – to assess the adequacy of capital requirements as calculated under Pillar 1, and to calibrate additional capital requirements taking into account all the risks to which these institutions are exposed;
• ●Pillar 3 encourages market discipline by developing a set of qualitative or quantitative disclosure requirements which will allow market participants to better assess a given institution’s capital, risk exposure, risk assessment processes and, accordingly, capital adequacy.