CONVENING NOTICE TO THE ORDINARY AND EXTRAORDINARY ANNUAL SHAREHOLDERS’ MEETING ON JUNE 30, 2021
The shareholders of Europcar Mobility Group are convened to the Ordinary and Extraordinary Shareholders’ Meeting on June 30, 2021, in closed session, without the physical presence of its shareholders, at 3 p.m. at 13 ter boulevard Berthier, 75017 Paris CONTENTS
MESSAGE FROM CAROLINE PAROT, CHIEF EXECUTIVE OFFICER 1 OF EUROPCAR MOBILITY GROUP 1
HOW TO PARTICIPATE IN THE ANNUAL 2 SHAREHOLDERS’ MEETING 2
3 E-CONVENING NOTICE 5 4 AGENDA 6
BRIEF PRESENTATION OF EUROPCAR MOBILITY GROUP 5 IN 2020 9
5.1 Key financial indicators 22 5.2 Non-financial indicators 25
6 SIGNIFICANT POST-CLOSING EVENTS 31 7 CORPORATE GOVERNANCE REPORT 32 7.1 Presentation of governance as at the date of this document 34 7.2 Presentation of governance in 2020 52 7.3 Compensation Policy and benefits of any kind for members of the Supervisory Board and the Board of Directors, for fiscal year 2021 79 7.4 Compensation policy and benefits of any kind for members of the Management Board, CEO and Deputy CEO (year 2021) 81 7.5 Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020 86 7.6 Agreements concluded with corporate officers 103 7.7 Information on the Company and its capital 104
DRAFT RESOLUTION AND REPORT 8 OF THE BOARD OF DIRECTORS 122
9 REQUEST FOR ADDITIONAL DOCUMENTS 153 MESSAGE FROM CAROLINE PAROT, 1 CHIEF EXECUTIVE OFFICER OF EUROPCAR MOBILITY GROUP
Dear shareholders, In parallel, our teams are actively preparing for the summer and the perspective of a progressive recovery of Leisure You are invited to the General Meeting of Europcar domestic and international travel. Over the first quarter Mobility Group, which will be held on 30 June 2021 at 3 pm, 2021, the Travel & Leisure environment continued to chaired by Alexandre de Juniac, Chairman of the Board of be globally challenging in Europe as lockdowns, travel Directors. restrictions and stringent sanitary constraints were still in As you know, our Group was heavily impacted by the place. While we remain cautious about Q2 and onwards, we COVID-related crisis in 2020, in terms of economic momentum see reasons to be reasonably optimistic regarding what is as well as from a financial viewpoint, with a drop in revenue ahead of us. We are confident that we will rebound strongly of 45%. This led us to carry out a major corporate financial as soon as sanitary and market conditions improve – in line restructuring from September 2020, which was completed with higher vaccination rates – as demonstrated by our in record time and successfully closed by the end of US business, and, more recently, with bookings gradually February 2021. picking up in Europe too. Since then, the Group has opened a new chapter in its Today, by supporting the resolutions submitted for your history, with renewed ambitions, backed with a significantly approval, you will enable the Group to fully leverage the reduced corporate debt, the injection of new money combined Travel & Leisure market recovery and and, more generally, with new fleet financing facilities, as well as a new capital to continue to innovate for all its customers, both individuals structure. and professionals, as part of its “Connect” plan. Our teams are currently focused on the roll out of “Connect”, With this in mind, I would like to thank you in advance for our strategic roadmap, at an accelerated pace, with taking the time to examine the resolutions proposed to you the objective of making our Group a leader in flexible, and hope to be able to meet with you again in person at our sustainable, connected and digital mobility solutions. This next General Assembly. roll out is well on track, with significant achievements and Yours faithfully. deliveries over the course of the first quarter, notably the implementation of new go‑to‑market approaches, by Service Line, and the successful launch of a very innovative, highly flexible subscription model for professionals.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 1 How to participate in the Annual Shareholders’ Meeting 2
HOW TO PARTICIPATE IN THE 2 ANNUAL SHAREHOLDERS’ MEETING
Disclaimer In light of the Covid‑19 epidemic and in accordance with the legal and regulatory provisions in force, the Combined General Meeting of the company Europcar Mobility Group (the “Company”) will exceptionally be held in closed session, on Wednesday June 30, 2021 at 3 p.m. at the Company’s head office in Paris. Consequently, shareholders are invited to vote by mail, by Internet via the Votaccess site (subject to meeting the required conditions) or to give proxy to the Chairman of the General Meeting or to a third party, according to the terms specified below. Consequently, no admission card will be issued for this Shareholders’ Meeting. Shareholders are invited to consult the page dedicated to the 2021 shareholders’meeting on the Company’s website (https://investors.europcar-group.com/fr/financial-documentation/shareholders-meeting). It is reminded that the Shareholders’ Meeting will be broadcast live on the Company’s website and the video will also be available in accordance with the deadline provided for by the regulations.
A) PRIOR FORMALITIES REQUIRED TO ATTEND • give the Chairman of the Shareholders’ Meeting a proxy THE SHAREHOLDERS’ MEETING and, in such a case, a favorable vote will be cast in his name for the adoption of the draft resolutions submitted The Shareholders’ Meeting is made up of all shareholders or approved by the Board of Directors. irrespective of the number of shares held. 1. Voting by mail or proxy Pursuant to Article R. 22‑10‑28 of the French Commercial Code, the right of a shareholder to attend the Shareholders’ If the shareholder cannot attend the Shareholders’ Meeting, Meeting shall be evidenced by registration in the securities he/she may still: account in their name or in the name of their intermediary • vote by mail; or as registered in accordance with Article L. 228‑1 paragraph 7 of the French Commercial Code, on the second business • send the proxy to the Company without specifying the day preceding the Shareholders’ Meeting by midnight (Paris recipient, and, in such a case, a favorable vote will be cast time), or June 28, 2021 at 00:00 (Paris time): in their name for the adoption of the draft resolutions submitted or approved by the Board of Directors. • either in the registered share account kept for the Company by its representative, BNP Paribas Securities 1.1 Voting by mail or proxy by mail Services, for holders of registered shares; To vote by mail or proxy by mail, it is necessary to proceed • or in the bearer shares account kept by the authorized as follows: banking or financial intermediary, for holders of bearer • for registered shareholders: return the single postal shares. or proxy voting form, which will be sent to them along Pursuant to the Article R. 22‑10‑28 of the French Commercial with the notice, to the following address: BNP Paribas Code, the registration of shares in the bearer share account Securities Services, Service Assemblées Générales – kept by the authorized bank or financial intermediary shall CTO Assemblées Générales – Les Grands Moulins de be established by a shareholding certificate issued by the Pantin 9, rue du Débarcadère – 93761 Pantin Cedex; latter (or, where necessary, by email) under the conditions • for bearer shareholders: request their single postal or set out in Articles R. 225‑85 and R. 225‑61 of the French proxy voting form from the intermediary that manages Commercial Code, and appended to the: their shares from the date of notice of the Shareholders’ • postal voting form; Meeting. • proxy vote. Once completed by the shareholder, the form will be returned to the account‑holding institution, which will append to Any shareholder who has already sent a proxy or voted by it a certificate of attendance and send it to BNP Paribas mail may no longer choose a different method of attendance. Securities Services, Service Assemblées Générales – CTO B) HOW TO ATTEND THE SHAREHOLDERS’ MEETING Assemblées Générales – Les Grands Moulins de Pantin, 9, rue du Débarcadère – 93761 Pantin Cedex. There are several ways for a shareholder to attend the Shareholders’ Meeting: The request for a single form must have been received no later than six days before the date of the Shareholders’ • vote by mail before the holding of the Shareholders’ Meeting, or no later than June 24, 2021. Meeting;
2 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP How to participate in the Annual Shareholders’ Meeting 2
To be considered, the postal voting forms or appointments • the shareholder must ask the financial intermediary or revocations of proxies made through paper votes must that manages their security account to send a written be received by the Service Assemblées Générales of BNP confirmation to BNP Paribas Securities Services’ Paribas Securities Services, no later than three calendar Shareholders’ Meeting service – CTO Assemblées days before the date of the Shareholders’ Meeting, or no Générales – Les Grands Moulins de Pantin, 9, rue du later than June 27, 2021. Débarcadère – 93761 Pantin Cedex. Under no circumstances should postal voting forms be Only notices of appointment or revocation of proxy returned directly to Europcar Mobility Group. authorizations may be sent to the above email address; any other request or notice related to another subject will not be 1.2 Voting by mail or proxy by email considered and/or processed. Shareholders may also send their voting instructions, appoint To ensure that appointments or revocations of proxy or revoke a proxy via the Internet before the Shareholders’ authorizations made by email are validly considered, 2 Meeting, on the VOTACCESS site, as described below: confirmations must be received no later than by the eve of • for registered shareholders: holders of pure or administered the Shareholders’ Meeting, or by June 29, at 3 p.m. (Paris registered shares who wish to vote online will access the time). VOTACCESS site via the Planetshares site at the following The VOTACCESS site will be accessible starting May 26, 2021, address: https://planetshares.bnpparibas.com. and it will be possible to vote online before the Shareholders’ Holders of pure registered shares must log on to the Meeting until the eve of the Shareholders’ Meeting, i.e. until Planetshares site with their usual access codes. June 29, 2021 at 3 p.m. (Paris time). Holders of administered registered shares must log However, to avoid possible congestion of the VOTACCESS on to the Planetshares site using the ID number found site, it is recommended that shareholders not wait until the on the top right corner of their paper voting form. If a eve of the Shareholders’ Meeting to vote. shareholder has lost their ID and/or password, they may 1.3 Special conditions for named person proxies call +33 (0)1 57 43 02 30, which is put at their disposal. (other than the President of the General Meeting) After logging on, the registered shareholder must follow In accordance with Article 6, 2° of decree 2020‑418 of April 10, the instructions that appear on the screen to access the 2020 extended and amended by decree n° 2020‑1614 VOTACCESS and vote, appoint or revoke a proxy. of December 18, 2020 and decree n° 2021‑255 of March 9, • for bearer shareholders: it is up to the bearer shareholder 2021, so that the designations or revocations of proxy to to find out whether their account‑holding institution is named person expressed by mail or e‑mail can be validly logged on or not to the VOTACCESS site and, where taken into account, named person proxies must be received necessary, if such access is subject to special terms of use. until the fourth day preceding the holding of the General Meeting, i.e. June 26, 2021, at midnight (Paris time). If the shareholder’s authorized account‑holding intermediary is connected to the VOTACCESS site, the To be considered the proxy, the proxy must send its shareholder must enter his/her log‑in details on the instructions for the exercise of the mandates available to Internet portal of their account‑holding institution with BNP Paribas Securities Services no later than the fourth their usual access codes. Next, the shareholder must click day preceding the holding of the Shareholders’ Meeting, on the icon that appears on the line corresponding to i.e. June 26, 2021, at midnight (Paris time), by email to paris. their shares and follow the instructions given on‑screen bp2s.france[email protected] using the postal to access the VOTACCESS site and vote, appoint or voting form. revoke a proxy. C) REQUEST FOR THE INCLUSION OF ITEMS If the shareholder’s authorized account‑holding OR DRAFT RESOLUTIONS ON THE AGENDA intermediary is not connected to the VOTACCESS site, One or more shareholders meeting the requirements set it is specified that the notice of the appointment and out under Article R. 225‑71 of the French Commercial Code revocation of a proxy can however be given by email, or shareholders’ associations (associations d’actionnaires) in accordance with Article R. 225‑79 of the French meeting the requirements set out under Article L. 225‑120 of Commercial Code, as follows: the French Commercial Code may request that items or • the shareholder must send an email to paris.bp2s. draft resolutions shall be included on the agenda. These [email protected]. The email items or draft resolutions shall be included on the agenda must contain the following information: name of of the Shareholders’ Meeting and brought to the attention the Company concerned, date of the Shareholders’ of the shareholders under the conditions determined by the Meeting, last name, first name, address, the principal’s regulations in force. bank references as well as the last name, first name The request to include items or draft resolutions on the and, if possible, address of the proxy, agenda of the Shareholders’ Meeting shall, in accordance with the legal and regulatory provisions in force, be sent to the registered office of Europcar Mobility Group, – Direction Juridique, 13 ter, boulevard Berthier, 75017 Paris, by registered letter with acknowledgement of receipt or by electronic telecommunication to the following address: actionnaires@ europcar.com, no later than the 25th day preceding the Shareholders’ Meeting, i.e. no later than June 5, 2021. This request shall be sent along with a shareholding certificate evidencing, on the date of the request, ownership or representation of the portion of the share capital required
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 3 How to participate in the Annual Shareholders’ Meeting 2
under Article R. 225‑71 of the aforementioned French with acknowledgement of receipt to the Chairwoman of the Commercial Code, either in the registered share accounts Management Board, or by email to: actionnaires@europcar. kept by BNP Paribas Securities Services for the Company, com no later than by the 4th business day preceding the date or in the bearer share accounts kept by an intermediary of the Shareholders’ Meeting (i.e. June 28, 2021 at midnight). mentioned under Article L. 211‑3 of the French Monetary To be considered, the questions must be accompanied by and Financial Code. a certificate of registration, either in the registered share accounts kept by BNP Paribas Securities Services – CTO The request to include an item on the agenda must be Assemblées Générales – Les Grands Moulins de Pantin, 9, justified. rue du Débarcadère – 93761 Pantin Cedex for the Company, The text of the draft resolution shall be enclosed to the or in the bearer securities accounts kept by an intermediary request for the inclusion of draft resolutions and may include mentioned in Article L. 211‑3 of the French Monetary and a brief explanatory statement. Consideration of the item Financial Code. In accordance with the law in force, a single or draft resolution is also subject to the provision, by the common answer may be provided to questions having the authors of the request, of a new certificate evidencing that same content or covering the same subject. The answer to the securities are registered in the same accounts on the a written question will be deemed to have been provided 2nd business day preceding the Shareholders’ Meeting at when it appears on the Company’s website at https:// 00:00, Paris time (i.e. June 28, 2021 at 00.00/Paris time). If the investors.europcar-group.com/fr/financial‑documentation/ draft resolution refers to the presentation of a candidate to shareholders‑meeting in the question and answer section. the Supervisory Board, the information provided for under Written questions asked by shareholders and the answers Article R. 225-83 paragraph 5 of the French Commercial provided to them will be published on the Company's website Code shall be attached to the request. The Company no later than July 5, 2021. acknowledges receipt of requests to include items or draft resolutions to the agenda within 5 days from such receipt E) INFORMATION AND DOCUMENTS PROVIDED by registered letter or, subject to the shareholder’s consent TO SHAREHOLDERS notified to the Company in writing, by electronic means in In accordance with the laws and regulations in force, accordance with Article R. 225‑74 of the French Commercial all documents required to be sent to shareholders before Code. The text of the draft resolutions submitted by the the Shareholders’ Meeting shall be (i) available on the shareholders along with their explanatory statement as well Company's website within the section dedicated to the 2021 as the list of items added to the agenda will be made available Sharholders’ Meeting and (ii) put at their disposal within to shareholders at the registered office of the Company, and the legal time frame at the Company’s registered office will be published without delay on the Company’s website. located at 13 ter Boulevard Berthier, 75017 Paris no later than D) WRITTEN QUESTIONS June 9, 2021. Any shareholder may submit written questions to which Shareholders may collect, within the legal time frames, the Management Board will provide answers at the the documents provided for under Articles R. 225‑81 and Shareholders’ Meeting. Such written questions are to be R. 225‑83 of the French Commercial Code by sending a sent either by mail to the registered office to the following request to BNP Paribas Securities Services – CTO Assemblées address: Europcar Mobility Group – Direction Juridique, Générales – Les Grands Moulins de Pantin, 9, rue du 13 ter, boulevard Berthier, 75017 Paris, by registered letter Débarcadère – 93761 Pantin Cedex.
4 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP E-convening notice 3
E-CONVENING 3 NOTICE
Opting for the e‑convening notice
Madam, Sir, Dear shareholders, As a registered shareholder of Europcar Mobility Group, you receive every year your Convening Notice file. We are suggesting that you choose to receive an e‑convening notice of meeting, meaning that you receive your Convening Notice electronically. By opting for the e‑convening notice, you will be choosing a simple, fast and secure way of being convened to the meeting. You will also be helping to protect the environment by reducing our carbon footprint by avoiding the printing and mailing of the paper Convening Notice. 3 To receive an e‑convening notice, all you have to do is log on to the dedicated Europcar Mobility Group website for registered shareholders and follow the procedure below:
https://planetshares.bnpparibas.com Area: My Profile Section: My e‑services In the box “Convocation by email to General Shareholders’ Meetings”: 1) Enter your email address 2) Check the corresponding box 3) Click on “Validate” When you log on to the site for the first time, click on the link “Password forgotten or not received”. You will receive a temporary password by. Upon receiving the password, you will be asked to set your final password in order to access the site. As a reminder, your ID number is on the top right corner of your paper form.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 5 AGENDA 4 4 AGENDA • Falling under the authority of the 17th resolution –Approval of the compensation policy of the Ordinary General Meeting: Chairwoman of the Management Board, Ms. Caroline Parot, for the year ended December 31, 2021; 1st resolution – Approval of the annual financial statements for the year ended December 31, 2020; 18th resolution –Approval of the compensation policy of Mr. Fabrizio Ruggiero as member of the Management Board 2nd resolution – Approval of the consolidated financial for the year ended December 31, 2021; statements for the year ended December 31, 2020; 19th resolution –Approval of the compensation policy of 3rd resolution – Appropriation of the results for the year Mr. Olivier Baldassari as member of the Management Board ended December 31, 2020; for the year ended December 31, 2021; 4th resolution – Approval of related party agreements and 20th resolution –Approval of the compensation policy of commitments; Mr. Jean-Paul Bailly as Chairman of the Supervisory Board, 5th resolution – Ratification of the cooptation of Mr. Alexandre for the year 2021; de Juniac as member of the Board of Directors; 21st resolution – Approval of the compensation policy of 6th resolution – Ratification of the cooptation of Mr. Simon the members of the Supervisory Board, for the year ended Franks as member of the Board of Directors; December 31, 2021; 7th resolution – Ratification of Ms. Sylvie Veilleux as member 22nd resolution – Approval of the compensation policy of of the Board of Directors; Ms. Caroline Parot as Chief Executive Officer, for the year ended December 31, 2021; 8th resolution – Extension of the term of office of Ms. Caroline Parot as member of the Board of Directors; 23rd resolution – Approval of the compensation policy of Mr. Fabrizio Ruggiero as Deputy Chief Executive Officer, for 9th resolution – Appointment of Ms. Carole Sirou as member the year ended December 31, 2021; of the Board of Directors; 24th resolution – Approval of the compensation policy of 10th resolution –Appointment of Mr. Laurent David as Mr. Alexandre de Juniac as Chairman of the Board of Observer; Directors, for the year ended December 31, 2021; 11th resolution –Approval of the components of compensation 25th resolution – Approval of the compensation policy of the paid or allocated for the year ended December 31, 2020 to members of the Board of Directors for the year 2021; Ms. Caroline Parot, as Chairwoman of the Management Board; 26th resolution – Authorization of a program allowing the Company to buy back its own shares. 12th resolution –Approval of the components of compensation paid or allocated for the year ended December 31, 2020 to • Falling under the authority of the Mr. Fabrizio Ruggiero as member of the Management Board Extraordinary General Meeting and Chief Executive Officer; 27th resolution – Delegation of authority to the Board 13th resolution –Approval of the components of compensation of Directors to increase the share capital through the paid or allocated for the year ended December 31, 2020 to incorporation of reserves, profits or issue, merger or Mr. Olivier Baldassari as member of the Management Board; contribution premiums; 14th resolution –Approval of the components of compensation 28th resolution – Delegation of authority to the Board of paid or allocated for the year ended December 31, 2020 Directors to issue shares and/or equity securities giving to Mr. Albéric Chopelin in his capacity as member of the rights to other equity securities of the Company or giving Management Board; rights to the grant of debt securities and/or to issue other securities giving rights to future shares of the Company, 15th resolution –Approval of the components of compensation maintaining preferential subscription rights; paid or allocated for the year ended December 31, 2020 to Mr. Jean-Paul Bailly as Chairman of the Supervisory Board; 29th resolution – Delegation of authority to the Board of Directors to issue shares and/or equity securities giving 16th resolution –Approval of the information contained in rights to other equity securities of the Company or giving the report on corporate governance and pertaining to the right to the grant of debt securities and/or to issue other compensation of corporate officers (Article L. 225-37-3 I of securities giving rights to future shares, with waiver of the French Commercial Code); preferential subscription rights and public offering, other than those referred to in Article L. 411-2 1° of the French Monetary and Financial Code, or as part of a public offer involving an exchange component;
6 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP AGENDA 4
30th resolution – Delegation of authority to the Board of giving rights to future shares, with waiver of preferential Directors to issue shares and/or equity securities giving rights subscription rights, as remuneration for contributions in kind to other equity securities of the Company or giving right to granted to the Company; the grant of debt securities and securities giving rights to 34th resolution – Delegation of authority to the Board of future shares, with waiver of preferential subscription rights Directors to issue shares and/or equity securities giving rights as part of a public offer referred to in Article L. 411-2 1° of the to other equity securities of the Company or giving right to French Monetary and Financial Code; the grant of debt securities and to issue other securities 31st resolution – Authorization to the Board of Directors, giving rights to future shares, with waiver of preferential in the event of issuance of shares and/or equity securities subscription rights for the benefit of a certain category of giving rights to other equity securities of the Company or persons as part of an equity line transaction; giving rights to the grant of debt securities and/or other 35th resolution – Overall limits on the amount of issues securities giving rights to future shares, without preferential carried out pursuant to the 28th to 34th resolutions; subscription rights, through an offer to the public or through a private placement to set the issue price subject to a limit 36th resolution – Authorization for the Board of Directors to of 10% of the share capital per year; reduce the share capital by cancellation of shares purchased under share buyback programs; 32nd resolution – Authorization to the Board of Directors to increase the number of shares and/or equity securities 37th resolution – Reverse share split of the Company’s giving rights to other equity securities of the Company shares by allocation of one (1) new shares with a par value of or to the grant of debt securities and/or securities giving seventy‑six cents (€0.76) for seventy‑six (76) shares held with rights to future shares, to be issued in the event of a capital a par value of one penny euro (€0.01) – Delegation of powers increase with or without preferential subscription rights for to the Board of Directors with the right to sub‑delegate. shareholders; • Falling under the authority of the Ordinary 33rd resolution – Delegation of power to the Board of and Extraordinary General Meeting 4 Directors to issue shares and/or equity securities giving 38th resolution – Powers of attorney. rights to other equity securities of the Company or giving rights to the grant of debt securities and other securities
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 7 AGENDA 4
8 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 5
BRIEF PRESENTATION OF EUROPCAR 5 MOBILITY GROUP IN 2020
Full year 2020 • Adj. Corporate EBITDA (IFRS 16): -€172m (vs +€389m in 2019) on revenue down -45% to €1,761m. • Aggressive cost measures adaptation, well above initial budget of €850m: ~€1bn cost savings in 2020, i.e. more than 30% reduction on the cost base versus pre Covid‑19 scenario. • Group net income of -€645m, including -€249m non‑recurring items and assets impairment.
• Strong reduction in cash burn in H2 2020 to €175m in H2 2020 versus €371m in H1 2020. • Proforma Corporate Net Debt at €93m post‑financial restructuring as at December 31th, 2020 (€1,426m reported) and €587m proforma liquidity.
2021 outlook • A cautious view on H1 2021 given still limited visibility on the timing of the demand recovery and reduced lead time for customer booking. • For 2021, the Group anticipates revenue growth relying on key business drivers: domestic, Vans & Trucks, Professional and Proximity customers. • The combination of the rollout of Connect and a reduced cost base will allow the Group to quickly return to profitability in a context of market recovery. 5 • In line with prior statements, the financial restructuring enables the Group to benefit from strong liquidity to support its recovery and the implementation of the Connect, the Group’s strategic plan, reshaping it around customers’ needs and expectations. • First deliveries of “Connect” in 2021 with 4 enabling pillars: fleet/network/IT/organization.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 9 Brief presentation of Europcar Mobility Group in 2020 5
WITH A PORTFOLIO OF INTERNATIONAL LEADING BRANDS IN EACH SEGMENT…
OUR 4 MAJOR BRANDS REPRESENT 27% market shares*, making our Group the European leader in vehicle rental
European leader in car rental and light commercial vehicle rental, B2B and B2C
European leader in low cost car rental, leisure focused
Car rental in Europe, mid-tier positioning, leisure focused One of the European leaders in roundtrip car sharing, B2B and B2C .
* Source: Euromonitor and Oliver Wyman Analysis/2019.
10 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 5 … WE ADDRESS VARIOUS MOBILITY USE CASES, WHATEVER THE DURATION
VEHICLE SHARING VEHICLE RENTAL
Hours Days Weeks Months
4 CORE BRANDS 5
Urban and short Mid and long distance mobility distance mobility
Use cases: Use cases: Proximity, Professional Leisure, Professional
Our portfolio of international brands is completed by brands with strong positions in certain countries of the Group
Vehicle rental brands, “local champions” Urban mobility brand
One of the main players in the car rental Leader in car sharing in Ireland market in the US, with a “value for money” positioning
One of the most important players in car and light commercial vehicle rental in Germany
Brands portfolio on the date of this Universal Registration Document.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 11 Brief presentation of Europcar Mobility Group in 2020 5
WE SERVE OUR CUSTOMERS IN OVER 140 COUNTRIES
EUROPE
NORTH AMERICA
(1)
CAR RENTAL (5)
Rent-a-Car
SOUTH AMERICA
(1) Canada: partner in North America. (2) China: partner in Asia. (3) India: partner in Asia. (4) Japan: partner in Asia. (5) Brand operated by Buchbinder.
12 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 5
ASIA
(2)
(3) (4)
MIDDLE EAST 5
AFRICA
(5) OCEANIA
Rent-a-Car
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 13 Brief presentation of Europcar Mobility Group in 2020 5 OUR VALUE CREATION MODEL
Macro trends Our assets
Mobility: an essential need An undisputed leadership position
• Today, mobility ranks 1st in terms of global GDP. No. 1 27% 70 years European market shares, of service expertise vehicle rental with strong brands (B2C, B2B) By 2050: growth in mobility needs will company (Europcar, Goldcar) be unsustainable for the planet Positioning as a “mobility service company” • Resulting in an increase in CO2 emissions, traffic congestion problems in cities, etc. • Operating over a broad range • From vehicle maintenance/ in the mobility value chain repair to customer services, Everywhere in the world, emergence including fleet management of new mobility ecosystems and financing services.
• For a multi‑modal mobility (public transportation, A dense global network individual cars, soft mobility, …) • For a more sustainable mobility more 144 countries 1,275 1,732 respectful of the environment. around the world directly owned franchise stations stations At the center of these ecosystems, a new “4‑wheel” mobility is developing A complete territorial network in each country in which we operate • The vehicle ownership model was the norm: it is less and less relevant from an economic and 73% 5% 22% ecological standpoint. of our stations in railway stations in airports • The usage model is developing: it consists in in cities using a car “when you need it.” • Digital is accelerating the usage model: A powerful, modern and flexible fleet – mobility is becoming an accessible service “within smartphone reach.” 248,000 A A buyback model vehicles on average “CO2 light” that is both flexible Post Covid‑19, intensification of certain in our fleet in 2020 fleet*, and de-risked expectations in terms of mobility equipped with the latest engines • Digital use strengthened via the need for * 130 gr CO2/km (km traveled by the vehicles used by our customers). “contactless” services. • New security and flexibility standards. A diversified offer distributed through directly owned channels • An aspiration for more responsible travel modes that are more respectful of the • Rental: • To ensure the distribution of environment. – for a few hours (car sharing), our services: – for several days, several – more than 140 digital points weeks, several months (short, of “direct to brand” contact medium and long‑term). offered to our customers, Rental and car sharing: – in addition to our physical a real alternative platforms (stations, call centers, etc.). to vehicle ownership. A mix of talents to operate a daily service
Nearly 10,000 employees committed to the satisfaction of our customers
69% 31% Around 550 in operations in support employees working and stations functions in digital positions within our Group
14 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 5 Our Corporate Social Responsibility commitments
Make Act for the Be a Share our mobility environment responsible business accessible employer ethics Our vision, our ambition, our purpose, our values
As a major player Be the Value creation in mobility, we O preferred want to play a u “mobility n r leading role in io a service m the new multi- is company” Customers v b modal mobility r i for our t ecosystems and u i customers Our purpose o 56.4m Over 5 m Net Promoter O make a significant n and create rental days customers assisted Score contribution to Offer attractive value for the necessary alternatives to vehicle all our and advised via 51.8 for ownership, in a responsible transition to a stakeholders. our call centers Europcar and sustainable manner “low-carbon” world. (single customers (44.1 for in 2020) the Group, all brands combined)
O ur values Employees
• Customer focus • Feeling valued 8,860 43% €292.5m • Open communication permanent women in salaries • Working together employees and bonuses 57% 3,347 men 72% seasonal staff 40% of employees received a female managers 5 training in 2020 3 customer‑focused Service Lines within the Group Suppliers and partners
Over 20,800 €818m suppliers in purchases in 2020
LEISURE PROFESSIONAL* PROXIMITY* States and territories Service Line Service Line Service Line €66.3m Nearly 8000* green vehicles in income (hybrids, electrics, NGVs) in our fleet, and other thus meeting the requirements of taxes States’ and territories’ air pollution Use cases control plans
• “Mainstream” • Business travel • Substitute for the * including 6,637 “green” vehicles (hybrid and electric) purchased in 2020. leisure travel • Fleet services individual car • “Low Cost” • Local business mobility • Local mobility Planet leisure travel • Replacement “on demand” vehicles 2020 carbon footprint: 1,648,222 teq CO2 (down approximately 11% from 2019 - baseline 2019) Targets for reducing Group’s carbon emissions Customers (Science Based Targets) by 2030*:
• Individuals • Large corporations • Municipalities, • -46% for direct emissions (Scope 1 and 2) • SMEs/VSEs territorial authorities • -13% for indirect emissions (Scope 3, emissions associated • Independent • Individuals with use of the vehicles) professionals • Independent 8 country subsidiaries Contribution to 8 • Assistance providers professionals certified ISO 14001 United Sustainable Development Goals
* These goals will be submitted for validation to the Science Based Specific features of the activity Targets initiative in the course of 2021.
• Planned • Planned > contractual or • On demand, • Seasonal on subscription pay per use Shareholders • Low level of loyalty • Counter‑seasonal • High frequency of use, loyalty, • Long cycles, strong loyalty medium level of loyalty Because of the Covid‑19 crisis: cancellation of the dividend high rotation level payment for fiscal year 2019, a measure proposed by the Supervisory Board as part of the plan deployed by the Group to reduce costs and preserve cash ("Reboot"). * Including the Vans & Trucks business.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 15 Brief presentation of Europcar Mobility Group in 2020 5
2020 HIGHLIGHTS
FEBRUARY MARCH APRIL MAY – JUNE Europcar Mobility Group In the light of the Covid-19 Hard hit by the Covid-19 • The Group obtains chosen by Rentalcars.com crisis, Europcar Mobility crisis, the Group launches a €220 million loan as its leading partner for Group mobilizes to support the “Reboot” program guaranteed by the the Ryanair platform. the mobility of healthcare (short-term adaptation French State and a workers with its “Together” program to manage the a €67 million loan program. effects of the crisis in guaranteed by the the best possible way) Spanish State within as well as the design the framework of a of its the “Connect” financing plan intended plan, the medium-term to secure liquidity to transformation plan (2020- handle the Covid-19 2023), aimed at taking into crisis consideration the lasting • Launch of the Group consequences of the crisis “Safety Program” on mobility needs and in order to strengthen expectations. hygiene and safety One of the outcomes is a measures in the new organization of the vehicles and the More than 1,000 vehicles Group, centered on these stations. provided for free or without new customer needs and The Group signs a rental fees, in all European expectations and on the partnership with Bureau countries, and hundreds of different mobility use cases. Veritas to be supported employees mobilized! Creation of 3 Service Lines in the implementation of reference sanitary Leisure protocols as part of its “Safety Program.” Professional
Proximity
16 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 5
SEPTEMBER OCTOBER NOVEMBER • As a result of the Europcar Mobility Group • Europcar Mobility • Acceleration of the substantial impact chooses Telefonica and Group launches its “ONE sustainable fleet” of the Covid‑19 crisis Geotab in Europe to flexible long-term rental program thanks on its activities, the connect all the vehicles of solutions: the Group to the partnership Group launches a its fleet by the end of 2023. response to support with NewMotion for the financial restructuring, businesses, particularly electric recharging of The Telefonica and Geotab announcing on to adapt to the Covid-19 our vehicles. solution allows real‑time September 7 its crisis. telematics monitoring of Group target: intention to initiate 5 the rental fleet for a better more than 1⁄3 “green” discussions with customer experience. vehicles (electric, hybrid, the creditors of its GNV) by the end of corporate debt. 2023. • Signing of a strategic alliance with Routes Car Rental, one of the major vehicle rental operators in Canada.
CAR RENTAL • The Group takes a major step in its financial restructuring with the signing of an agreement in principle with its main creditors, thus supporting its “Connect” transformation plan.
ESG RATINGS IN 2020 While 2020 was certainly not an easy year for all mobility players, our Group has nevertheless succeeded in this unique context in significantly improving its corporate social responsibility performance, especially in the environmental responsability area. We are particularly proud of the following ESG ratings:
61/100 Gold Medal B (+15 points VS 2019) (for the very first time) (for our actions related to the fight against climate change)
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 17 Brief presentation of Europcar Mobility Group in 2020 5 PERFORMANCE OF THE GROUP IN 2020
Performance of the Group Breakdown of revenue(1) by Business Unit vs 2019 €1,761m Cars 62% revenue -9pt (-41.7% vs 2019) Vans & Trucks 18% -€172m +6pt adjusted corporate 2020 Low Cost 16% EBITDA (-144% vs 2019) +2pt Urban Mobility 2% +0pt -€645m International Coverage 1% +0pt net income Simplified balance sheet Financial long‑term rating (in millions of euros)
Assets 60 Liabilities Standard & Poor’s Moody’s 8,284 8,284 (3) 7,808 (2) Caa2-PD Non-current 50 Shareholders’ CCC+ 7,808 838 assets Equity 2,898 6,296 846 6,296 Rental fleet 40 2,551 5,953 5,953 Non-current 2,548 190 recorded on 201 liabilities the Balance 2,256 30 Other current Sheet and 2,431 2,698 2,344 2,558 liabilities related receivables 204,047 4,177
Other current 2,625 2,701 4,706 4,898 assets 10 3,408 3,548
1,210 1,210 897 897 2019 2019 2020 2020 2019 2019 2020 2020 pre post pre post pre post pre post IFRS IFRS IFRS IFRS IFRS IFRS IFRS IFRS 16 16 16 16 16 16 16 16
Net corporate debt Corporate free cash flow (in millions of euros) (in millions of euros)
60 20 1,426 118 50 10
40 2020 880 2019 30
20
10
2019 2020 -419
(1) Breakdown of revenue by Business Unit; the new organization by Service Lines was implemented in 2020. The presentation of results by Service Lines will be effective as of 2021. (2) Upgrade on April 9th 2021. (3) Upgrade on April 19th 2021.
18 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 5
60
50
Revenue Adjusted Corporate EBITDA Net income (in millions of euros) (in millions of euros) (in millions of euros)
60 389
2,929 3,022 315 327 5 50 2,832 2020 264 139 61 post 2,412 30 40 IFRS 16 2017 2018 2019 1,761 30 2020 post post IFRS 16 20 IFRS 16 2017 2017 2018 2019 10 pro post forma(1) IFRS 16 -645 -172 2017 2017 2018 2019 2020 pro forma(1)
Shareholder return Capital distribution (at February 26, 2021) Because of the Covid‑19 crisis: cancellation of the payment of Anchorage Capital Group LLC 24.40% the dividend for fiscal year 2019, a measure proposed by the Marathon Asset Management LP 13.09% Supervisory Board as part of the plan deployed by the Group to reduce costs and preserve cash.. Attestor Limited 12.01%
Diameter Capital Partners LP 6.56% King Street Capital Management LP 4.56% Treasury shares 0.20% Other 39.17%
(1) The pro forma 2017 data presented above correspond to the Group consolidated financial statements at December 31, 2017 as presented in Chapter 3 of this Registration Document, adjusted so that the groups of Buchbinder and Goldcar companies are consolidated retroactively in the financial statements of the Group at January 1, 2017.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 19 Brief presentation of Europcar Mobility Group in 2020 5
GROUP EXECUTIVE COMMITTEE (1)
Caroline Parot Fabrizio Ruggiero Olivier Baldassari Chief Executive Officer Group Deputy CEO Group Chief Countries of the Group & Operations officer
Damien Basselier José Blanco Aurélia Cheval Xavier Corouge Group Chief Group Chief Sales officer Group Chief Strategy officer Group Chief Business Product & Technology officer and Customer officer
José Maria Gonzalez Gary Smith Denis Langlois Managing Director, Managing Director, Northern Group Human Southern Europe and Europe and United States Resources Director Australia/New Zealand
Yvonne Leuschner Luc Péligry Franck Rohard Managing Director Group Chief Financial officer Group Secretary General Vans & Trucks Business Unit
(1) On the date of this document.
20 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 5 GOVERNANCE AND MANAGEMENT
BOARD OF DIRECTORS (1)
Alexandre de Juniac Caroline Parot Sylvie Veilleux Martine Gerow 5 Chairman of the Board Member Independent Member Independent Member
Carl A Leaver Simon Franks Adèle Mofiro Member Member Employees representative
(1) On the date of this document.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 21 Brief presentation of Europcar Mobility Group in 2020 5 Key financial indicators
5.1 KEY FINANCIAL INDICATORS
5.1.1 Operational figures
The tables below‑present selected operational, financial PricewaterhouseCoopers and presented in Chapter 3 of this and non‑financial figures that are of importance to the document. Group and illustrate its performance at a global level. The glossary presented in Section 7.8 of this document The consolidated financial statements have been prepared provides definitions for all non-GAAP indicators used by in compliance with the International Financial Reporting the Group to monitor its performance. Reconciliations Standards (“IFRS”) adopted by the European Union as at with GAAP indicators are provided in Chapter 3 of this December 31, 2020. document, in Sections 3.1 “Analysis of the Group’s results” and 3.2 “Group’s Liquidity and Capital Resources”, or directly The financial figures relating to the years ended in the consolidated financial statements in Section 3.4. All December 31, 2018, 2019 and 2020 are derived from the non-GAAP indicators presented in this Chapter above are consolidated financial statements audited by Mazars and marked with an asterisk (*).
Years ended December 31 2020 2019 2018
Rental day volume (in millions) 56.4 91.0 87.7
Average rental fleet (in thousands) (1) 248 328.0 316
Fleet utilization rate (in %) 62.2% 76.0% 76.1%
Points of sale worldwide (in units) 3,553 3,556 3,596 • of which stations operated directly or by agents 1,821 1,923 1,909 • of which stations operated as franchises 1,732 1,633 1,687
(1) Excl. Urban Mobility.
22 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 Key financial indicators 5
5.1.2 Financial indicators Years ended December 31
(in millions of euros, unless stated otherwise)* 2020 2019 2018
Total revenue 1,761 3,022 2,929
Growth in revenue (in %) - 41.7% 3.2% 3.4%
Pro forma growth in revenue (in %) - 41.2% 0.9% n/a Vehicle rental income 1,646 2,839 2,748
Average monthly costs per fleet unit(in euros) - 245 - 230 - 226 MADC 387 1,107 Adjusted corporate EBITDA - 172 389 327
Adjusted corporate EBITDA margin (in %) - 9.8% 12.9% 11.2% Net profit/(loss) for the period - 645 30 139 Net corporate debt 1,426 880 795
Corporate debt leverage (2) n/a 3.2x 2.4x
Net fleet debt (3) 2,112 3,359 4,329
Total net debt (3) 3,539 4,239 5,125 Corporate free cash flow - 419 118 135
Conversion rate for corporate free cash flow (in %) 244% 42% 41%
Basic earnings per share before IFRS 16 (in euros) 0.232 0.870 Basic earnings per share after IFRS 16 (in euros) -3.93 0.181 5 Diluted earnings per share before IFRS 16 (in euros) 0.229 0.860
Diluted earnings per share after IFRS 16 (in euros) -3.93 0.179
Dividend per share for fiscal year (in euros) n/a n/a 0.26
Dividend payout ratio before IFRS 16 (in %) n/a n/a 0.3
Dividend payout ratio after IFRS (in %) n/a n/a
(1) MADC: Margin after direct costs. (2) Includes the acquisition of Fox. (3) In 2019, net debt included vehicle fleet usage rights in accordance with IFRS 16. In 2018, this item included off‑balance‑sheet commitments related to the leasing of the fleet. * Pro forma 2018.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 23 Brief presentation of Europcar Mobility Group in 2020 5 Key financial indicators
5.1.3 Table of results for the last five fiscal years (Article R. 225-102 of the French Commercial Code)
Year ended Year ended Year ended Year ended Year ended 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020 Duration of the fiscal year 12 months 12 months 12 months 12 months 12 months
Share capital at the end of the fiscal year Share capital (at the end of the fiscal year) 143,409,299 161,030,883 161,030,883 163,884,279 163,884,279 Number of ordinary shares 143,409,299 161,030,883 161,030,883 163,884,279 163,884,279
Operations and results Revenue excluding taxes 3,682,317 6,358,765 6,388,261 11,682,568 65,10,298 Profit/(loss) before tax, investment, amortization, depreciation and provisions (29,931,556) (5,137,222) 31,243,366 21,945,796 (63,697,925) Income taxes 16,077,921 20,569,456 30,775,992 21,279,255 6,590,689 Net profit (loss) (15,648,351) (29,264,226) 48,146,509 11,207,882 (225,746,832) Net profit/(loss) distributed 0 0 0 0 0
Profit (Loss) per share Profit/(loss) after tax, investment and before depreciation amortization, depreciation and provisions (0.77) (0.10) (0.16) 0.39 (0.39) Net profit (loss) (0.84) (0.11) (0.18) 0.30 (1.37) Dividend distributed 0 0 0 0 0
Personnel Average workforce 9 12 12 14 11 Payroll 1,0114,172 5,628,280 3,652,338 5,314,142 4,491,143 Amounts paid in benefits (social security, other staff benefits, etc.) 3,180,188 2,217,940 976,988 2,867,807 1,752,145
5.1.4 Non-financial indicators Years ended December 31 2020 2019
Net Promoter Score – NPS (in %) 51.8% (4) 48.0% Full Time Employee (FTE) (1) 8,642 10,434 Headcount at year‑end (2) 9,233 9,802 Workforce Distribution Head Offices 31% 31% Stations 69% 69% Gender breakdown Men 57% 55% Women 43% 45% (3) CO2 emissions of the average fleet (gCO2/km) 130 125
(1) The number relates to the total full‑time equivalent headcount for each month of the year divided by twelve. (2) The number relates to the permanent and non‑permanent physical headcount as at December 31, 2020. Refer to section 4.4.2.1 Implementing dynamic Human Resources Management – “Gender‑breakdown” table for more information. (3) Methodological change made in 2018: weighted average of the Group fleet (excluding Buchbinder). (4) The Net Promoter Score for the Europcar brand is monitored historically as a key performance indicator. A change in calculation methodology explains the updating of the 2019 results. The Group’s Net Promoter Score including all the Group’s trademarks – except Fox and Buchbinder – was 44.1% in 2020 (see details in Chapter 1 – section 1.6.2, Customer satisfaction).
24 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 Non-financial indicators 5
5.2 NON-FINANCIAL INDICATORS
5.2.1 Europcar Mobility Group’s value creation model
Europcar Mobility Group’s value creation model is presented in the introduction to the Universal Registration Document.
5.2.2 Commit Together: the Corporate Social Responsibility program supporting the Group’s Purpose as well as its Strategy
In 2017, our Group initiated a structured Corporate Social Sustainably: Responsibility (CSR) approach with the Commit Together • by being part of the solution for achieving a program in order to share its commitments with all its low‑carbon world, stakeholders. • by being an integral part of companies’ and This program, which was approved by the Group’s governance organizations’ value chain and by contributing to bodies, followed the consultation and an analysis of the local economies. CSR expectations of its principal stakeholders (employees, The heart of our Group’s DNA - through its historical business suppliers, customers, investors and franchisees) as well as - is the desire to responsibly promote mobility for all. Through an analysis of the related impacts, risks and opportunities. Commit Together, we have committed to a process for Commit Together was revised in 2018 to bring it completely achieving progress by setting goals, making commitments in line with the Group’s Purpose: and involving our employees in this momentum. • to offer attractive alternative solutions to vehicle The objectives and commitments of the Commit Together ownership, responsibly and sustainably: program are integrated in the indicators of the Corporate Countries, with strong involvement by executives in directing Responsibly: the actions. • by contributing to the safe mobility of people and 5 By focusing on four main priorities, the Commit Together goods, program supports the Group’s Purpose, as well as its strategy. • by making mobility flexible and accessible to all, • by providing a natural complement to public transport and micro‑mobility solutions,
Make mobility accessible
We are convinced that mobility is a driver of social inclusion, The Group’s efforts in terms of access to mobility are also and in this sense, we consider access to mobility as a key directed at people with reduced mobility, people in unstable factor. This is why Europcar Mobility Group proposes a range employment and young people from socially disadvantaged of offers that is diversified enough to cover all customer communities. needs and budgets and make mobility as widely accessible as possible.
2020 highlights Make mobility accessible to healthcare workers, in exceptional times: This is what Europcar Mobility Group sought to achieve in launching its “Together” program in March 2020, to support healthcare workers’ mobility needs during the Covid‑19 pandemic. Through the program, the Group provided healthcare workers, as well as other front‑line workers in the fight against the pandemic, with access to vehicles for their occasional mobility needs, free of charge or without rental fees. More than 1,000 vehicles and some 100 employees were involved in the scheme in the countries where the Group operates through its subsidiaries.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 25 Brief presentation of Europcar Mobility Group in 2020 5 Non-financial indicators
Act for the environment
By the very nature of its activities, our Group contributes The Group has also structured its “CONNECT” to achieving a low carbon world by offering attractive transformation plan around its ambition to become a major alternatives to car ownership, contributing in this way to the player in sustainable mobility in the coming years. In pursuit reduction of the number of cars on the roads and in our cities. of that goal, at the end of 2019 the Group launched its ”ONE sustainable fleet“ program, which includes plans to have more than a third of its fleet ”green“ (electric, hybrid and plug‑in hybrid vehicles) by the end of 2023.
2020 highlights The “ONE sustainable fleet” program focuses on directing efforts in several key areas, including working closely with car manufacturers to increase the number of “green” vehicles in the Group’s fleet, educating customers, training employees, and developing attractive offers. One of the main drivers for the success of the program is the Group’s ability to develop an electric‑vehicle (EV) charging ecosystem. In November 2020, Europcar Mobility Group entered into a partnership with NewMotion, one of Europe’s leading suppliers of EV charging solutions. The partnership marks an important milestone for the “ONE sustainable fleet” program. NewMotion will equip Europcar Mobility Group stations with smart, easy‑to‑use EV charging points. Customers who rent an electric vehicle from one of the Group’s stations will receive an EV charging card, giving them access to Europe’s largest roaming charging network (more than 170,000 charging points).
Be a responsible employer
As a mobility service company, the Group is well positioned As these new frontiers emerge, the Group is convinced that to observe and respond to the social changes for which its success will be closely tied to the commitment, diversity mobility is one of the main drivers. and development of its employees. Accordingly, the Group intends to continue directing its efforts in these three areas, Today, work and mobility are evolving rapidly. Driven, among while at the same time taking on Board the major social other things, by the digital transformation and the impact of changes that are taking place. the Covid‑19 public‑health crisis, new frontiers are emerging, bringing with them new challenges in terms of organization, well‑being in the workplace and skills development.
2020 highlights The Group has always sought to promote the adoption of new forms of work organization, where possible, to make work more flexible and improve the quality of working life for its employees. Accordingly, Europcar Mobility Group has been progressively introducing telecommuting arrangements for employees based at its corporate headquarters following the signing of a telecommuting agreement in 2019. In 2020, these arrangements were generalized more widely. Thus, at the Group’s and at its French headquarters, telecommuting was formally adopted through two agreements implementing 50% telecommuting for employees whose jobs are compatible with this change. To support this policy and maintain social ties, several initiatives have been put in place, including the preparation and circulation of two practical guides for managers designed to help them support telecommuting employees, and also to conduct interviews with them to discuss their experience on returning to work post‑lockdown.
26 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 Non-financial indicators 5
Share our business ethics
We take pride in our values and constantly strive to adhere The Group also believes it is important for all its stakeholders to our business ethics, which is a key factor for enhancing to embrace its commitments, as set out in its Code of our customers’ trust and loyalty. Ethics, and to involve them in its ongoing efforts. This belief is reflected in the policies and programs we implement Our customers’ safety is our number‑one priority, and their to consolidate our business ethics, and in our regular satisfaction is at the center of everything we do. These awareness campaigns. two core values are what drives us to constantly seek to improve performance in terms of both customer safety and satisfaction.
2020 highlights The safety of our customers and employees is our number‑one priority and we reaffirmed it during the Covid‑19 crisis. At the beginning of the pandemic, the Group launched its “Safety Program” with the aim of reinforcing cleaning and hygiene measures across all of its agencies and rental fleets to ensure the safety of its customers and employees. The program is based on the recommendations of the public‑health authorities and incorporates best cleaning and disinfection practices in light of the public‑health crisis. In 2020, to consolidate its “Safety Program”, the Group entered into a partnership with Bureau Veritas – the world leader in testing, inspection and certification services – covering all its agencies and rental fleets in 14 different countries. As a result of the partnership, the Group is able to better assess its processes and practices and can count on support for implementing standard sanitary protocols.
5
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 27 Brief presentation of Europcar Mobility Group in 2020 5 Non-financial indicators
Commit Together’s contribution to the United Nations SDGs (Sustainable Development Goals) In 2005, the Group was the first operator in the vehicle rental the United Nations Convention against Corruption - and sector to adhere to the principles of the United Nations Global to contribute to the achievement of the 17 United Nations Compact. Every year since then, the Group has reaffirmed Sustainable Development Goals (SDG). its commitment to adhere to all 10 principles - based on the Specifically, the Group has committed to help achieve the Universal Declaration of Human Rights, the ILO Declaration, following goals where it believes it can take relevant action: the Rio Declaration on Environment and Development, and
Commit Together Program
Make mobility accessible Offer a broad variety of mobility solutions that are alternatives to individual car ownership Ensure the accessibility of our offers, regardless of our customers’ needs or budget
Be a responsible employer Implement dynamic Human Resource Management practices
Develop a labor policy to promote dialogue Make diversity an accelerator of the Group’s transformation Attract talents, develop them and support employees’ career paths
Act for the environment
Measure the Group’s carbon footprint Implement a full range of actions to reduce the Group’s carbon footprint
Share our business ethics Propose a service that complies with the highest safety standards
Target a high level of customer satisfaction
Source responsibly
Exercise a duty of care
Combat corruption
Drive our business ethics
28 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Brief presentation of Europcar Mobility Group in 2020 Non-financial indicators 5
5.2.3 ESG ratings in 2020
In 2020, as a result of its ongoing implementation of the Commit Together program, the Group saw an improvement in its non‑financial ratings.
Description Rating 2020 rankings MSCI ESG rates companies on a scale from Stable regarding 2019 “AAA to CCC” based on their exposure AA Scoring scale from “Leader” status to ESG risks and the way in which these CCC to AAA risks are managed, and how they stand compared to their peers. Vigeo Eiris is an independent global provider Progress from 46 to 61, of ESG research and services for investors, 61 with a 15‑point increase Scoring scale public and private organizations and NGOs. regarding 2019 on 100 It provides support for financial and 4th out of 21 companies managerial decision‑making, allowing its in the sector clients to make better informed investment decisions with a view to achieving medium- and long‑term performance CDP is the largest environmental reporting Stable regarding 2019; platform dedicated to companies and B Higher performance Scoring scale from cities. The rating scale from D- to A allows compared to sectorial D- to A these actors to measure and manage their average environmental impacts. Europcar Mobility Group implements sustained actions with respect to climate issues 5 Mandated by the Secretary of State for 59.22 Changed from 24th to Gender Equality and the Fight against 65th out of 119 companies Rated out of 100 Discrimination, ConvictionsRH established the 7th edition of the Ranking for Female Representation on the Governing Bodies of “SBF 120” companies (the 120 companies with the most actively traded stocks on the Paris stock market). Sustainalytics measures companies’ ability Up from 17.4 to 12.1, to proactively manage the environmental, 12.1 i.e. a marked 5‑point Rated on a scale social and governance‑related risks progression compared to from 40+ to 0 associated with their activities. Based on 2019 (inverted scale, a structured, objective and transparent where 0 = negligible 2nd out of 327 companies methodology, it provides an assessment risk and 100 = in the Transport sector on companies’ ability to mitigate risks and severe risk) capitalize on opportunities. Group demonstrating better control of ESG risks
EcoVadis proposes a full CSR rating service Up 6 points compared through a global SaaS (Software as a 70 to 2019 Scoring scale on Service) platform. 100 “Gold” medalist EcoVadis ratings focus on a wide range In the top 5% of rated of non‑financial management systems companies with particular emphasis on the following themes: Environment, Social & Human In the top 3% of Rights, Ethics and Responsible Purchasing. companies in its sector Companies are rated on essential issues In the top 2% for depending on their size, location and sector environmental and social of activity. issues
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 29 Brief presentation of Europcar Mobility Group in 2020 5 Non-financial indicators
Description Rating 2020 rankings
ISS ESG ratings are used by investors to C Stable regarding 2019 formulate and implement responsible Scoring scale from “Medium ” rating investment policies and practices, to D- to A+ commit to responsible investment issues and to monitor portfolio companies’ practices. They also provide climate data and research and advisory services to help financial‑market players understand, measure and act on climate‑related risks across all categories of assets. Gaia Rating is a rating agency run by 75 Up 1 point compared to EthiFinance. It is a meeting point for small 2019 52nd out of the 230 Scoring scale on and medium‑sized companies and their companies rated by Gaïa 100 investors. (all sectors, France) Their ratings are used by financial players to 39th out of the 81 identify high‑performing companies and to companies in the “Over incorporate ESG criteria in their investment 500 million euros in decisions. revenue” category In the Gaïa 2019 index of the 70 most high‑performing French companies on ESG issues
30 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Significant Post-Closing Events 6
SIGNIFICANT 6 POST-CLOSING EVENTS
• Financial Restructuring • Change in the Executive Committee of Europcar Mobility Group Europcar Mobility Group announces on January 20, 2021 that all of the resolutions necessary for the implementation After 10 years within the Europcar Mobility Group, Fabrizio of the financial restructuring plan have been approved, Ruggiero, Group’s Deputy CEO, will leave the company at allowing the Group to finalize the implementation of this the end of August, to take up a new professional challenge. comprehensive plan, which provides in particular for a As a consequence, he will step down from his position as massive reduction in the Group’s corporate debt of 1.1 billion Deputy CEO in charge of the Service Lines, the Vans & Trucks euros through a capital conversion as well as a significant BU, e‑commerce, sales, brand management, customer injection of new liquidity, with capital contributions and engagement and international partner development. the granting of new fleet financing (for a total amount of approximately 500 million euros). The Board of Directors would like to thank him for his strong contribution to the development and the transformation of On February 3, 2021, the Commercial Court of Paris approved the Group. First as Italy Country Manager, then as a Deputy the accelerated financial safeguard plan. CEO of the Group, Fabrizio constantly strived to make On February 4, 2021, the Group launched the capital increase, Europcar Mobility Group the European N° 1 of vehicle rental maintaining shareholders’ preferential subscription rights for that it is today, notably expanding its global network as well an amount of 50 million euros. as its brands portfolio. On February 26, 2021, the Group successfully completed its Following the first deliveries of the Group’s new transformation financial restructuring: plan (“Connect”), Europcar Mobility Group is now ready to fully leverage the market recovery which is imminent: in that 1) Conversion into capital of the 2024 Bonds and the perspective, Fabrizio Ruggiero and his teams will, over the 2026 Bonds (450 million euros and 600 million euros, next few months, focus on the best execution of the Group’s respectively) and the Crédit Suisse borrowing of plans for the peak season. 50 million euros. 2) 250 million euros of new liquidity via share capital increase. 3) Implementation of the refinancing of the RCF of 670 million euros via the set‑up of a Term Loan of 500 million euros and 6 a new RCF of 170 million euros. 4) 225 million euros of additional financing lines, dedicated to the rental fleet. 5) New Governance, with a Board of Directors chaired by Mr. Alexandre de Juniac.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 31 Corporate governance report 7
CORPORATE 7 GOVERNANCE REPORT
Part of this Chapter corresponds to the Board of Directors’ The Combined Shareholders’ Meeting of January 20, 2021 report on Corporate Governance as set out in Article concerning the implementation of the Safeguard Plan L. 225‑37 of the French Commercial Code (see Chapter 7.6 of approved the establishment of a new form of governance, this Universal Registration Document “Concordance table implemented on February 26, 2021. Since that date, the with the annual financial report and the management Company has been a joint stock company under French report”) and includes in particular information relating to the law (société anonyme) with a Board of Directors governed composition of the Board and conditions for the preparation by Articles L. 225‑17 to L. 225‑56 and Articles L. 22‑10‑1 to and organization of its work, the organization of governance L. 22‑10‑78 of the French Commercial Code, in place of and the compensation policy for corporate officers. the previous structure with a Management Board and Supervisory Board. It is reminded that during 2020 the Company was a joint stock company (French société anonyme) with Supervisory The purpose of this Chapter is to present the new governance Board and Management Board. established on February 26, 2021 as a result of the Safeguard Plan, as well as the governance which the Company applied in 2020.
Presentation of changes that occurred in 2020 and up to the date of this document
Effective date Changes
General Meeting of Expiration of the term of office of Amandine Ayrem on the Supervisory Board June 12, 2020 Expiration of the term of office of Kristin Neumann on the Supervisory Board Appointment of Martine Gerow as a member of the Supervisory Board for a four‑year term that expires at the end of the Annual General Meeting called in 2024 to approve the financial statements for the fiscal year ended December 2023 Appointment of Sophie Flak as a member of the Supervisory Board for a four‑year term that expires at the end of the Annual General Meeting called in 2024 to approve the financial statements for the fiscal year ended December 2023 June 17, 2020 Resignation of Albéric Chopelin from his seat on the Management Board on June 17, 2020, and accepted by the Board of Directors at its meeting of July 1, 2020 Supervisory Board Acknowledgment by the Supervisory Board on August 28, 2020 of the appointment of meeting of August 28, Alessandro Ricciotti by the European Works Council, at its meeting of July 29, 2020, as a 2020 member of the Supervisory Board of the Company representing the employees, for a term of office of four years that expires at the end of the Annual General Meeting called in 2024 to approve the financial statements for fiscal year 2023
Resignation of Eric Schaeffer from the Supervisory Board Cooptation of Mr. Antonin Marcus as a member of the Supervisory Board to replace Mr. Eric Schaeffer for the remainder of Mr. Eric Schaeffer’s term of office, i.e. until the end of the shareholders’ Ordinary General Meeting called in 2022 to approve the financial statements for fiscal year 2021 General Meeting of Approval of the cooptation of Antonin Marcus as a member of the Supervisory Board January 20, 2021 Modification of the structure of the company by adoption of the form of a joint stock company (French société anonyme) with Board of Directors Appointment of Jean-Paul Bailly to serve as Director Appointment of Caroline Parot to serve as Director Appointment of Virginie Fauvel to serve as Director Appointment of Martine Gerow to serve as Director Appointment of Carl Leaver to serve as Director Appointment of Paul Copley to serve as Director
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Effective date Changes
Board of Directors’ meeting End of the terms of office of the members of the Supervisory Board of February 26, 2021 Acknowledgment of the resignation of Jean-Paul Bailly as a member of the Board of Directors Acknowledgment of the resignation of Paul Copley as a member of the Board of Directors Cooptation of Mr. Alexandre de Juniac as a Director, to replace Mr. Jean-Paul Bailly, for the remainder of Mr. Jean-Paul Bailly’s term of office, i.e., until the end of the shareholders’ Ordinary General Meeting called in 2022 to approve the financial statements for fiscal year 2021 Cooptation of Mr. Simon Franks as a Director, to replace Mr. Paul Copley, for the remainder of Mr. Paul Copley’s term of office, i.e. until the end of the shareholders’ Ordinary General Meeting called in 2025 to approve the financial statements for fiscal year 2024 Due notice by the Board of Directors of the appointment of Ms. Adèle Mofiro by the European Works Council, at its meeting of February 11, 2021, as a member of the Board of Directors of the Company representing the employees, for a term of office of four years that expires at the end of the Annual General Meeting called in 2025 to approve the financial statements for fiscal year 2024 Appointment of Mr. Alexandre de Juniac as Chairman of the Board of Directors Appointment of Ms. Caroline Parot to serve as Chief Executive Officer Appointment of Mr. Fabrizio Ruggiero as Deputy Chief Executive Officer Board of Directors’ Acknowledgment of the resignation of Ms. Virginie Fauvel as a member of the Board of Meeting of May 17, 2021 Directors Cooptation of Ms. Sylvie Veilleux as a Director, to replace Ms. Virginie Fauvel, for the remainder of Ms. Virginie Fauvel ‘sterm of office, i.e. until the end of the shareholders’ Ordinary General Meeting called in 2023 to approve the financial statements for fiscal year 2022 May 26, 2021 Announcement of the departure of Mr. Fabrizio Ruggiero, Deputy CEO, from the Company at the end of August 2021
7
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7.1 PRESENTATION OF GOVERNANCE AS AT THE DATE OF THIS DOCUMENT
7.1.1 Board of Directors and Committees
Summary presentation of the members of the Board of Directors and its Committees
Personal Information Experience Position on the Board
Number Initial of offices date of End of Seniority Partici‑ Number of in listed appointment term on the pation in Age Gender Nationality shares companies Independence as Director of office Board Committees
Alexandre 58 years M French 1,000,000 3 02/26/2021 2021 0 DE JUNIAC Financial Statements
Caroline PAROT 49 years F French 149,057 2 Chief 01/20/2021 2022 0 (1) Executive Financial Officer Statements
Sylvie VEILLEUX 56 years F Canadian, 0 0 01/20/2021 2022 0 and French Financial Statements
Martine GEROW 60 years F French and 500 1 01/20/2021 2023 0 (2) American Financial Statements Carl LEAVER 53 years M British 0 1 No 01/20/2021 2024 0 Financial Statements Simon FRANKS 49 years M British 0 1 No 02/26/2021 2024 0 Financial Statements
Adèle MOFIRO 53 years F French 0 0 No 02/26/2021 2024 0 (3) Financial Statements
(1) Ms. Caroline Parot joined the Group in 2011, and was appointed Chief Executive Officer of the Company for the first time on July 22, 2016. At the General Meeting on January 20, 2021, she was appointed as a member of the Board of Directors, before being reappointed Chief Executive Officer by the Board of Directors on February 26, 2021. (2) Ms. Martine Gerow was appointed for the first time at the General Meeting of June 12, 2020 as member of the Supervisory Board. (3) Adèle Mofiro was first appointed as a member of the Supervisory Board representing employees during the meeting of the European Works Council held at the end of 2018. This appointment was noted by the Supervisory Board during its December 21, 2018 meeting.
The separation of the offices of the Company’s bodies and ensures that the Directors are Chairman of the Board of Directors able to perform their mission. and Chief Executive Officer A Board of Directors composed The Board of Directors decided on February 26, 2021 to of seven members with balanced separate the offices of the Chairman of the Board of representation by women and men Directors and Chief Executive Officer of the Company. On the date of this document, the Company’s Board of As a result, in addition to the appointment of Ms. Caroline Directors is composed of 3 women and 3 men, excluding Parot to serve as Chief Executive Officer and Mr. Fabrizio the member representing the employees: Ruggiero to serve as Deputy Chief Executive Officer, Mr. Alexandre de Juniac was appointed Chairman of the • Independent members: Mr. Alexandre de Juniac, Company’s Board of Directors. Article 13 of the Company’s Ms. Sylvie Veilleux, Ms. Martine Gerow; by‑laws defines the appointment procedures and the powers • Chief Executive Officer: Ms. Caroline Parot; of the Chairman of the Board of Directors. The Chairman of the Board chairs the meeting of the Board of Directors and • Directors representing certain shareholders: Mr. Carl establishes its agenda. He organizes and directs the work Leaver, Mr. Simon Franks; of the Board and reports that work to the Shareholders’ • Member representing employees: Ms. Adèle Mofiro. Meeting. The Chairman ensures the correct operation of
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Profile, experience and expertise of Board members
MR. ALEXANDRE DE JUNIAC (INDEPENDENT MEMBER)
Chairman of the Board of Directors Chairman of the Strategic Committee and the Compensation and Nominations Committee Member of the Audit Committee
Positions and offices held
Offices and positions currently held outside companies controlled (1) by the Company Age and nationality • Director of Edenred (2) 58 years – French • Director of Arkema (2) Business address Other positions and offices held over the last five years 13 ter, bd Berthier • Chairman and Chief Executive Officer of Air France KLM from 2013 to 2016 75017 Paris • Member of the Supervisory Board of Vivendi from 2013 to 2017 Date of cooptation Board of Directors’ Management experience meeting of February 26, 2021 • Alexandre de Juniac is a graduate of the École Polytechnique de Paris and of the École Nationale de l’Administration (ENA). Date of renewal N/A • Alexandre de Juniac started his career with the French Council of State between 1988 and 1993, where he successively held the positions of Auditor, Legal Adviser and then Expiration of term of Deputy Secretary-General. Between 1993 and 1995, he was Technical Adviser and then office Deputy Director to the Office of Nicolas Sarkozy, Minister of the Budget. Sharholders’meeting called to approve the • In 1995, he joined the Thomson SA Group (later Thalès) as Head of Development and financial statements for Planning. In 1997, he was appointed Head of Sales at Thalès Avionics, then Secretary- fiscal year 2021 General of Thalès (1999‑2004), Deputy Chief Executive Officer of Thalès Air Systems (2004‑2008) and Chief Executive Officer for Asia, Africa, the Middle East and Latin Number of shares held America in May 2008. directly in the Company 1,000,000 • Between June 2009 and September 2011, he was Chief of Staff to Christine Lagarde, the Minister for the Economy, Finance and Employment. • Between 2011 and 2013, he was Chairman and Chief Executive Officer of Air France then, until July 2016, Chairman and Chief Executive Officer of Air France – KLM. Alexandre de Juniac was also a member of the Supervisory Board of Vivendi between 2013 and 2017.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. 7 (2) French listed company.
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MS. CAROLINE PAROT
Chief Executive Officer Member of the Board of Directors and Member of the Strategic Committee
Positions and offices held
Positions and offices currently held: (i) within the Europcar Group • Chief Executive Officer of Europcar Mobility Group Age and nationality (ii) Excluding companies controlled (1) by the Company 49 years – French • Member of the Board of Directors and the Audit Committee of Worldline S.A. (2) Business address 13 ter Boulevard Berthier Other positions and offices held over the last five years 75017 Paris • Chairwoman of the Management Board of Europcar Mobility Group Date of appointment • Member of the Board of Directors of Car2Go Europe GmbH Shareholders’meeting of • Chairwoman of Europcar Services, Unipessoal, Lda (Portugal) January 20, 2021 Management experience Date of renewal N/A • Caroline Parot is Chief Executive Officer of Europcar Mobility Group. Expiration of term • She joined Europcar Mobility Group in 2011 and was appointed Chief Financial officer of office in March 2012 and then appointed General CFO. Shareholders’ Meeting called to approve the • Previously, she had held the positions of Group Controller (2009‑2011) and member of financial statements for the Executive Committee (2010‑2011) with the Technicolor Group, and was responsible fiscal year 2021 for the restructuring of Thomson-Technicolor’s debt. She also served as Technicolor’s Chief Financial officer for the Technology sector (2008‑2009) and as controller in the Number of shares held Department of Intellectual Property and License Management (2005‑2008). directly in the Company 149,057 • Until 2005, she was an auditor with Ernst & Young, where she began her career in 1995. • Ms. Parot holds a DEA in Mathematical Economics from the Panthéon-Sorbonne Paris I University and a Master’s in Finance from the École Supérieure de Commerce de Paris. She also holds a DESCF (an accounting and financial diploma).
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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MS. SYLVIE VEILLEUX (INDÉPENDANT MEMBER)
Member of the Board of Directors Membre of the Startegic Committee and Compensation and Remuneration Committee
Positions and offices held
Positions and offices currently held: • Chairwoman of Cinchy.com Age and nationality Other positions and offices held over the last five years 56 years – American • CIO – Dropbox.com Canadian • VP Enterprise Information Technology and Security – Mozilla.com Business adress • Senior Director Corporate Infrastructure – Salesforce.com 13 ter Boulevard Berthier • VP Platform Engineering – Franklin Templeton Investments 75017 Paris Expérience en matière de gestion Date of cooptation Board of Directors on Sylvie Veilleux is a strategic global technology leader and CIO. She has delivered May 17, 2021 transformative, data‑driven solutions to move organizations and technology forward Ratification submitted during periods of hyper‑growth and maturation for some of today’s largest and growing to the Shareholders’ technology organizations – including Apple, Salesforce, Mozilla and Dropbox. As first CIO meeting on June 30, at Dropbox, Sylvie Veilleux built a world‑class IT function to enable company and revenue 2021 growth and scale pre and post IPO and led their first M&A integrations as a public company. Prior to Dropbox, she has led IT, security, engineering and infrastructure teams in storied Date of renewal Silicon Valley companies. NA Expiration of term of office Shareholders’meeting called to approve the financial statements for fiscal year 2022 Number of shares held directly in the Company 0
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company. 7
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MS. MARTINE GEROW (INDEPENDENT MEMBER)
Member of the Board of Directors Chairwoman of the Audit Committee and Member of the Strategic Committee
Positions and offices held
Offices and positions currently held outside companies controlled (1) by the Company • Executive Vice-President Finance at American Express Global Business Travel (USA) Other positions and offices held over the last five years Age and nationality • Executive Vice-President of Carlson Wagonlit Travel (USA) 60 years – French and • Chairman of the Audit Committee of Bpifrance Participations S.A. American • Member of the Audit Committee of HSBC France Business address • Chairman of the Audit Committee of Keolis 13 ter, bd Berthier 75017 Paris Management experience Date of appointment • Martine Gerow joined Pepsico in the United States in 1989, before being appointed Shareholders’meeting of interim CFO at BN in France in 1995, then becoming Chief Financial officer of Pepsico January 20, 2021 France in 1998. In 2002, she joined the Danone Group as CFO of the Beverages division Date of renewal before becoming Financial Controller for the entire Group in 2005. N/A • In 2005, Ms. Gerow joined Campofrio Food Group in Madrid as Chief Financial officer Expiration of term of before returning to France in 2010 to become Deputy CEO for finance at Solocal Group office (PagesJaunes). After spending three years as Executive Vice-President and Chief Shareholders’ meeting Financial officer at Carlson Wagonlit Travel, Martine Gerow went to London to serve called to approve the as Executive Vice-President Finance at American Express Global Business Travel, a financial statements for position she holds today. fiscal year 2023 • Martine Gerow has solid experience as a Chair and/or member of the audit committees of Number of shares held major companies, including Keolis, Bpifrance Participations and HSBC. Her international directly in the Company background, her financial expertise and her experience in digital transformation at 500 Solocal and in the transport sector at Keolis would be strong assets for the Supervisory Board of the Company. • Martine Gerow is a graduate of HEC Paris and of Columbia University in New York City.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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MR. CARL LEAVER
Member of the Board of Directors Member of the Strategic Committee and the Compensation and Nominations Committee
Positions and offices held
Offices and positions currently held outside companies controlled (1) by the Company • Chairman of the Board of Directors of TOPHAT ENTERPRISES Ltd (since 2019) • Chairman of the Board of Directors of LEBARA Group BV (since 2019) Age and nationality 53 years – British Other positions and offices held over the last five years Business address • Chairman of the Board of Directors of EIRCOM Group and EIRCOM Ltd 13 ter, bd Berthier • Chairman of the Board of Directors of C1 2014 Ltd 75017 Paris • Executive Vice-Chairman and Group CEO of LADBROKES Coral Group and GALA Coral Group Date of appointment Shareholders’ meeting Management experience of January 20, 2021 Date of renewal • Carl Leaver is Chairman of Lebara, a telecommunications company controlled by N/A private equity firms Alchemy and Triton, and Chairman of TopHat Enterprises, a manufacturer and developer of modular housing majority‑owned by Goldman Sachs. Expiration of term of He was previously Chairman of Eircom Group in Ireland, which he helped to sell in office April 2018, and Carluccio’s. Shareholders’meeting called to approve the • Carl’s most recent executive role was as Group Chief Executive of Gala Coral, where he financial statements for led a turnaround of the business before merging with Ladbrokes plc in November 2017, fiscal year 2024 delivering substantial returns for its private equity shareholders. Subsequent to the merger, as Executive Deputy Chairman, he took responsibility for integrating the two Number of shares held businesses realising cost synergies of over £160m per annum, before negotiating directly in the Company headline terms for the sale of the combined business to GVC plc as he left the Company. 0 • Prior to Gala Coral, Carl was Director of International, Home and Direct at Marks & Spencer, CEO of De Vere Group plc and Managing Director of Travel Inn, now Premier Inn. Before this, he held a number of positions in the hotel industry and traded equity derivatives at Nomura, having started his career on the Mars graduate programme.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. 7
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MR. SIMON FRANKS
Member of the Board of Directors Member of the Strategic Committee and the Compensation and Nominations Committee
Positions and offices held
Offices and positions currently held outside companies controlled (1) by the Company • Redbus Group Limited, Redbus Outdoor (Malls) Limited, Redbus Media Limited, Redbus Ventures Ltd, Redbus On demand Limited, Redbus Productions Limited Redbus Age and nationality Television Limited 49 years – British • Polygram Group Ltd, Polygram Pictures Ltd, Polygram Ltd Business address • Longleat Estate Holdings Ltd 13 ter, bd Berthier • 18‑24 Ltd 75017 Paris • 7 APP Ltd • Heath Street Ltd Date of cooptation • NGS Foundation Board of Directors’ • The Ruit Foundation meeting of February 26, • Shahnaz Foundation 2021 • Franks Family Foundation Date of renewal Other positions and offices held over the last five years N/A Not applicable Expiration of term of office Management experience Sharholders’meeting called to approve the • Simon Franks has founded a number of successful companies, including the first online financial statements for motion picture distribution company in Europe and Redbus Film Distribution “RFD”, fiscal year 2024 (now Lionsgate) the British company with the fastest growth between 1999 and 2003, Number of shares held for which he was awarded the Sunday Times Fast Track award. Following the acquisition directly in the Company of RFD by Lionsgate Inc., Simon Franks spent three years as a special adviser to the 0 CEO and supervised mergers and acquisitions in Europe and Australia. • Simon Franks was a co‑founder of LoveFilm, later bought by Amazon Inc, and was the founder of Redbus Ventures, one of the most active startup backers in the United Kingdom. In 2013, Simon Franks was selected as one of the world’s 100 top innovators in the “BA Ungrounded” Campaign for the G8 summit. • Since 2009, Simon Franks has also focused on philanthropy, creating the Franks Family Foundation. The FFF carries out health education and pediatric health initiatives in Cambodia, Laos and Nepal. The FFF’s New Generation Schools program was promoted by the OECD as one of the most efficient educational interventions in developing countries. Simon is a member of the Cambodian Government Board overseeing NGS schools in Cambodia, where he is also the International Chairman of The Lake Clinic. Simon Franks is also an advisor to Tilganga Hospital in Kathmandu and co‑founder of the only modern and free pediatric hospital unit in Laos.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code.
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MS. ADÈLE MOFIRO
Member of the Board of Directors representing the employees Member of the Compensation and Nominations Committee
Positions and offices held
Positions and offices currently held (i) within companies controlled (1) by the Company Not applicable Age and nationality (ii) Excluding companies controlled (1) by the Company 53 years – French Not applicable Business address 13 ter Boulevard Berthier Other positions and offices held over the last five years 75017 Paris Not applicable Date of appointment Board of Directors’ Management experience meeting on February 26, 2021 following the • After university studies and a Master’s degree in International Business law, Adèle appointment by the Mofiro joined a Paris‑based law firm as a legal and administrative assistant. European Works Council • In 2000, she joined Europcar France through one of its core businesses, the central on February 11, 2021 reservation service. Adèle Mofiro then joined Customer Service, then the Credit Date of renewal Department in 2002, where she managed foreign tour operators. N/A • In 2007, she joined the Insurance Department as a Customer Remedy Analyst. Expiration of term • After spending 10 years with Europcar France, Adèle Mofiro obtained a Master 2 in of office insurance law, before being appointed Damages Supervisor, then the advisor for Shareholders’ meeting complex cases in 2017. called to approve the financial statements for • At the end of November 2018, Adèle Mofiro was elected to the Company’s Supervisory fiscal year 2024 Board as a member representing employees and her term ended with the change in the corporate structure of the Company at the beginning of 2020. Number of shares held directly in the Company • In February 2021, Adèle Mofiro was elected to the Company’s Board of Directors as a 0 member representing the employees.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. A Board of Directors assisted by three Committees 7 Article 16 of the Company’s by‑laws stipulates that the The Board of Directors, at its meeting of February 26, Board of Directors may form committees within the Board 2021 decided to create a Strategic Committee, an Audit responsible for looking into matters that it or its Chairman Committee, and Compensation and Nominations submit for their examination and opinion. It determines the Committee. It determined the members of the Strategic composition and remit of these committees which carry out Committee. Then the Board of Directors, at its meeting on their duties under its supervision. April 6, determined the members of the Nominations and Compensation Committee.
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Summary presentation of the members of the Committee
Compensation Board of Strategic Audit and Nominations Directors Committee Committee Committee Composition Composition Composition Composition
Alexandre DE JUNIAC Chairman Chairman Chairman Caroline PAROT Sylvie VEILLEUX Martine GEROW Chairwoman Carl LEAVER Simon FRANKS Adèle MOFIRO
7.1.2 Chief Executive Officer and Deputy Chief Executive Officer
Chief Executive Officer Article 14 of the Company’s by‑laws defines the appointment these powers within the limitations of the corporate purpose procedures and the powers of the Chief Executive Officer. and subject to the powers expressly attributed by law to The CEO is vested with the broadest powers to act under any shareholders’ meetings and to the Board of Directors. He circumstances in the name of the Company. He exercises represents the Company in its relations with third parties.
MS. CAROLINE PAROT
Chief Executive Officer Date of appointment: Board of Directors’ meeting of February 26, 2021 Date of renewal: N/A Expiration of term of office: indefinite For more information, the reader is invited to refer to Section 7.1.1 Board of Directors and Committees
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Deputy Chief Executive Officer Article 14 of the Company’s by‑laws defines the appointment Board of Directors in consultation with the Chief Executive procedures and the powers of the Deputy Chief Executive Officer. The Deputy Chief Executive Officer has the same Officer who is tasked with assisting the Chief Executive powers as the Chief Executive Officer with respect to third Officer. The scope and duration of the powers granted parties. to Deputy Chief Executive officers are determined by the
MR. FABRIZIO RUGGIERO
Deputy Chief Executive Officer
Positions and offices held
Positions and offices currently held (i) within the Europcar Group • Sole Director of Europcar Lab Italy Srl • Director of Europcar Italia S.p.A. • Director of GoCar Carsharing Limited Age and nationality 51 years – Italian (ii) Excluding companies controlled (1) by the Company Business address Not applicable 13 ter Boulevard Berthier Other positions and offices held over the last five years 75017 Paris • President of ANIASA – National Association for Companies operating in Car & Van Date of appointment Rental and Automotive services Board meeting of • Director of Wanderio S.p.A. February 26, 2021 Date of renewal Management experience N/A Fabrizio Ruggiero joined the Europcar Mobility Group in May 2011 and was named Managing Expiration of term of Director of Europcar Italia S.p.A. and Head of Mobility for the Group. office indefinite From 2007 to 2011, he served as General Manager of the Italian company Leasys, a company controlled by Fiat Group Automobiles and Crédit Agricole and a leader in “long‑term Number of shares held commercial” rentals in Italy. directly in the Company 71,136 ordinary shares Also at Leasys, he served as Director of Sales and Marketing from 2005 to 2007 and as Director of Operations from 2004 to 2005. Mr. Ruggiero had previously been a manager of Bain & Company Italy (Rome office) from 2000 to 2004 and a consultant with Accenture (Rome office) from 1997 to 2000. He holds a Master’s in business management from the MIP Politecnico di Milano (1999) and 7 a management diploma from the Università degli Studi di Roma (1995).
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code.
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7.1.3 Information concerning members of the Boards of Directors which cooptation or appointment is proposed to the annual Shareholders’ Meeting
MR. ALEXANDRE DE JUNIAC (INDEPENDENT MEMBER)
Date of cooptation: Board of Directors on February 26,2021 Ratification of the cooptation submitted to the shareholders’ meeting on June 30,2021 Date of renewal: NA Expiration of term of office : shareholders’s meeting called to approve the financial statements for fiscal year 2021 For more information, please refer to the Section 7.1.1.
MR. SIMON FRANKS
Date of cooptation: Board of Directors on February 26,2021 Ratification of the cooptation submitted to the shareholders’s meeting on June 30,2021 Date of renewal: NA Expiration of term of office : shareholders’s meeting called to approve the financial statements for fiscal year 2024 For more information, please refer to the Section 7.1.1.
MS. SYLVIE VEILLEUX (INDEPENDENT MEMBERS)
Date of cooptation: Board of Directors on May 17,2021 Ratification of the cooptation submitted to the shareholders’s meeting on June 30,2021 Date of renewal: NA Date de fin de mandat: shareholders’s meeting called to approve the financial statements for fiscal year 2022 For more information, please refer to the Section 7.1.1.
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MS. CAROL SIROU (INDEPENDENT MEMBERS)
Director
Positions and offices held
Positions and offices currently held excluding companies controlled by EMG • Qivalio: independent members of the Board of Directors, Chairwoman of the Audit Committee, Member of the Governance Committee (since June 2020) • Exane: independent members of the Board of Directors, member of the Risk Committee (since February 2019) Age and nationality • Agence France Locale: independent members of the Board of Directors, Audit 53 years – French Committee, and Governance Committee (since September 2018) • Safineia Advisors LLC: Founder & CEO (since November 2018) Business adress 13 ter bd Berthier Other positions and offices held over the last five years 75017 Paris • S&P Ratings France: executive member of the Board od Director (From January 2015 to May 2018)
Management Experience
Carol Sirou is an independent Director and consultant, with more than 25 years experience in management positions in Europe and the United States. Before becoming CEO of S&P France in 2009, she rose through the ranks of Standard & Poor’s Ratings. She then headed the activities of the rating through the subprime crisis and the euro zone (2008‑2014). In 2014, she joined S&P headquarters in New York, before being appointed Global Chief Compliance officer of S&P Global Inc., parent company of S&P Rating in 2016. She is currently an independent Director of three companies in the financial services: Agence France Locale, a bank specializing in financing of local authorities, Exane, a joint venture of the BNP group Paribas specializes in Cash Equity, Derivatives and asset management, and Qivalio, a European rating agency, independent research and advice in the field of sustainable finance. As Chairman of the Qivalio Audit Committee and member of the committees audit and risks of AFL and Exane, she brings her knowledge of the subjects financial, good governance and compliance as well as a perspective international, especially American, in terms of market development financial and regulatory matters. In addition, as part of his philanthropic activities and his interest in education subjects, she is also a Director of United Nations International School (UNIS) in New York and the Dauphine USA Foundation. 7 In 2018, she founded Safineia Advisors LLC, which provides consulting services management, risk and governance consulting. A graduate of Sciences Po Paris, she holds a Master’s degree in finance of Paris Dauphine University and a management program the University of Virginia Darden Business School.
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LAURENT DAVID
Censor
Position and offices held
Positions and offices currently held in companies not controlled by Europcar Mobility Group • Director - Carraun Telecom Holdings Limited (Ireland) • Director - Colba Directorship, S.L. Positions and offices held over the last five years Age and Nationality 34 years – French • Director - PHS Group Investments Limited • Director - PHS Holdco Limited Professional address 13 ter bd Berthier Management experience 75017 Paris Date first appointment • Laurent David, Managing Director, joined Anchorage as an Analyst in March 2013 Submitted to the and leads the European Corporate Research team. He is a member of Anchorage’s approval of the European CLO and CDO Investment Committee. Shareholders’s meeting • Prior to joining Anchorage, he worked at Morgan Stanley in London as an Analyst in on June 30,2021 Private Equity. Date term of office ends • Mr. David received a Masters in Management, Majoring in Finance from ESCP Europe. Shareholders’ meeting called to approve the financial statements for fiscal year 2022 Number of company shares held 0
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7.1.4 Executive Committee and Investment Committees
To assist her in her management, the Chief Executive Officer Group Executive Committee decided to create a Group Executive Committee to provide The role of the Group Executive Committee is to roll out the operational support in the preparation and implementation Group’s strategy throughout the organization. of the decisions and strategies defined by the Board of Directors. An Investment Committee also ensures control The Group Executive Committee is led by Caroline Parot. of financial projects.
As of the date of this Document, the Group Executive Committee comprises managers from each of the organizational entities and certain managers of operational functions of the Group as described below:
Name Position within the Group
Caroline Parot Chief Executive Officer Olivier Baldassari Deputy Chief Executive Officer Fabrizio Ruggiero Deputy Chief Executive Officer Damien Basselier Group IT Director and Group Chief Product officer José Blanco Group Chief Sales officer Aurélia Cheval Group Director of Strategy Xavier Corouge Group Chief Service Lines officer Jose-Maria Gonzalez Managing Director, Southern Europe, Australia and New Zealand Denis Langlois Group Human Resources Director Yvonne Leuschner Director of the Vans & Trucks Business Unit Luc Péligry Group Chief Financial officer Franck Rohard Secretary General and Group Legal Director Gary Smith Managing Director, Northern Europe and USA
Investment Committee The Investment Committee meets as often as required. Its key customers and partners), with regard to the policy defined missions are to analyze, structure, control and subsequently by the Chief Executive Officer and the Board of Directors. validate the economic and financial terms of commitments This Committee is supported by the Group’s PMO (project struck with the main partners and major Group investment management officer), management control and operating proposals (main commercial stakeholders, including functions. 7
7.1.5 Corporate governance
7.1.5.1 Corporate Governance Code the gender balance policy applied to the governing bodies as well as the objectives of this policy, the implementation At its meeting of February 26, 2021 the Board of Directors measures and the results achieved in the previous fiscal year indicated that the Company refers to the recommendations including, as applicable, the reasons why the objectives have of the AFEP-MEDEF Code as revised in January 2020. After a not been achieved. review of these recommendations, the Board indicated that the Company was in compliance with the recommendations, 7.1.5.2 Declarations relating to including the recommendation on the policy of gender corporate governance balance within executive bodies (Art. 7.1 and 7.2) and the recommendation on the non‑compete agreement (Art. 24.4). The Board of Directors is required to prepare the report provided for in Article L. 225‑37 of the French Commercial In effect, on July 24, 2020, the executive management Code on corporate governance. Part of this Chapter presented to the Compensation and Nominations corresponds to the Board of Directors’ report on Corporate Committee the measures for implementing these objectives, Governance as set out in Article L. 225‑37 of the French with an action plan and the time horizon within which these Commercial Code and includes information provided in actions will be carried out. Executive management shall Articles L. 225‑37‑3 to L. 225‑37‑5 of the French Commercial inform the Board each year of the results achieved. In the Code. report on corporate governance, the Board shall describe
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1. Absence of family ties To the Company’s knowledge, as of the date of this report, there is no agreement or undertaking of any kind with As of the date of this report, to the Company’s knowledge, shareholders, customers, suppliers or others pursuant to there are no family ties between any members of the which any member of the Board of Directors or executive Company’s Board of Directors and members of the management of the Company was named to such position. Company’s executive management. On the date of this report, there are no restrictions accepted 2. Absence of convictions by the members of the Board of Directors and/or the To the Company’s knowledge during the last five years, members of senior management concerning the assignment concerning the members of the Company’s Board of within a certain period of time of all or part of their stake in Directors: the Company’s capital, with the exception of (i) certain legal provisions, (ii) certain provisions set forth under the terms (i) no conviction for fraud has been ruled against one of the of the general regulations on performance share award persons cited above; plans of which the members of the senior management (ii) none of the aforementioned persons has been associated were beneficiaries, (iii) the rules related to the prevention with a bankruptcy, seizure, liquidation, or placement of a of insider trading as set forth in the General regulations of company under judicial administration; the French financial markets authority (“AMF”); and (iv) the recommendations of the AFEP MEDEF Code. (iii) there have been no claims and/or official public sanctions ruled against one of the aforementioned persons by 4. Independence of the members of statutory or regulatory authorities (including designated the Board of Directors professional bodies); and At its meeting of April 6, 2021, and May 17,2021 in accordance (iv) none of the aforementioned persons has been with the provisions of the AFEP-MEDEF Code to which the disqualified by a court from acting as a member of the Company refers, and the internal rules of the Board of administrative, management or supervisory body of an Directors, the Board reviewed the situation of each of its issuer, or from acting in the management or business members with respect to the criteria for independence, performance of an issuer. based on the analysis carried out by the Compensation and Nominations Committee on April 1, 2021. All of the criteria 3. No conflicts of interest recommended by the AFEP-MEDEF Code were used to To the Company’s knowledge, and subject to the relationships evaluate the independence of the members of the Board of described in Section 7.2 “Related Party Transactions” of the Directors. The application of all of these criteria led the Board 2020 Universal Registration Document, on the date of this of Directors to retain the following as independent members: report, there are no potential conflicts of interest between • Mr. Alexandre de Juniac; the duties regarding the Company of the members of the • Ms. Sylvie Veilleux; Board of Directors and executive management and their • Ms. Martine Gerow. private interests and/or other duties. As of the date of this report, the Board of Directors has seven To the Company’s knowledge, there are no service contracts members, three of whom are independent, representing linking one of the members of the Board of Directors with the 50% of the members of the Board (excluding the member Company or one of its subsidiaries and granting benefits. representing employees) and one member representing When a conflict of interest arises, the internal rules of the employees. In accordance with Article 9.3 of the AFEP- Board of Directors dictate that the member of the Board MEDEF Code, the member representing employees is not must inform the Board, as soon as he or she becomes counted for calculating the percentage of independent aware of any conflict of interest, even a potential conflict, members on the Board of Directors. and abstain from discussions and votes on related matters. Each member of the Board of Directors is asked to submit The internal rules of the Board of Directors also stipulate an annual declaration to the Company in respect of each that, when one of the members of the Board has a conflict of the independence criteria. Under the AFEP-MEDEF Code, of interest, or potential conflict of interest, concerning a the Board of Directors may consider that a member who subject to be discussed by the Board, the Chairman shall meets the independence criteria set forth in Article 9.5 of ensure, on the recommendation of the Compensation and the AFEP-MEDEF Code, nevertheless does not qualify as Nominations Committee which will have already examined independent or, conversely, that a Director who fails to meet the conflict of interest, that the information on this subject said criteria may be considered independent. is not communicated to said member, without prejudice to the obligations of said member.
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Table of the criteria for independence of the members of the Board of Directors
Not receive any variable compen‑ sation or compensa‑ tion related Not Not be an Not have to the represent a employee or been a Company’s shareholder an executive Not be a Director for or the with more corporate No cross- No business No family current or a more than Group’s per‑ than 10% of officer directorships relationships ties past auditor 12 years formance the stock Independent
Alexandre de Juniac Caroline Parot Sylvie Veilleux Martine Gerow Carl Leaver Simon Franks Adèle Mofiro
5. Diversity policy in the composition On the date of this Document, the Board of Directors is of the Board of Directors composed of seven members, including three women, or 50% of members of the Board of Directors, excluding the The Board of Directors pays particular attention to its employee representative, which is in accordance with the composition and in particular to the diversity of its members provisions the French Commercial Code. based on different criteria such as independence, gender, age, nationality, expertise and professional experience. In terms of international representation, as of the date of this Document, the Board of Directors includes four foreign The objective of the composition of the Board of Directors members, British, Canadian and American, i.e. 50% of the is to strengthen the Group’s strategy through the expertise members of the Board (without counting the employee of its members, particularly in management and knowledge representative). Four members of the Board have developed of mobility and tourism, customer experience, digitization real international experience during their careers, which and transformation. strengthens the internationalization of the Board. The Company also ensures that executive corporate officers The average age of the members of the Board of Directors implement a policy of non‑discrimination and diversity, is 54 on the date of this Document. notably with regard to the balanced representation of women and men in the governing bodies. These points are summarized in the tables below.
Summary of the expertise of the members of the Board of Directors on the date of this Document 7
Finance & Mobilities & Leadership & Mergers- Customer Transformation Tourism International Management Acquisitions experience ESG & Digital
Alexandre de Juniac Caroline Parot Sylvie Veilleux Martine Gerow Carl Leaver Simon Franks Adèle Mofiro
The skills matrix was prepared in order to reflect, without experience as well as the nationality, geographical location being an exhaustive list of skills, the seven essential skills and gender of Board members. The following table shows that must be brought together on the Board of Directors. the methods used to determine whether a member of the This matrix is intended to serve as a tool for shareholders Supervisory Board has an essential skill, what this skill can in order to assess the Board of Directors as a whole and to bring to the Company, as well as the Company Committee(s) ensure that it is well‑balanced. The number of skills must for which each essential skill is required. be sufficiently large to reflect diversity of thought and
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Board Committees How the skill is used by the requiring this Essential skills How the essential skill is acquired Board or Board committees essential skill
Industry (Mobility and Must have worked for a Board members who have Compensation Tourism) competitor and/or in a business experience in this industry can and Nominations segment that is linked to the assess whether the Group strategy Committee Company’s business (travel, is being properly implemented Strategic Committee leisure and mobility) International Must have international Board members with international Compensation professional experience and/or experience can assess risks, and Nominations must have worked and/or lived in international growth opportunities Committee a foreign country and the deployment of the Audit Committee international strategy Strategic Committee Leadership & Must be or must have been Board members with management Compensation Management in a managerial position as a and leadership skills are able and Nominations member of a management body, to assess the leadership of Committee senior executive, Managing the Management Board, the Director or senior manager, implementation of the strategy including P&L experiences and the management of the Company’s talent Finance & Mergers & Must have worked mainly in Board members with finance/ Audit Committee Acquisitions the finance or mergers and mergers and acquisitions skills are Strategic Committee acquisitions sector and be a able to assess the Management financial expert Board’s objectives, review performance and financial statements and assess merger and acquisition opportunities Customer Experience Must have worked for a Implementation of the best Audit Committee company that prioritizes the possible strategy Strategic Committee customer experience Identification of the most effective ways to grow the Company Assessment of the risks and opportunities linked to constantly changing customer expectations ESG (Environment, Must have skills in the Identification and anticipation Compensation Social and following areas: environmental of non‑financial risks and and Nominations Governance) (carbon impact, pollution and opportunities that could have a Committee pollutant emissions, water material and concrete impact on Audit Committee consumption, etc.), social (human the Company’s businesses resource talent management Strategic Committee and global integration, labor law, succession plans, compensation, etc.), governance (corporate governance, compliance, personal life, ethics, corruption, etc.)
Transformation & Must have headed a company Implementation of an effective Strategic Committee Digital or acquired experience in a strategy adapted to the challenges constantly changing industry in a fast‑changing sector, in or been a member of a particular with respect to new management body of a new technologies technology company (hardware, software, e‑commerce, cybersecurity, etc.)
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6. Representation of employees and employee 8. Main provisions of the Company’s by‑laws and shareholders in the Board of Directors the Supervisory Board’s Internal regulations Ms. Adèle Mofiro was appointed by the Group Committee The Internal regulations of the Board of Directors are as a member of the Board of Directors of the Company in line with the recommendations in place designed to representing employees, in accordance with the Company’s guarantee compliance with the basic principles of corporate by‑laws and pursuant to Article L. 225‑79‑2 of the French governance, particularly those set out in the AFEP-MEDEF Commercial Code. Ms. Mofiro has been a member of the Code. Company’s Board of Directors, with voting rights since The International regulations were adopted by the Board February 26, 2021. She also joined the Compensation of Directors of the Company on February 26, 2021. It and Nominations Committee by decision of the Board of complements the Company’s by‑laws as well as the laws and Directors on April 6, 2021. regulations in force by specifying the duties, composition 7. Terms of office of the members and operation of the Supervisory Board and its committees, of the Board of Directors the Audit Committee, the Compensation and Nominations Committee and the Strategic Committee, and their The terms of office of the members of the Board of Directors interactions. The internal regulations of the Audit Committee, are staggered in order to allow for the rolling renewal of the the Compensation and Nominations Committee and the Board members, in accordance with the recommendations Strategic Committee are attached as an Appendix to the of the AFEP-MEDEF Code. rules of Supervisory Board’s internal regulations. The Board’s Internal regulations may be amended at any time by a decision of the Supervisory Board.
7
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7.2 PRESENTATION OF GOVERNANCE IN 2020
It should be noted that, from March 9, 2015 until February 26, 2021, the Company was a French société anonyme with Management Board and Supervisory Board. Before that date, the Company was a limited company with a Board of Directors.
7.2.1 Supervisory Board and Committees
Profile, experience and expertise of Board members During the 2020 fiscal year, and until February 26, 2021, the Supervisory Board was composed of the following members:
MR. JEAN-PAUL BAILLY (INDEPENDENT MEMBER)
Chairman of the Supervisory Board – Chairman of the Strategic Committee Date of 1st appointment: Shareholders’ Meeting of June 8, 2015 Date of renewal: Shareholders’ Meeting of April 26, 2019 Expiration of term: General Meeting on January 20, 2021 with effect from February 26, 2021
Positions and offices held
Age and nationality Offices and positions currently held outside companies controlled (1) by the Company 74 years – French • Director and member of the Audit and Risk Committee and Chairman of the Investment Business address Committee of Edenred (2) 38 rue Gay-Lussac, Other positions and offices held over the last five years 75005 Paris, France • Director and member of the Audit Committee and Chairman of the Governance and Number of shares held CSR Committee of Accor Hotels directly in the Company 500 ordinary shares Management experience
• Jean-Paul Bailly has devoted his entire career to public service, by participating in the management and running of two major public companies, the RATP and then La Poste. • He began his career in 1970 at the Régie Autonome des Transports Parisiens (RATP). In 1978, he became head of Coopération Technique Française in Mexico. • He joined RATP again in 1982, where he notably served as Director of Bus Rolling Stock, Director of the Metro and RER, and Personnel Director. In 1990, he was appointed Deputy CEO and then Chairman and CEO from 1994 to 2002. • He was Chairman and CEO of La Poste from 2002 to 2006, and then Chairman of the Supervisory Board of La Banque Postale from 2006 to 2013. He has served as its Honorary Chairman since October 2013. • He has also been President of Entreprise et Personnel, Vice-President of Confrontations Europe, Chairman of ANVIE and member of the Conseil Économique, Social et Environnemental from 1995 to 2015. • He sits on the Board of Directors of St. Joseph’s hospital. • Jean-Paul Bailly is a graduate of the École Polytechnique and MIT. He is an officer of the French Legion of Honor and a Commander of the French National Order of Merit.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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MS. VIRGINIE FAUVEL (INDEPENDENT MEMBER)
Member of the Board of Directors Member of the Strategic Committee, the Audit Committee and the Compensation and Nominations Committee Date of appointment: shareholders ‘meeting of January 20, 2021 Date of renewal: N/A Expiration of term of office: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021 Age and nationality Number of shares held directly in the Company 47 years – French Business address Positions and offices held 13 ter, bd Berthier • Offices and positions currently held outside companies controlled (1) by the Company 75017 Paris • Member of the Management Board of Euler Hermes (2) Number of shares held • Director and member of the Nominations Committee of Neopost (2) directly in the Company • Director of Creadev 500 • Chief Executive Officer of Harvest Other positions and offices held over the last five years • Director and member of the Executive Committee of Allianz France (Germany)
Management experience
• A engineering graduate of the École des Mines in Nancy, Virginie Fauvel began her career in 1997 at Cetelem as Head of Global Analytics CRM and Risk, before becoming Group Chief Digital officer in 2004 and then Head of French Business Unit e‑business. • She later joined BNP Paribas’s retail bank in France in 2009, where she directed and developed online banking before becoming Head of on line banks in Europe in 2012. In this position, she launched “HelloBank!” in 2013, the first 100% mobile European bank in Italy, France, Belgium and Germany. • She then joined Allianz France in July 2013 as a member of the Executive Committee in charge of the Digital Transformation, Big Data, Communications and Market Management. In this position, she contributed significantly to the transformation of the company by placing digital innovation at the center of its strategy. • She became a member of the Management Board of Euler Hermes in January 2018, in charge of the Americas region and Group transformation. • In September 2020, she became the Chief Executive Officer of Harvest S.A., a publisher 7 of software specializing in the businesses of financial and wealth advising.
MS. MARTINE GEROW (INDEPENDENT MEMBER)
Member of the Supervisory Board Chairwoman of the Audit Committee Date first appointed: Shareholders’ Meeting of June 12, 2020 Date of renewal: N/A Date term of office ends: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021
(see Section 7.1.1 for more biographical information)
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MR. PASCAL BAZIN (INDEPENDENT MEMBER)
Member of the Supervisory Board Chairman of the Compensation and Nominations Committee Member of the Audit Committee Date of 1st appointment: Shareholders’ Meeting of June 8, 2015 Date of renewal: Shareholders’ Meeting of May 17, 2018 Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021 Age and nationality 64 years – French Positions and offices held Business address Positions and offices currently held in companies not 49 bis, route de controlled (1) by Europcar Mobility Group Montesson, 78110 le Vesinet • Chairman of PB Consulting Other positions Number of shares held Offices held over the last five years directly in the Company • Director of Belvédère SA (2) 3,500 shares • Director of Darty Plc • Director of Belron SA • Director of Alcopa NV SA • Director of Modacin France
Management experience
• From June 2014 until the transformation of the Company’s governance structure to a public limited company with a Management Board and a Supervisory Board, Mr. Bazin was the representative of PB Consulting on the Board of Directors of the Company. • Pascal Bazin is the found and Chairman of PB Consulting, a consulting firm specialized in professional and strategic coaching. • In recent years, he served as a Director of companies where customer experience and digital transformation have been at the core of their strategic planning. • Pascal Bazin was Managing Director of Avis Europe Plc from January 2008 to December 2011, where he successfully managed the Company’s recovery and led the development of the Group into new markets like China and new mobility solutions such as car sharing. He left his position at the end of 2011, following the transfer of his activity to Avis Budget group, Inc. • He had joined Avis Europe in 2005 after leaving Redcats, the third largest direct selling group in the world, where he was Managing Director of the specialized brands division and Vice-President of Development/Strategy for the Group. His previous positions include Managing Director of several divisions of the cosmetics group Yves Rocher in Southern Europe and North America. • He began his career in the management consulting firm Peat Marwick Mitchell. Pascal Bazin graduated from France’s École Polytechnique.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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MS. PETRA FRIEDMANN (INDEPENDENT MEMBER)
Member of the Supervisory Board Member of the Strategic Committee and the Compensation and Nominations Committee Date of 1st appointment: Shareholders’ Meeting of May 17, 2018 Date of renewal: N/A Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021 Age and nationality Positions and offices held 66 years – French and German Positions and offices currently held in companies not Business address controlled (1) by Europcar Mobility Group 5 rue de Béarn 75003 • Vice-Chair of Humanium (NGO) Paris • Director of Boursorama Number of shares held Offices held over the last five years directly in the Company 500 shares N/A
Management experience
• Petra Friedmann started her career in 1978 as a researcher in Economics and Sociology at the Institut für Sozialforschung of Cologne and at the Bremen University. • In 1985, she created a travel agency, then in 1988, a medium‑haul tour operator. • In 1992, she moved to France and joined the Marmara-TUI group. As Marketing Director, she decided from 1998 to develop the online offering for the Group which was one of the first to offer online booking. • Passionate about this e‑commerce experience, in 1999 she joined the European online auction site Tradus (QXL.com Plc) as France Managing Director. • From 2002, Petra Friedmann took over as Managing Director of Opodo in France, launching and developing the brand and making it one of the first online travel agencies in France in just a few years. • In 2009, HomeAway, holiday leasing global leader, entrusted her with the structuring and expansion of its European operations as EMEA Chairwoman. • In 2015, she became Vice-President of the Swiss NGO Humanium, dedicated to the defense of children’s rights. 7 • Since 2012, she has served as an independent Director of Groupe Boursorama. • Petra Friedmann holds a sociology degree from Bielefeld University and a Doctorate in Political Science & Economics from Bremen University.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code.
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MR. SANFORD MILLER (INDEPENDENT MEMBER)
Member of the Supervisory Board Date of 1st appointment: Shareholders’ Meeting of June 8, 2015 Date of renewal: Shareholders’ Meeting of April 26, 2019 Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021
Positions and offices held
Age and nationality Positions and offices currently held in companies not 68 years – American controlled (1) by Europcar Mobility Group Business address • Advisory Board member of Center State Bank of Florida, LLC 444, Seabreeze Blvd Ste. • Founder and Managing Partner of Basin Street Partners LLC 1002, Daytona Beach, FL • Chief Executive Officer of Carey International 32118, USA Offices held over the last five years Number of shares held • Vice Chairman of the Board & Founding Member of Gateway Financial Holdings of directly in the Company Florida, Inc. 500 shares Management experience
• Sanford Miller has large experience in the transportation and tourism industries and strong knowledge of the vehicle rental market. • Sanford is currently the Chief Executive Officer of Carey International and Managing Partner of the investment company Basin Street Partners LLC which he founded in 2001. He has also been a management consultant with Gerson Lehrman Group since 2003. • He began his career in 1979 at the vehicle rental company Budget Group, Inc. which he joined as North East Field Operations manager, before becoming a franchisee of Budget Rent‑a-Car from 1980 to 1987. • Appointed as Chief Executive Officer of Team Rental Group in 1987, he notably supervised the acquisition of Cruise America, VPSI, Premier Car Rental and Budget Rent‑a-Car; he then served as President, Chief Executive Officer and Chairman of Budget Group from 1997 to 2003, where he supervised the acquisition of Ryder TRS as well as the acquisition of Budget Group by Cendant Corporation. • From 2003 to 2012, he served as Co-Chairman and Co-Chief Executive Officer of Franchise Services of North America, Inc., where he managed the acquisition of Advantage-Rent‑a-Car, the merger with Rent a Wreck Capital and U-Save. • He also served as member of the Board of Directors of the restaurant chain Stonewood Holdings and of the State University of New York at Oswego Foundation and as President of the American Car Rental Association. • From 2006 to 2017 Sanford Miller was the Vice Chairman of the Board and Founding Director of Gateway Financial Holdings of Florida, Inc. • Sanford Miller holds a Bachelor of Science, Business from the State University of New York, Oswego, New York.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code.
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MR. PATRICK SAYER
Member of the Supervisory Board Member of the Strategic Committee Date of 1st appointment: February 24, 2015 Date of renewal: shareholders meeting of April 26, 2019 Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021
Positions and offices held Age and nationality 63 years – French Positions and offices currently held in companies not Business address controlled (1) by Europcar Mobility Group 143 avenue • Member of the Board of Directors of AccorHotels (2) and Valeo (2) Charles de Gaulle • Member of the Supervisory Board and Audit Committee of Grand Port Maritime de 92200 Neuilly‑sur-Seine Marseille Number of shares held • Member of the Board of Directors of I-Pulse (USA) directly in the Company • Chairman of Augusta, CarryCo Capital 1 and CarryCo Croissance 87,460 shares • Member of the Board of Directors of Tech Data Corporation (USA) • Member of the Supervisory Board and Financial Committee of Eurazeo SE (2)
Offices held over the last five years • Chairman of the Management Board of Eurazeo SE (2) • Manager of Investco 3d Bingen (non‑trading company) • Chairman of the Board of Directors and member of the Board of Holdelis • Vice-Chairman of the Supervisory Board and member of the Board of Directors of Rexel (2) • Member of the Supervisory Board of Foncia Holding – Member of the Advisory Board de APCOA Parking Holdings GmbH (Germany) • Chairman, Vice-Chairman and member of the Supervisory Board of ANF Immobilier (2) • Chairman of the Supervisory Board of Europcar Mobility Group – Member of the Board of Directors of Colyzeo Investment Advisors (UK), Edenred, Gruppo Banca Leonardo (Italy), Moncler Srl and Sportswear Industriels Srl • President of Eurazeo Capital Investissement, Legendre Holding 25 and Legendre Holding 26 • Managing Director of Legendre Holding 19
Management experience
• Patrick Sayer is Chairman of Augusta, an investment firm investing in new technologies, 7 luxury and real estate. Patrick Sayer served as Chairman of the Management Board of Eurazeo, a leading listed investment company in Europe, from 2002 to 2018. He became a member of the Eurazeo Supervisory Board in 2018. • Patrick Sayer served as the Managing Partner of Lazard Frères and Cie in Paris which he joined in 1982. He then moved to New York to become Managing Director of Lazard Frères & Co and Global Head of Media and Technology. Mr. Sayer’s private equity experience dates to the formation of Fonds Partenaires in which he participated from 1989 to 1993. • He sits on the Board of Directors of Europcar, I-Pulse and Tech Data (United States). Former Chairman (2006‑2007) of the French Venture Capital Association (AFIC), a member of the Board of Directors of the Paris Musée des Arts Décoratifs, Patrick Sayer is a founding member of the Club des Juristes and has been a consular judge at the Paris Commercial Court. • He teaches finance (Master 225) at the University of Paris-Dauphine. • Mr. Sayer is a graduate of the École Polytechnique (1980) and École des Mines de Paris (1982). He is also a graduate of the Centre de Formation des Analystes Financiers, where he worked as a lecturer.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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MR. PHILIPPE AUDOUIN
Member of the Supervisory Board Member of the Strategic Committee and Audit Committee Date of 1st appointment: February 24, 2015 Date of renewal: Shareholders’ Meeting of May 10, 2017 Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021
Positions and offices held Age and nationality 64 years – French Positions and offices currently held in companies not Business address controlled (1) by Europcar Mobility Group EURAZEO S.A., • Member of the Management Board and General CFO of Eurazeo SE (2) 1 rue Georges Berger • Chairman and Member of the Supervisory Board of Eurazeo PME 75017 Paris • Chairman of the Group IES Supervisory Committee Number of shares held • Chairman of Eurazeo Patrimoine, Legendre Holding 19, Legendre Holding 26, Legendre directly in the Company Holding 27, Legendre Holding 29, Legendre Holding 30, Legendre Holding 34, Legendre 6,000 shares Holding 35, Legendre Holding 36, Legendre Holding 43, Legendre Holding 44, Legendre Holding 51, Legendre Holding 59, Legendre Holding 65, Legendre Holding 72, Legendre Holding 74, Legendre Holding 75, Legendre Holding 76, Legendre Holding 77, Legendre Holding 78, Legendre Holding 79, LH Adjust, LH APCOA, LH BackMarket, LH Bandier, LH Content Square, LH CPK, LH Doctolib, LH Emerige, LH GP, LH Grandir, LH Iberchem, LH Mano, LH Meero, LH Nest, LH Open Road, LH Payfit, LH PMG, LH Q Tonic, LH Reden 2020, LH Seqens, LH Vestiaire Collective and LH WS • CEO of Legendre Holding 23, Legendre Holding 25, CarryCo Capital 1 and CarryCo Croissance, CarryCo Brands, CarryCo Capital 2 and CarryCo Croissance 3 • Vice-Chairman of Alpine NewCo, Inc. (USA) • Chief Executive of Eurazeo Services Lux (Luxembourg) • Permanent representative of Eurazeo on the Board of Directors of SFGI Offices held over the last five years • Director of Europcar Mobility Group • Member of the Supervisory Board of ANF Immobilier (2) and Elis (2) • Chief Executive Officer of Legendre Holding 54, Legendre Holding 55, La Mothe, Eurazeo Capital Investissement and Eureka Participation • Chairman of CPK, CPK Manco, EP Aubervilliers, Legendre Holding 21, Legendre Holding 41Ray France Investment, Seqens Group Bidco and Seqens Group Holding • Managing Director of Perpetuum MEP Verwaltung GmbH (Germany)
Management experience
• Philippe Audouin was a Director of the Company from 2006 until the change in the Company’s corporate governance structure to a public limited company with a Management Board and a Supervisory Board. • He spent the first ten years of his career creating and developing his own business. After selling that business, he served as CFO and legal representative (Prokurist) in Germany of the first joint venture between France Telecom and Deutsche Telekom from 1992 to 1996. • From 1996 to 2000, he served as Financial, Human Resources and Administrative Director of France Telecom’s Multimedia division. He was also a member of the Supervisory Board of PagesJaunes. From April 2000 to February 2002, he worked for the Arnault group as CFO of Europ@Web. • He also taught for 5 years as a lecturer then a senior lecturer in the 3rd year at HEC (“entrepreneurs” option). • He joined Eurazeo in 2002 as Administrative and Financial Director and was appointed to its Management Board in March 2006 and then appointed CFO in 2018. • He is the Vice-Chairman of the Association Nationale des Dirigeants Finance-Gestion (National Association of Finance and Management Executives) (DFCG). • Mr. Audouin is a graduate of the École des Hautes Études Commerciales (HEC).
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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MS. SOPHIE FLAK
Member of the Supervisory Board Chairwoman of the Compensation and Nominations Committee Date of 1st appointment: Shareholders’ Meeting of June 12, 2020 Date of renewal: N/A Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021
Positions and offices held Age and nationality 49 years – French Positions and offices currently held in companies not Business address controlled (1) by Europcar Mobility Group EURAZEO, • CSR and Digital officer at EURAZEO (2) 1 rue Georges-Berger 75017 Paris Offices held over the last five years Number of shares held N/A directly in the Company 0 shares Management experience
• Sophie Flak has been a Director of Eurazeo since 2013, charged with CSR, digital and information. Prior to this position, she served as Chief Executive Officer at AccorHotels from 2010 to 2013, where she was also a member of the Executive Committee charged with the Group transformation, and them a member of the Group Management Committee. Her earlier experience includes a three‑year period with Unilever International as product head between 1995 and 1998, and twelve years’ experience with Accenture, as Management consulting partner within the Strategy Branch from 1998 to 2010. • Ms. Flak has also been a member of the National Digital Council since 2018. • Sophie Flak offers solid expertise in CSR, digital and strategy, which would complement the current profiles of the members of the Company’s Supervisory Board. • Sophie is a graduate of EM Lyon and the Institut d’Études Politiques de Strasbourg.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company. 7
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MR. ANTONIN MARCUS
Member of the Supervisory Board Member of the Compensation and Nominations Committee Date of 1st appointment: Appointment by the Board of Directors on August 26, 2020; ratification by the General Meeting of January 20, 2021 Date of renewal: N/A Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021 Age and nationality Positions and offices held 39 years – French Business address Positions and offices currently held in companies not EURAZEO SA controlled (1) by Europcar Mobility Group 1 rue Georges Berger None 75017 Paris Offices held over the last five years Number of shares held directly in the Company None 500 shares Management experience
• Antonin began his career in 2009 in the Mergers & Acquisitions Department of Goldman Sachs in London and Paris. In this position, he contributed to several acquisition, financing and restructuring operations for large corporations and investment funds. • In 2011, he joined the Paris team of H.I.G. Capital, an investment company, where he participated in the European development of the franchise, playing an active role in the acquisition, development and sale of a number of equity interests in various sectors. • Since joining Eurazeo Capital in 2017, Antonin has been involved in the origination, execution and tracking the performance of investments in sectors such as corporate services and technology. • Mr. Marcus is a graduate of the École Polytechnique and the Saïd Business School (Oxford University).
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code.
MS. ADÈLE MOFIRO (MEMBER REPRESENTING EMPLOYEES)
Member of the Supervisory Board Member of the Compensation and Nominations Committee Date of 1st appointment: Supervisory Board meeting of December 21, 2018 Date of renewal: N/A Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021 (see Section 7.1.1 for more biographical information)
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MR. ALESSANDRO RICCIOTTI (MEMBER REPRESENTING EMPLOYEES)
Member of the Supervisory Board Date of 1st appointment: Supervisory Board of August 28, 2020. Date of renewal: N/A Expiration of term: Shareholders’ Meeting on January 20, 2021 with effect from February 26, 2021
Positions and offices held Age and nationality 62 years – Italian Positions and offices currently held in companies not controlled (1) by Europcar Mobility Group Business address Europcar Italy – N/A Piazzale del l’Industria Offices held over the last five years 46 00148 Rome – Italy N/A Number of shares held directly in the Company Management experience 0 shares • Alessandro Ricciotti began his career with the Ericsson Group as an IT Business Analyst. • In 1989, he joined Europcar Italy in the same position. Alessandro then moved to the Finance department to lead the coordination of fleet accounting. • Since 2000, Alessandro Ricciotti has held managerial positions in financial departments, such Billing & Intercompany, Financial Planning and Analysis, and Business and Financial Development. • Since 2017, he has been the Finance Project Manager. • In July 2020, Alessandro Ricciotti was elected to the Company’s Supervisory Board as a member representing employees. • Alessandro Ricciotti is an Economics graduate and has a Master in Business Administration.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code.
7
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Members whose terms of office expired at the General Meeting on June 12, 2020
MS. AMANDINE AYREM
Member of the Supervisory Board Member of the Strategic Committee and Audit Committee Date of 1st appointment: Supervisory Board meeting of July 24, 2017 Date of renewal: N/A Expiration of term: Shareholders’ Meeting called to approve the financial statements for fiscal year 2019
Positions and offices held Age and nationality 38 years – French Positions and offices currently held in companies not Business address controlled (1) by Europcar Mobility Group EURAZEO S.A., • Principal of Eurazeo SE (2) 1 rue Georges Berger • Member of the Supervisory Committee of CPK 75017 Paris • Director of Fragrance Spanish Topco SL (Spain) Number of shares held • Member of the Supervisory Board of Dorc TopCo B.V. (Netherlands) directly in the Company Offices held over the last five years 500 shares • Director of Europcar Mobility Group • Member of the Supervisory Board of ANF Immobilier (2) and Elis (2) • Chief Executive Officer of Legendre Holding 54, Legendre Holding 55, La Mothe, Eurazeo Capital Investissement and Eureka Participation • Chairman of CPK, CPK Manco, EP Aubervilliers, Legendre Holding 21, Legendre Holding 41Ray France Investment, Seqens Group Bidco and Seqens Group Holding • Managing Director of Perpetuum MEP Verwaltung GmbH (Germany)
Management experience
• From 2007 to 2010, Amandine Ayrem began her career in investment banking at Deutsche Bank in Paris. She advised on various M&A transactions for European industrial companies and investment funds. • Ms. Ayrem joined Eurazeo in 2010 and participated in the execution or overseeing of investments in Europcar, Foncia, CPK, Les Petits Chaperons Rouges, Iberchem and DORC. • Amandine Ayrem is a graduate of HEC Paris and Columbia Business School.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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MS. KRISTIN NEUMANN (INDEPENDENT MEMBER)
Member of the Supervisory Board Chairwoman of the Audit Committee Date of 1st appointment: Shareholders’ Meeting of May 10, 2016 Date of renewal: N/A Expiration of term: shareholders’meeting called to approve the financial statements for fiscal year 2019
Positions and offices held Age and nationality 49 years – German Positions and offices currently held in companies not Business address controlled (1) by Europcar Mobility Group LSG Lufthansa Service • Member of the Executive Committee of LSG Lufthansa Service Holding AG Holding AG FRA Z/ • Member of the Supervisory Board of LSG FRA ZE, LSG FRA ZD and LSG MUC VF Dornhofstrasse 38 Germany Offices held over the last five years Number of shares held • Member of the Supervisory Board of Germanwings GmbH directly in the Company 500 shares Management experience
• Kristin Neumann began her career in 2000 at Thomas Cook AG as a Specialist and later Head of the IT Department’s Planning and Coordination Unit, then Head of Sales Control in the German market (2003), Administrative and Financial Director for continental Europe (2006), Administrative and Financial Director for Central Europe (2008), member of the Board of Directors of Thomas Cook AG (2010), Administrative and Financial Director for the United Kingdom and continental Europe (2012‑2014), charged primarily with restructuring the English market. • In 2014, she joined LSG Lufthansa Service Holding AG as Chief Administrative and Financial officer and Chief Human Resources officer. • Kristin Neumann holds a degree in micro‑economics and business management from the Georg-August-Universität Göttingen (Diplom-Kauffrau, 1997) and a doctorate in business administration from the same university (1999), where she also worked as a graduate‑level lecturer and Scientific Director (1997‑2000).
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. 7
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Member who resigned from his seat in 2020
MR. ÉRIC SCHAEFER
Member of the Supervisory Board Member of the Compensation and Nominations Committee Date of 1st appointment: February 24, 2015 Date of renewal: Shareholders’ Meeting of May 17, 2018 Expiration of term: Resignation in 2020
Positions and offices held Age and nationality Positions and offices currently held in companies not 39 years – French controlled (1) by Europcar Mobility Group Business address • Managing Director of Eurazeo SE (2) EURAZEO S.A., • Managing Director of Eurazeo North America Inc. (USA) 1 rue Georges Berger • Member of the Supervisory Committee of CPK 75017 Paris • Secretary of EZ Open Road Blocker Inc. (USA) Number of shares held • Vice-President of Open Road Holding LLC (USA) directly in the Company • Member of the Board of Directors of Ez Elemica Holdings LLC (USA), Open Road Parent 500 shares LLC (USA) and Trader Interactive LLC (USA) Offices held over the last five years • Member of the Supervisory Board of Elis (2) • Member of the Supervisory Board of AX • Permanent representative of Eurazeo on the Board of Directors of Europcar Mobility Group • Member of the Supervisory Board of Asmodée Holding • Member of the Board of Directors of Ez Elemica Intermediate Inc. (USA) and of Ez Elemica Merger Sub Inc (USA) • Secretary of Ez Elemica Holdings Inc
Management experience
• Éric Schaefer was a Director of Europcar Mobility Group from January 2013 to June 2014, then Eurazeo representative on Europcar Mobility Group’s Board of Directors from October 2014 until the change in the Company’s corporate governance structure to a public limited company with a Management Board and a Supervisory Board. • Éric Schaefer is Managing Director of Eurazeo Capital (New York). He is responsible for sourcing and for making investments, as well as monitoring the performance of the companies in the Eurazeo portfolio. • Since his arrival at Eurazeo in 2004, he has specialized in the sectors of corporate services and consumer goods and participated in the structuring and development of Eutelsat, B&B Hotels, Europcar, Elis, Asmodée, CPK and Elemica. • Éric Schaefer was named one of the Rising Stars in Private Equity in the 40 under 40 category in Dow Jones Private Equity News in 2015, before being ranked in the 2016 class of Young Leaders selected by the French American Foundation. • Éric is a graduate of HEC Paris and École Polytechnique in finance.
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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Summary presentation of the members of the Supervisory Board and its Committees during 2020
Compensation and Nominations Supervisory Board Strategic Committee Audit Committee Committee 30 meetings in 2020 5 meetings in 2020 7 meetings in 2020 10 meetings in 2020 Atten‑ Atten‑ Atten‑ Atten‑ Compo‑ dance Compo‑ dance Compo‑ dance Compo‑ dance sition rate sition rate sition rate sition rate
Jean-Paul Bailly Chairman 100% Chairman 100% Pascal Bazin 100% 100% Chairman 100% Patrick Sayer 76.6% 100% Philippe Audouin 83.3% 100% 100% Sophie Flak (3) 76.9% 100% Antonin Marcus (4) 80% 50% Petra Friedmann 96.6% 100% 100% Virginie Fauvel 93.3% 80% 100% Sanford Miller 93.3% Martine Gerow (6) 84.6% Chairwoman 100% Adèle Mofiro 80% 100% Alessandro Ricciotti (5) 100% Amandine Ayrem (1) 47% Kristin Neumann (1) 88% 100% Éric Schaefer (2) 65% 100%
(1) It should be noted that the terms of office on the Supervisory Board of Amandine Ayrem and Kristin Neumann expired at the General Meeting of June 12, 2020. Kristin Neumann and Amandine Ayrem indicated that they were not requesting a renewal of their terms for personal and scheduling reasons. Their attendance rate is calculated on the basis of 17 meetings of the Supervisory Board and 4 meetings of the Audit Committee. (2) The Supervisory Board, meeting on August 28, 2020, accepted the resignation of Eric Schaeffer, who expressed his wish to end his duties for personal reasons. His attendance rate is calculated on the basis of 20 meetings of the Supervisory Board. (3) Sophie Flak was appointed by the General Meeting of June 12, 2020 to serve on the Supervisory Board for a four‑year term that expires at the end of the General Meeting called to approve the financial statements for the fiscal year ended December 2023. Her attendance rate is calculated on the basis of 13 meetings of the Supervisory Board and 2 meetings of the Compensation and Nominations Committee. (4) Antonin Marcus was co‑opted by the Supervisory Board on August 28, 2020 and his co‑option was ratified by the General Meeting of January 20, 2021. His attendance rate is calculated on the basis of 10 meetings of the Supervisory Board and 2 meetings of the Audit Committee. (5) Alessandro Ricciotti has sat on the Company’s Supervisory Board since July 29, 2020, following his appointment as a member of the Company’s Supervisory Board 7 representing the employees by the European Works Council during its meeting of July 29, 2020. His four‑year term of office expires at the end of the Annual General Meeting to be called to approve the financial statements for fiscal year 2023. His attendance rate is calculated on the basis of 13 meetings of the Supervisory Board. (6) Martine Gerow was elected by the Shareholders’ Meeting of June 12, 2020 to serve on the Supervisory Board for a four‑year term that expires at the end of the Annual Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 2023. Her attendance rate is calculated on the basis of 13 meetings of the Supervisory Board and 3 meetings of the Audit Committee.
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7.2.2 The Management Board
During the 2020 fiscal year and until February 26, 2021, the Company had a Management Board with the following members: • Ms. Caroline Parot, Chairwoman of the Management Board; • Mr. Olivier Baldassari, Director, Countries and Operations; • Mr. Fabrizio Ruggiero, Deputy Chief Executive Officer. It is reminded that Albéric Chopelin resigned from his seat on the Management Board on June 17, 2020. His resignation was accepted by the Board of Directors at its meeting of July 1, 2020.
MS. CAROLINE PAROT
Chairwoman of the Management Board Date of 1st appointment as Chairwoman of the Management Board: 11/23/2016 Date of renewal: N/A Date term of office ends: 03/08/2023 (see Section 7.1.1 for more biographical information)
MR. FABRIZIO RUGGIERO
Member of the Management Board Date of 1st appointment: 03/09/2015 Date of renewal: N/A Date term of office ends: 03/08/2023 (see Section 7.1.2 for more biographical information)
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MR. OLIVIER BALDASSARI
Member of the Management Board Chief Countries & Operations officer Date of 1st appointment: 12/21/2018; effective as of 01/01/2019 Date of renewal: N/A Expiration of term of office: 01/01/2023
Positions and offices held Age and nationality Positions and offices currently held 56 years – French (i) within the Europcar Group Business address 13 ter Boulevard Berthier • Member and Chairman of the Supervisory Board of Europcar Autovermietung GmbH 75017 Paris • Managing Director of Bayernmobile GmbH, Buchbinder Holding GmbH, Car & Fly Shares held GmbH, Carpartner Nord GmbH, Charterline Fuhrpark Service GmbH, Megadrive None Autovermietung GmbH, Ratisbona Consulting GmbH, Robben & Wientjes Autovermietung GmbH, Terstappen Autovermietung GmbH, ABC Autonoleggio S.R.L. and A.Klees Slovakia, s.r.o. • Director of Executive Trust Limited and Europcar UK Limited (ii) Excluding companies controlled(1) by the Company N/A Other positions and offices held over the last five years • Director of Rexel (USA) Inc. • Director of Vantage Electrical Group, Inc.
Management experience
• Olivier Baldassari joined the Group in January 2019 as Chief Countries and Operations officer and member of the Company’s Management Board. • Prior to that, he served as Vice-President Operations and Logistics for the USA at Rexel. • From 2011 to 2016, he was Operations Director for France and Southern Europe in the same company and from 2007 to 2011 he was the Group’s IT Director. • From 2005 to 2007, he was Executive Director of Global Operations at Delphi Corporation, and from 2003 to 2005 IT Director for Europe, the Middle East and Africa at the same company. 7 • Prior to that, he served as IT Director (2000‑2003), Program Director (1998‑2000), and Logistics Director (1995‑1998) for the Smurfit Kappa group. • He began his career as a consultant at Andersen Consulting (1987‑1991), then as a production manager at Vallourec (1992‑1995). • Olivier Baldassari holds a Master’s in Science from the École des Mines de Paris (1986) and an MBA from the INSEAD (1992).
(1) Articles L. 225‑21 paragraph 2, L. 225‑77 paragraph 2 and L. 225‑94 paragraph 1 of the French Commercial Code. (2) French listed company.
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7.2.3 Executive Committee and Investment Committee
In fiscal year 2020, the Group Executive Committee Group Executive Committee provided operational support to the Management Board The role of the Group Executive Committee, led by Caroline in the preparation and implementation of decisions and Parot, is to deploy the Group’s strategy throughout the strategies. The Investment Committee ensures control of organization. The Committee comprises managers from financial projects. each of the organizational entities and certain managers of operational functions of the Group as described below:
Name Position within the Group
Caroline Parot Chairwoman of the Management Board Olivier Baldassari Member of the Management Board – Director, Countries and Operations Fabrizio Ruggiero Member of the Management Board – Deputy Chief Executive Officer Damien Basselier Group IT Director and Group Chief Product officer José Blanco Group Chief Sales officer Aurélia Cheval Group Director of Strategy Xavier Corouge Group Chief Service Lines officer Jose-Maria Gonzalez Managing Director, Southern Europe, Australia and New Zealand Denis Langlois Group Human Resources Director Yvonne Leuschner Director of the Vans & Trucks Business Unit Luc Péligry Group Chief Financial officer Franck Rohard Secretary General and Group Legal Director Gary Smith Managing Director, Northern Europe and USA
Investment Committee The Investment Committee meets as often as required. Its key This Committee is supported by the Group’s PMO (project missions are to analyze, structure, control and subsequently management officer), management control and operating validate the economic and financial terms of commitments functions. The Investment Committee met 21 times during struck with the main partners and major Group investment 2020 and ruled on 26 subjects. proposals (main commercial stakeholders, including customers and partners), with regard to the policy defined by the Management Board.
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7.2.4 Corporate governance
7.2.4.1 Corporate Governance Code The Company refers to the AFEP-MEDEF Code, as revised As permitted by this Code and by the law, the Company has in January 2020 and regularly reviews and improves its set aside or amended some of the Code’s provisions to suit corporate governance practices. its specific circumstances or to comply with other provisions of the Code. These are summarized in the table below, along At its meeting of February 24, 2020, the Supervisory Board with the reasons for these choices. reviewed the recommendations of the revised AFEP-MEDEF Code.
AFEP-MEDEF Code recommendations Company practice and justification
Non‑compete agreement of the Regarding the renewal of term of office as members of the Management Board members of the Management for Caroline Parot and Fabrizio Ruggiero as well as the appointment of Olivier Board (Article 24.4 of the AFEP- Baldassari as a new member of the Management Board for a term of four MEDEF Code) years, decided by the Board during its meeting on December 21, 2018, and the appointment of Albéric Chopelin as a member of the Management Board during “The Board provides that the the 2019 fiscal year, the Supervisory Board did not consider it useful to specify that payment of the non‑compete the non‑compete clause that may be exercised by the Company be excluded as compensation is excluded as soon as the manager asserts his pension rights over age 65 since given the current soon as the officer asserts his ages of the members of Management Board, they are not asserting their pension pension rights. In any event, rights for at least 10 or 15 more years. The Supervisory Board decided however to no compensation can be paid respect this AFEP-MEDEF Code recommendation relative to the appointments or beyond 65 years of age” term‑of‑office renewals of Directors for which Management Board members could exercise their rights to retirement or remain in office beyond the age of 65.
7.2.4.2 Declarations relating to (i) no potential conflicts of interest between the duties of the corporate governance members of the Supervisory and Management Boards to the Company and their private interests and/or other 1. Absence of family ties duties; To the Company’s knowledge, and until the date of (ii) no service contracts linking one of the members of governance with Supervisory Board and Management the Supervisory Board to the Company or to one of its Board, there were no family ties between any members of subsidiaries and granting benefits. the Company’s Supervisory Board and members of the Management Board. Where a conflict of interest arises, the internal rules of the Supervisory Board dictate that the member of the 2. Absence of convictions Supervisory Board must inform the Board as soon as he/ To the Company’s knowledge during the last five years, she becomes aware of an actual or potential conflict of concerning the members of the Company’s Supervisory interest and recuse themselves from discussions and votes 7 Board: on related matters. (i) no conviction for fraud has been ruled against one of the The Supervisory Board’s internal rules also set forth that persons cited above; when one of the members of the Supervisory Board has a conflict of interest, or potential conflict of interest, concerning (ii) none of the aforementioned persons has been associated a subject to be discussed by the Board, the Chairman shall with a bankruptcy, seizure, liquidation, or placement of a ensure, upon recommendation of the Compensation and company under judicial administration; Nominations Committee which will have already examined (iii) there have been no claims and/or official public sanctions the conflict of interest, that the information on this subject ruled against one of the aforementioned persons by is not communicated to that member, without prejudice to statutory or regulatory authorities (including designated the latter’s obligations. professional bodies); and To the Company’s knowledge, and until the end of their (iv) none of the aforementioned persons has been terms of office, there were no agreements or undertakings disqualified by a court from acting as a member of the of any kind with shareholders, customers, suppliers or administrative, management or supervisory body of an others pursuant to which any member of the Company’s issuer, or from acting in the management or business Supervisory or Management Boards was appointed to such performance of an issuer. a position. 3. No conflicts of interest On the date of this document, there are no restrictions accepted by the members of the Supervisory Board and/ To the Company’s knowledge and until the end of their or the members of the Management Board concerning terms of office, and subject to the relationships described the assignment within a certain period of time of all or part in Section 7.2 “Related Party Transactions” of the 2020 of their stakes in the Company’s share capital, with the Universal Registration Document, there are: exception of (i) certain legal provisions, (ii) certain provisions set forth under the terms of the general regulations of the
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performance share allotment plans of which the members Supervisory Board’s Internal regulations continue to be of the Management Board were beneficiaries, as described met by Jean-Paul Bailly, Pascal Bazin and Sanford Miller, in Section 5.5.2.3 of this Document, (iii) the rules related to and Virginie Fauvel and Petra Friedmann. In addition, these the prevention of insider trading as set forth in the French criteria are also met by Martine Gerow. financial markets authority (“AMF”) general regulation and Therefore, the Supervisory Board has six independent (iv) the recommendations of the AFEP-MEDEF Code of members, which is half of the Board, pursuant to the Corporate Governance for Listed Companies, imposing an recommendations of Article 9.3 of the AFEP-MEDEF Code; obligation to retain shares. the members representing employee shareholders are 4. Independence of the members of not counted in calculating the percentage of independent the Supervisory Board members on the Supervisory Board. In accordance with the provisions of the AFEP MEDEF Each member of the Board of Directors is asked to submit Code, in its version of January 2020, to which the Company an annual declaration to the Company in respect of each refers, and the Supervisory Board’s Internal regulations, the of the independence criteria. Under the AFEP-MEDEF Code Supervisory Board reviews the circumstances of each of its recommendations, the Board of Directors may consider that members annually against the criteria for independence. a member who meets the independence criteria set forth in Article 9.5 of the AFEP-MEDEF Code, nevertheless does not The Supervisory Board that met on February 24, 2020 again qualify as independent or, conversely, that a Director who reviewed the independence of its members and considered fails to meet said criteria may be considered independent. that the independence criteria set out in Article 1 of the
Table of independence criteria for fiscal year 2020
Not receive any variable compen‑ sation or compensa‑ Not be an tion related Not employee Not have to the Com‑ represent a or an Not be a been a pany’s or shareholder executive No cross- No bu‑ current Director for the Group’s with more corporate direc‑ siness rela‑ No family or a past more than perfor‑ than 10% of Inde‑ officer torships tionships ties auditor 12 years mance the stock pendent
Jean-Paul Bailly Patrick Sayer Philippe Audouin Virginie Fauvel Petra Friedmann Pascal Bazin Sanford Miller Amandine Ayrem Éric Schaefer Kristin Neumann Adèle Mofiro Alessandro Ricciotti Antonin Marcus Martine Gerow Sophie Flak
It is noted that, because of his role as Chairman of the compensation from the Company, other than compensation Supervisory Board, a specific review was conducted on the for his work as Chairman and member of the Company’s status of Mr. Jean-Paul Bailly as an independent member. As Supervisory Board. As Chairman of the Supervisory Board in the table above shows, Mr. Jean-Paul Bailly does not have, a dual corporate governance structure, Mr. Jean-Paul Bailly and has not had, a relationship of any kind with the Company has no executive functions and does not take part in the or Group except for his service as member and Chairman of Company’s operating decisions. As a result, Mr. Jean-Paul the Company’s Supervisory Board. Nor has he received any Bailly is deemed to be independent.
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5. Diversity policy within the Supervisory Board • the Supervisory Board was composed of eleven members, including five women, or 40% of the members In fiscal year 2020: of the Supervisory Board excluding the employee • the Supervisory Board continues to monitor the representatives, which is in accordance with Article composition of the Board carefully, particularly the L. 225‑69‑1 of the French Commercial Code; diversity of its members based on different criteria such • in terms of international representation, the Supervisory as independence, gender, age, nationality, expertise and Board had three foreign members from the UK, Germany professional experience, working in this way to strengthen and the United States, i.e. 30% of the members of the the Group’s strategy with the expertise of its members, Supervisory Board. Four members of the Supervisory primarily in terms of management and a knowledge of Board developed real international experience mobilities and tourism, customer experience, digitization throughout their careers, which strengthens the and transformation; internationalization of the Board. • the Management Board also ensures that The average age of the members of the Supervisory Board executive corporate officers implement a policy of is 56 at the date of this Universal Registration Document. non‑discrimination and diversity, particularly gender balance in the management bodies;
Summary of the expertise of the members of the Supervisory Board
Finance & Mobilities Leadership & Mergers- Customer Transformation & Tourism International Management Acquisitions experience ESG & Digital
Jean-Paul Bailly Patrick Sayer Philippe Audouin Virginie Fauvel Petra Friedmann Pascal Bazin Sanford Miller Amandine Ayrem Éric Schaefer Kristin Neumann Adèle Mofiro Alessandro Ricciotti Antonin Marcus Martine Gerow 7 Sophie Flak
DESCRIPTION OF THE METHODOLOGY USED the Supervisory Board must have extensive experience as a senior manager. He must have skills in ESG, and The exercise of identifying the skills in the matrix for each more specifically in corporate governance; member of the Supervisory Board calls for the identification of the skills that investors must consider to be (i) consistent • second, at the Committee level, it is necessary to verify with the published profile of each Supervisory Board member that the members of each Committee have the skills (biography on the Company’s website, LinkedIn profile, etc.) needed to justify their membership on the Committee, that all investors can verify, (ii) relevant for the role of each as set out in the table above. Board member (Chairman and/or member of the Board and/ The objective of the matrix and Governance Roadshow, or a Committee) to ensure that the Board can fulfill its role which followed the creation of the matrix, was to highlight effectively, and (iii) necessary for the Company’s long‑term the strengths of the Supervisory Board. The Supervisory strategy and success. Board is highly qualified and has the skills needed to define This is a two‑stage process: a strategy, monitor and question the decisions of the Management Board, oversee financial and non‑financial • first, at the Supervisory Board level, it is necessary to performance and empower the Management Board in order (i) verify that all the essential skills listed in the matrix to reinforce long‑term value creation, in accordance with can be found on the Board and that no skill is not or the Company’s purpose. The Supervisory Board also sought insufficiently represented, and (ii) verify that the to ensure that the Company attracts and retains talent to Chairman of the Board has the skills necessary for implement its strategy and to speed up digital integration. carrying out his duties. On this last point, the Chairman of
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6. Representation of employees and employee 7. Terms of office of members of the Supervisory Board shareholders on the Supervisory Board The terms of office of the members of the Supervisory Adèle Mofiro was appointed by the Group Committee Board expire on a staggered basis in order to allow for the as a member of the Supervisory Board of the Company rolling renewal of the Supervisory Board’s membership, in representing employees, in accordance with the Company’s accordance with the recommendations of the AFEP-MEDEF by‑laws and pursuant to Article L. 225‑79‑2 of the French Code. Commercial Code. Ms. Adèle Mofiro has been a member It should be noted that the terms of office on the Supervisory of the Company’s Supervisory Board and entitled to voting Board of Amandine Ayrem and Kristin Neumann expired at rights since December 21, 2018. In addition, by decision of the the General Meeting of June 12, 2020. Kristin Neumann and Supervisory Board on December 21, 2018, she was appointed Amandine Ayrem indicated that they were not requesting a member of the Nominations and Compensation Committee. renewal of their terms for personal and scheduling reasons. Pursuant to the PACTE law, Alessandro Ricciotti was The General Meeting of shareholders of June 12, 2020, on the designated by the European Works Council of July 29, 2020 recommendation of the Compensation and Nominations as a member of the Supervisory Board of the Company Committee of March 12, 2020 approved the appointment of: representing employees, in accordance with the Company’s by‑laws and pursuant to Article L. 225‑79‑2 of the French • Martine Gerow as a member of the Supervisory Board Commercial Code. Mr. Ricciotti has been a member of the for a four‑year term that expires at the end of the Annual Company’s Supervisory Board with voting rights since General Meeting called in 2024 to approve the financial July 29, 2020. statements for the fiscal year ended December 31, 2023 (5th resolution); Pursuant to Article L. 225‑71 of the French Commercial Code, listed companies whose shares held by employees represent • Sophie Flak as a member of the Supervisory Board for more than 3% of the share capital are required to appoint a four‑year term that expires at the end of the Annual one or more employee shareholder representatives to sit on General Meeting called in 2024 to approve the financial their Supervisory Board. Given that at December 31, 2020, statements for the fiscal year ended December 31, 2023 the number of Company shares held by employees was less (6th resolution). than 3%, the Company does not fulfill the condition for the implementation of this obligation.
7.2.5 Functioning of the Supervisory Board
1. Main provisions of the Company’s by‑laws and 2. Participation in Supervisory Board meetings by video the Supervisory Board’s Internal regulations conference or other means of telecommunication The Supervisory Board’s internal regulations follow best Pursuant to applicable laws and regulations, the use of practices to ensure compliance with the basic principles video‑conference or other means of telecommunication is of corporate governance, in particular those set out in the authorized for any Supervisory Board meeting: the means AFEP-MEDEF Code. used must enable real‑time and continuous transmission of speech and, if applicable, video images of the members, The Internal regulations were revised by the Supervisory who must be visible to everyone. These means must also Board at its meetings of February 24, 2017, February 28, 2018, permit each member to be identified and ensure their active March 20, 2018, and September 20, 2018. It complements the participation in meetings. Company’s by‑laws as well as the laws and regulations in force by specifying the duties, composition and operation of the Members participating in a Supervisory Board meeting Supervisory Board and its committees, the Audit Committee, by means of video conference or other means of the Compensation and Nominations Committee and the telecommunication as described above are deemed Strategic Committee, and their interactions. The internal present for purposes of calculating quorum and majority. regulations of the Audit Committee, the Compensation and The attendance sheet includes the names of members Nominations Committee and the Strategic Committee are participating in the Supervisory Board meeting in such attached as an Appendix to the rules of Supervisory Board’s manner. The meeting’s minutes must indicate the names of internal regulations. those Supervisory Board members deemed present in this manner. The minutes must also mention the occurrence of The Supervisory Board’s Internal regulations may be any technical difficulties that may have interfered with the modified at any time by a decision of the Supervisory Board. meeting.
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In accordance with Article L. 225‑82 of the French Commercial Activities of the Supervisory Board and Advisory Code, Article 19.III of the Company’s by‑laws and Article 7.5 of Committees in 2020 the Supervisory Board’s Internal regulations, participation in a) Frequency, length and attendance at Supervisory Supervisory Board meetings by means of video conference Board meetings or other means of telecommunication is prohibited for votes on the following decisions: During the 2020 fiscal year, the Supervisory Board met a total of 30 times (versus 19 meetings in 2019) as follows: • appointing or replacing its Chairperson and Vice- Chairperson; (i) 8 in‑person meetings, with an average duration per meeting of 3 hours; • appointing or removing members of the Management Board; (ii) 1 full‑day seminar on July 1, 2020 to discuss the major strategic directions for the Group proposed by the • closing the annual Company and consolidated financial Management Board; statements and reviewing the Company and Group management reports. (iii) 21 videoconference meetings of about 3 hours each. By decision of the General Meeting of shareholders of The overall attendance rate of members at meetings of the June 12, 2020, Article – of the by‑laws was amended to Supervisory Board and its committees was 84% in 2020 allow a written consultation procedure for decisions of the (versus 87.1% in 2019). Supervisory Board in accordance with Article L. 225‑82 of the French Commercial Code. b) Activities of the Supervisory Board and Advisory Committees in 2020
Compensation and Supervisory Board Strategic Committee Nominations Committee 30 meetings 5 meetings Audit Committee 7 meetings 10 meetings
Health crisis and follow‑up Review of internal strategic Review (i) of the annual Determination of the projects for digital and consolidated financial compensation of Financial restructuring transformation, statements for the 2019 the members of the Results and financial fiscal year and proposed Management Board for Review of measures to management of the allocation of the fiscal the 2019 fiscal year on the implement in response to Company year 2019 result, (ii) of the basis of the 2019 financial the public health crisis. consolidated financial statements. Review (i) of the annual statements for the first and consolidated financial Determination of the half of 2020 and (iii) of the statements for the 2019 principles, criteria and financial statements for the fiscal year and proposed elements of compensation third quarter of 2020. allocation of the fiscal for the members of the year 2019 result, (ii) of the Review of internal control Management Board for consolidated financial and actions carried out by fiscal year 2020. statements for the first Internal Audit. Talent management policy half of 2020 and (iii) of the 7 Review of the risk mapping. within the Group. financial statements for the third quarter of 2020. Review of the internal Succession plan for IT control and of the IT the members of the Review of the 2019 URD systems safety plan. Management Board, the Review of drafts of financial Group Executive Committee Review of the compliance communications. and the Managing Directors program. of the corporate countries. Dividend policy. Review of disputes and Monitoring of the free share Review of the financing litigation. grant plans for certain policy. employees and members of In‑depth strategy review the Group’s Management during a full‑day seminar. Board for 2018 and 2019. Review of the 2020 budget. Determination of the terms of breakdown of attendance Notice of the Annual fees for the Supervisory Combined Shareholders’ Board; and Meeting of June 12, 2020 and January 20, 2021, and Management of the adoption of the reports and self‑assessment of the draft resolutions Supervisory Board and its committees.
(*) List of main topics addressed.
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c) Supervisory Board’s analysis of its performance and to systematically conduct after‑the‑fact analysis of the annual assessment significant strategic decisions. Once a year, the Supervisory Board should devote a point of A self‑assessment on the composition, organization and its agenda to the assessment of its operations and discuss its functioning of the Supervisory Board and its Committees performance in view of improving its efficiency, ascertaining during the fiscal year 2018 was carried out by members of the that important issues were properly prepared and discussed Supervisory Board and supervised by the Compensation internally and measuring the actual contribution of each of and Nominations Committee. The findings of this its members to its work. self‑assessment survey were presented to, and debated by, the Supervisory Board on March 20, 2019 at the item In addition, the Supervisory Board’s internal regulations of the agenda set each year to discuss the functioning of provide that a formal assessment of the Supervisory Board the Supervisory Board. This self‑assessment established and its committees must be carried out every three years, that the areas for improvement identified at the previous where necessary under the direction of an independent assessment of the Supervisory Board and presented at the member of the Supervisory Board, and, if required, an external meeting on February 28, 2018 had largely been satisfactorily consultant, in order to verify in particular compliance with implemented in 2018. According to the survey, members the working principles of the Supervisory Board and identify believe that important issues are properly prepared and areas in which the Supervisory Board’s performance and debated and that the effective skills of and contributions efficiency can be improved. In the two years following the from Board members foster cohesion and enhance the formal assessment, Supervisory Board’s internal regulations quality of debate in the Supervisory Board. The suggested allow for self‑assessment by its members. new areas of improvement include further work to be Thus, in accordance with the Supervisory Board’s and carried out and expanded on succession plans, notably the AFEP-MEDEF Code recommendations, a formalized those for members of the Group Executive Committee and evaluation of the composition, organization and functioning the Supervisory Board, and optimizing the work carried out of the Supervisory Board and its committees was conducted by the Strategic Committee and the Supervisory Board on in late 2016 by an independent outside consultant and value creation scenarios. presented to the Supervisory Board on February 24, In accordance with the with the Internal regulations of the 2017. This evaluation showed that the diversity in the Supervisory Board and the recommendations of AFEP- composition of the members of the Board and changes MEDEF Code, a formal assessment of the composition, in the functioning of the Supervisory Board were positive. organization and operating procedures of the Supervisory Possible improvements have nevertheless been identified Board and its Committees was conducted at the end of and have been implemented during 2017. They concern in 2019 by an independent external firm and presented to the particular: the prioritization of the subjects on the agendas Supervisory Board meeting on January 27, 2020. of meetings and the establishment, in conjunction with the members of the Board, of an agenda of the subjects which During this process, each member of the Board was will be presented and discussed by the Supervisory Board confidentially interviewed by the independent external during the year. The areas for improvement suggested by the consultant using the same interview guide, covering report were presented and discussed at the meeting of the governance fit and Board activities, Board effectiveness, Supervisory Board on February 24, 2017, during the agenda Board composition, roles and areas of expertise, Board item devoted each year to discussing the functioning of the involvement and engagement, Board involvement in Supervisory Board. succession planning, and Board Committees functioning. Besides an assessment of the Board collective functioning, A self‑assessment on the composition, organization and individual Board members’ contributions were also assessed, functioning of the Supervisory Board and its Committees allowing the Chairwoman of the Board to share constructive during the fiscal year 2017 was carried out by members of the feedback. Supervisory Board and supervised by the Compensation and Nominations Committee. The conclusions of this This evaluation established that the areas for improvement self‑assessment were presented to the Supervisory Board identified during the previous assessment of the Supervisory on February 28, 2018. This self‑assessment established Board and presented on March 20, 2019 had been almost that the areas for improvement identified at the previous fully implemented: in particular on executive roles succession assessment of the Supervisory Board and presented on planning, balance between presentation and discussion, February 24, 2017 had been implemented. The members of participation rates and the articulation between the the Supervisory Board all agreed that, for the most part, Strategic Committee and the Board. implementation in fiscal year 2017 of the recommendations The 2019 evaluation identified a few new areas for made and areas for improvement identified in February 2017 improvement including time devoted to strategic, the had been satisfactory. The new areas for improvement implementation of regular “executive sessions”, succession suggested in the findings of the self‑assessment carried planning for future Board composition, and the visibility on out in January 2018 were presented and discussed during planning and Board activities. the Supervisory Board meeting of February 28, 2018, under the agenda item devoted every year to a discussion about The areas for improvement suggested by the report were the way in which the Supervisory Board works. The major presented and discussed at the meeting of the Supervisory points were to make a greater effort to offer new Supervisory Board on February 24, 2020, during the agenda item devoted Board members a more structured integration program and each year to discussing the functioning of the Supervisory Board.
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3. Committees of the Supervisory Board • review the annual and interim parent company and consolidated financial statements (including Pursuant to Article 20.VI of the Company’s by‑laws and the consolidated companies, provisions and risks), Article 11 of the Supervisory Board’s internal regulations, and ensure the relevance and permanence of the Supervisory Board may form committees charged the accounting methods used to establish these with examining questions submitted to them by the Board statements in the presence of the Statutory Auditors, or its Chairman. The Supervisory Board created an Audit who present the essential points of the results of the Committee and a Compensation and Nominations legal audit, and the accounting options used, Committee. On March 20, 2018, the Supervisory Board also • review the process for preparing the financial decided to create a Strategic Committee and adopted information and the review of the annual and interim its internal rules, The composition of these committees, statements in the presence of the Statutory Auditors as decided by the Supervisory Board, complies with the who report on the performance of their mission and recommendations of the AFEP-MEDEF Code. the conclusions from their work. In addition, the Supervisory Board decided, on September 18, (ii) Overseeing the effectiveness of the internal control, 2019, to create an ad hoc Committee whose missions and Internal Audit and risk management systems concerning functioning are described in this Universal Registration accounting, financial, and non‑financial information: Document. • ensure the relevance, reliability and implementation Finally, at its meeting of July 1, 2020, the Supervisory Board of internal control procedures and the identification, decided to set up a Monitoring Committee. hedging and management of the Company’s risks in Pursuant to the second paragraph of Article L. 225‑39 of relation to its activities and its accounting, financial the French Commercial Code, on February 24, 2020 the and non‑financial information, Supervisory Board approved the terms of the Europcar • monitor the effectiveness of the Internal Audit, in Mobility Group’s internal charter on the procedure relating particular the procedures relating to the preparation to agreements concerning current transactions conducted and processing of accounting, financial and under normal conditions. The implementation of the non‑financial information, without prejudice to its procedure, which makes it possible to regularly verify that independence. agreements concerning current transactions conducted (iii) Overseeing the legal audit of the parent company and under normal conditions effectively fulfill these conditions, consolidated financial statements by the Company’s will be an integral part of the Audit Committee’s remit. Statutory Auditors: a) The Audit Committee • gather and monitor information from the Company’s Statutory Auditors (including outside the presence Members – Article 11 of the Supervisory of members of the Management Board) notably Board’s Internal regulations on their general work schedule, on changes they • 5 Members: consider necessary to the Company’s accounts or other accounting documents, on any accounting • Martine Gerow, Chairwoman of the Audit Committee, irregularities, anomalies or inaccuracies they may • Virginie Fauvel, have identified, on uncertainties or significant risks • Pascal Bazin, concerning the preparation and processing of the • Philippe Audouin, accounting, financial and non‑financial data, on • Antonin Marcus; the conclusions drawn from their observations and • 60% independent members, including the Chairwoman corrections on the results of the period compared to 7 of the Audit Committee; those of the previous period, and on any significant internal control weaknesses they may have • 40% women; discovered. • no executive corporate officer. (iv) Overseeing the independence of the Statutory Auditors: The composition of the Audit Committee is in line with the • direct the procedure for selecting and renewing the recommendations of the AFEP-MEDEF Code (Art.16.1). Statutory Auditors and submit the results of this selection to the Supervisory Board. In accordance Duties – Article 1 of the Audit Committee’s internal rules with the regulations in force, the Audit Committee The duties of the Audit Committee are to oversee the must recommend to the Supervisory Board the preparation and audit of accounting and financial appointment of Statutory Auditors from new firms information and to ensure the effectiveness of risk monitoring by conducting a tender process when the term of and internal operating control mechanisms in order to appointment including renewals has reached the facilitate the Supervisory Board’s oversight of control and maximum permitted (24 years as co-Statutory verification mechanisms. Within this framework, the Audit Auditor from the date of the Company’s IPO), Committee provides all advice and recommendations to the • review with the Statutory Auditors the risks pertaining Supervisory Board in carrying out the following main duties: to their independence and the safeguard measures taken to reduce these risks. It must in particular ensure (i) Overseeing the preparation of accounting and financial that the amount of the fees paid by the Company information: and the Group, or the percentage it represents in • review accounting methods and any exceptional, the revenue of the Statutory Auditors firms or their material change in the accounting principles applied networks, is not likely to weaken the independence by the Company, of the Statutory Auditors,
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• review the significant risks and off‑balance sheet • 75% women; commitments of the Company and its subsidiaries • no executive corporate officer. and assess the significance of the malfunctions or weaknesses that are communicated to it and inform The composition of the Compensation and Nominations the Supervisory Board where necessary, Committee is in compliance with the recommendations of • interview the persons in charge of the Internal Audit the AFEP-MEDEF Code (Art.17 and 18). and regularly examine the mapping of business risks, • give its opinion on the organization of the Internal Duties (Article 1 of the internal rules of the Audit Department and be informed of its work Compensation and Nominations Committee) program. It should receive the Internal Audit reports The Compensation and Nominations Committee is a or a periodic summary of these reports. specialized Committee of the Supervisory Board, the primary duty of which is to assist the Supervisory Board Committee meetings (Article 2 of the Audit in constituting the Company’s management bodies and Committee’s internal rules and Article 11 of the in determining and regularly assessing all compensation Supervisory Board’s Internal regulations) and benefits received by the members of the Management The Audit Committee may conduct meetings in person or via Board, including deferred benefits and/or severance pay for video or telephone conference pursuant to the same rules as voluntary or forced departure from the Group. Within this the Supervisory Board, when convened by its Chairman or framework, it performs the following tasks: secretary, so long as at least half of its members participate. • proposals for appointment to the Supervisory Board in Committee members may not give proxies to other members view of the appointment of members of the Supervisory to represent them. Board, Management Board and Board Committees by The Audit Committee’s recommendations are adopted by the General Meeting or the Supervisory Board: for this a simple majority of members present. In the event of a tie, purpose, the Committee examines in detail all elements the vote of the Committee’s Chairman prevails. to be taken into consideration in its deliberation, particularly on the basis of the composition and changes The notice of meeting must include an agenda and may be in the shareholder base of the Company, to balance the transmitted orally or by any other means. composition of the Board: gender balance, nationality, The Audit Committee meets as often as necessary and, in international experience, expertise, etc.; any event, at least twice a year in connection with the Group’s • implementation of a succession plan for executive preparation of the annual and interim financial statements. corporate officers: The Compensation and Nominations The Audit Committee’s meetings are held prior to the meeting Committee prepares and updates a confidential of the Supervisory Board and, to the extent possible, at least succession plan for the members of the Management two days prior when the Audit Committee’s agenda includes Board, as well as the members of the Group Executive examination of interim or annual financial statements prior Committee, to be in a position to quickly propose to their review by the Supervisory Board. succession solutions to the Supervisory Board in the event of an unexpected vacancy. In the context of Minutes are prepared for each meeting, in the absence performing the aforementioned work, the Committee of other provisions, by the meeting’s secretary appointed works with Chairwoman of the Management Board. by the Committee’s Chairman, under the authority of the The departure of key persons of the management Committee’s Chairman. The minutes are sent to all members team and managers of the Group has been identified of the Committee. The Chairman of the Committee decides as a risk factor for the Company. To ensure continuity of conditions pursuant to which it reports on its work to the operations upon foreseen or unforeseen departures or Supervisory Board. hires, the Compensation and Nominations Committee, The Audit Committee may rely on, if necessary, external assisted by the Human Resources Department, discusses experts through requests for technical studies on topics in detail, prepares and keeps up‑to‑date a confidential relevant to their skills. succession plan for the Members of the Management Board as well as the Members of the Group Executive The Committee presents its work at the next Supervisory Committee. It works together with the Chairwoman of Board meeting. the Management Board. This plan should enable the b) Compensation and Nominations Committee Supervisory Board to on the one hand quickly find succession solutions in case of an unforeseen vacancy Composition – Article 11 of the and on the other hand define the profiles required Supervisory Board’s internal rules for potential successors, considering the Group’s strategy, its diversity policy and the level of expertise • 4 Members: and experience necessary for a successful succession. • Pascal Bazin, Chairman of the Compensation and The Compensation and Nomination Committee then Nominations Committee, submits a detailed report on the succession plan to the • Petra Friedmann, Supervisory Board; • Sophie Flak, • annual evaluation of all offices held by the members of • Adèle Mofiro; the Supervisory Board; • 50% independent members, including the Chairman of the Committee;
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• review and proposal to the Supervisory Board of all • 60% independent members, including the Chairman of components and conditions for compensation of the the Committee; members of the Management Board: the Committee • 40% women; studies and makes proposals that include the fixed and variable compensation, as well as, if applicable, • no executive corporate officer. share subscription or purchase options, allotments of performance shares, retirement and pension plans, Duties (Article 1 of the Strategic severance packages, in‑kind or individual benefits Committee’s internal rules) and any other possible direct or indirect compensation The Strategic Committee was created in March 2018 for the (including long‑term) that may be included in the purpose of studying and examining the merits of acquisition compensation of members of the Management Board. projects and opportunities for large investments that could The Committee is informed of the compensation policy facilitate or accelerate the good execution of the Company’s for the principal executives who are not corporate development strategy. The Strategic Committee analyzes in officers, as well as of the hiring and compensation of the particular the Group’s various potential strategic guidelines members of the Executive Committee. The Committee and options that are likely to favor its development. In this works together with the members of the Management respect: Board on this task; • it studies and examines the prospective relevance • review and proposal to the Supervisory Board on the of partnership agreements, acquisition projects or method of distribution of Directors’ fees and on any significant investment opportunities that could facilitate exceptional compensation for exceptional tasks that or accelerate the successful execution of the Company’s may be entrusted, if necessary, by the Supervisory Board development strategy; to some of its members. • it studies and issues recommendations on strategic Committee meetings (Article 2 of the internal rules of acquisition and investment projects that are subject to the Compensation and Nominations Committee and the prior approval of the Supervisory Board; Article 11 of the Supervisory Board’s internal rules) • it studies the risks associated with plans projects of The Compensation and Nominations Committee may development or establishment in countries where the conduct meetings in person or via video or telephone Group is not present. conference pursuant to the same rules as the Supervisory The Strategic Committee is also responsible for issuing Board, when convened by its Chairman or secretary of recommendations regarding the investments needed to the Committee, so long as at least half of its members implement each of the strategies contemplated: participate. Committee members may not give proxies to other members to represent them. • it ensures that the strategy adopted and applied by the Management Board is consistent with the strategic The Compensation and Nominations Committee’s orientations adopted by the Company or makes any recommendations are adopted by a simple majority of recommendation to modify this policy. the members present. In the event of a tie, the vote of the Committee’s Chairman prevails. The Strategic Committee’s role is to assist the Supervisory Board. To that end, it issues all opinions and recommendations The notice of meeting must include an agenda and may be to the Supervisory Board in the aforementioned areas. transmitted orally or by any other means. More generally, the Strategic Committee is tasked with The Compensation and Nominations Committee meets as identifying and submitting to the Supervisory Board any 7 often as necessary and, in any event, prior to any meeting direction or initiative deemed interesting for the future of at which the Supervisory Board votes on the compensation the Company, provided that it preserves its operational of the members of the Management Board or the allocation functioning and ensures the maintenance of the major of attendance fees. financial balances. The Committee presents its work at the next Supervisory Board meeting. The Supervisory Board then discusses Committee meetings (Article 2 of the Strategic the components of compensation of Management Board Committee’s internal rules and Article 11 of members without the latter being present. the Supervisory Board’s internal rules) c) Strategic Committee The Strategic Committee may conduct meetings in person or via video or telephone conference pursuant to the same Composition – Article 11 of the rules as the Supervisory Board, when convened by its Supervisory Board’s internal rules Chairman or secretary, providing that at least half of its members participate. Committee members may not give • 5 Members: proxies to other members to represent them. • Jean-Paul Bailly, Chairman of the Strategic The Strategic Committee’s recommendations are adopted Committee, by a simple majority of members present. In the event of a • Patrick Sayer, tie, the vote of the Committee’s Chairman prevails. • Petra Friedmann, • Virginie Fauvel, The notice of meeting must include an agenda and may be • Philippe Audouin; transmitted orally or by any other means. The Committee presents its work at the next Supervisory Board meeting.
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d) Ad hoc Committee As part of their duties, the members of this independent ad hoc Committee held regular discussions with all stakeholders. Composition Once its mission to monitor the strategic review process The ad hoc Committee, established at the Supervisory initiated by Eurazeo was completed, this Committee ceased Board meeting of September 18, 2019, is composed of three to exist in the first half of 2020. independent members as defined by the AFEP-MEDEF e) Monitoring Committee Code. For confidentiality reasons and to prevent its members from Composition being subjected to pressures or communication, it has been At its meeting on July 1, 2020, the Supervisory Board decided not to disclose their identity. approved the establishment of a Monitoring Committee of four members, the majority of whom are independent, with Duties and meetings equal representation of men and women. For confidentiality The mission of the ad hoc Committee is to monitor the reasons and to prevent its members from being subjected strategic review initiated by Eurazeo on behalf of the to pressures or communication, it has been decided not to Supervisory Board. In this respect: disclose their identity. • it monitors and reviews the developments of Eurazeo’s Duties and meetings proposed sale of its interest in the Company’s capital, including reviewing the list of potential investors, The Monitoring Committee was formed with the mission monitoring the selection of potential investors in the first to monitor, on behalf of the Supervisory Board, the study round, obtaining information pursuant to the indicative initiated by the Management Board on a change in the letters of intent, reviewing the choice of the investor financial restructuring. selected in the second round (and subsequent rounds, if Since its formation, the Monitoring Committee met regularly applicable), monitoring the process, informing members on a weekly basis. Prior to each of these meetings, the of the Supervisory Board, assessing the nature of the Company’s legal counsel transmitted to the members of the information provided to investors, and communication; Monitoring Committee presentations containing information • its mission is to analyze and verify respect for the rules of relevant for monitoring the financial restructuring process. good governance during the process, particularly in the This information included elements on the Company’s area of conflicts of interest and the principle of equality financial position, the proposals for financial restructuring among shareholders; and, more generally, the follow‑up on talks with the different stakeholders of the financial restructuring process. It is • it ensures frequent communications with the specified that the decisions on the financial restructuring Management Board as well as with the financial and process that were adopted by the Supervisory Board legal advisors of the Company and/or the Supervisory followed the prior recommendations made to the members Board; of the Supervisory Board by the Monitoring Committee. • it issues opinions and recommendations to the Supervisory Board in the areas falling within the scope of its mission whenever it deems appropriate.
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7.3 COMPENSATION POLICY AND BENEFITS OF ANY KIND FOR MEMBERS OF THE SUPERVISORY BOARD AND THE BOARD OF DIRECTORS, FOR FISCAL YEAR 2021
The compensation of the members of the Supervisory In its analysis and proposals to the Board of Directors, the Board, members of the Board of Directors, members of the Compensation and Nominations Committee pays attention Management Board, Chief Executive Officer and Deputy to comply with the recommendations of the AFEP-MEDEF Chief Executive Officer is determined by the Board of Code. Directors, on recommendation of the Compensation and Nominations Committee.
7.3.1 Compensation policy applicable to members of the Supervisory Board for the period January 1, 2021 to February 26, 2021
Note that the Company was previously a public limited the actual duration of the office held during the fiscal company (société anonyme) with a Management Board year; and and a Supervisory Board until February 26, 2021. Therefore, • a variable portion: and on the recommendation of the Compensation and Nominations Committee meeting of March 29 and April 1, • according to effective participation in Supervisory 2021, the following compensation policy applicable to (i) the Board meetings: Chairman of the Supervisory Board and (ii) members of – €3,000 per member for his or her effective the Supervisory Board will be submitted for approval to the participation in a Supervisory Board meeting Shareholders’ Meeting of June 30, 2021: held in person and/or lasting three hours or more, (i) Compensation policy of the Chairman of the Supervisory – €750 per member for his or her effective Board participation in a Supervisory Board meeting held by teleconference and/or lasting less than • gross fixed annual compensation of €165,000, this sum three hours, to be paid prorata temporis to the actual duration of the office held during the fiscal year. • subject to effective participation in Audit Committee, Compensation and Nominations Committee or (ii) Compensation policy of the members of the Supervisory Strategic Committee meetings: €1,700 per member Board of the Committee, with an additional 50% for the • a fixed portion: €30,000 for the Chairman of the Chairman of the Committee; Supervisory Board and €15,000 for each of the other 7 • up to an overall limit of €550,000. members, these sums to be paid prorata temporis to
7.3.2 Compensation policy 2021 applicable to members of the Board of Directors from February 26, 2021
Note that since February 26, 2021, the Company is a public Chief Executive Officer and the member of the Board limited company (société anonyme) with a Board of Directors. of Directors representing the employees) for fiscal year 2021, by decreasing it to €250,000 (instead of the current Also note that the General Meeting of January 20, 2021 amount set at €550,000); and approved the following compensation policy applicable to members of the Board of Directors for fiscal year 2021: • to transpose mutatis mutandis the compensation policy for the Chair of the Company’s Supervisory Board • to transpose mutatis mutandis the compensation policy for fiscal year 2020, as presented in the corporate for members of the Company’s Supervisory Board governance report and stated in Section 5.3.2.1 of the for fiscal year 2020, as presented in the corporate Company’s 2019 Universal Registration Document, to governance report and stated in Section 5.3.2.1 of the the future Chair of the Company’s Board of Directors, Company’s 2019 Universal Registration Document, to modifying, however, the compensation for the Chair of future members of the Company’s Board of Directors, the Board of Directors, by decreasing it to a fixed annual modifying the total annual amount of the allocation to amount of €150,000 for fiscal year 2021 (in place of the the members of the Board of Directors (other than the current amount of €165,000).
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Nevertheless, on the recommendation of the Compensation • annual compensation allocated to all members of and Nominations Committee and as approved by the Board the Board of Directors and composed of: of Directors on February 26, 2021, a revised compensation – a fixed portion of €20,000, policy for fiscal year 2021 will be proposed to the General – a variable portion paid in consideration of their Meeting of shareholders of June 30, 2021 as follows: actual participation in meetings of the Board of (i) compensation policy of the Chairman of the Board of Directors and its committees, up to an annual limit Directors: of €60,000, increased by 50% for the respective Chairs of the Board’s committees or any other • a fixed annual amount of €160,000, in addition to the Committee created; fixed compensation for the role of Member of the Board of Directors. Note that the Chair does not benefit from • exceptional compensation may be granted by the any free shares or options grant or any severance pay: Board of Directors for specific assignments or mandates entrusted to them: • the Chairman benefits from a company car, • this annual compensation does not include: • this annual compensation does not include: – a grant of options or performance shares, – company cars (except for the Chair), – severance pay; – a grant of options or performance shares, – severance pay. (ii) compensation policy of Directors: In accordance with the recommendations of the AFEP- It is specified that the total gross annual compensation of MEDEF Code, in the event that a member effectively attends members of the Board of Directors, for a Board of Directors 100% of the meetings of the Supervisory Board and its composed of eight (8) members (including the Chairman of committees, held in person and by teleconference in 2020, the Board of Directors) may not exceed €560,000 (including the variable annual portion of compensation (attendance the Chair of the Board of Directors, the Chief Executive fees) due to a Board member (with the exception of its Officer as a Member of the Board of Directors and a member Chairman) will be preponderant over the fixed portion of of the Board of Directors representing employees). the compensation (attendance fees). • This limit is prorated to the number of members for a Board of seven (7) Directors, including the Chair of Shareholders’ approval of components the Board of Directors, the Chief Executive Officer as of compensation due or awarded to a Member of the Board of Directors and a member of members of the Supervisory Board the Board of Directors representing employees. This Pursuant to Article L. 225‑82‑2 of the French Commercial results in a total gross annual amount of no more than Code, the above compensation policies will be submitted €400,000, which may be distributed as follows, it being for approval to the shareholders’meeting on June 30, 2021. specified that its distribution is at the discretion of the Board of Directors:
80 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Corporate governance report Compensation policy and benefits of any kind for members of the Management Board, CEO and Deputy CEO (year 2021) 7
7.4 COMPENSATION POLICY AND BENEFITS OF ANY KIND FOR MEMBERS OF THE MANAGEMENT BOARD, CEO AND DEPUTY CEO (YEAR 2021)
The compensation of the members of the General Compensation structure Management is determined by the Board of Directors on The compensation for each member of the General recommendation of the Compensation and Nominations Management, as renewed by the Board of Directors at its Committee. May 17 2021 meeting, comprises the following components: In its analysis and proposals to the Board of Directors, the • fixed annual compensation payable over a period of Compensation and Nominations Committee pays particular twelve months; attention to comply with the recommendations of the AFEP- MEDEF Code. • annual variable compensation expressed as a percentage of the fixed annual compensation; The remuneration policy applicable to the members of the Management Board for the period from 1 January 2021 to • benefits in kind. 26 February 2021 is strictly identical to that applicable to the The members of the General Management may also receive members of the CEO and Deputy CEO from 26 February 2021 compensation under the non-compete clause as described to 31 December 2021, pro rata temporis for Olivier Baldassari, in this document. The Chief Executive Officer may receive member of the Management Board. compensation for forced termination of her office, the Consequently, only the remuneration policy for the CEO and amount of which is based on the terms and conditions Deputy CEO is presented below. discussed in this document.
The compensation policy for members of the CEO and Deputy 2021 Fixed compensation CEO is structured so as to respect the Company’s corporate interest and continuity. In particular, the quantifiable and The fixed compensation for each of the members of the qualitative criteria for Annual Variable Compensation General Management reflects the responsibility that they described below are defined according to the Company’s assume and their respective expertise. This is consistent and commercial strategy and its multi-year targets. takes into account the attractiveness of this compensation against the market. When a member of the General Management is appointed, the Board of Directors determines, upon recommendation A review of the fixed compensation for members of of the Compensation and Nominations Committee, all the General Management is, in the same way as all performance conditions associated with the term of office components of compensation for members of the General of the new member of the General Management and, in Management, conducted annually by the Board of Directors particular, the length of the terms of office and applicable on recommendation of the Nominations and Compensation terms of dismissal. Committee, and on the basis of a comparative study conducted by an external firm. The frequency of the changes All components of compensation of the members of the in the fixed compensation of each of the members of the 7 General Management are examined and decided each General Management will depend on any differences that year by the Board of Directors, on the recommendation of may be noted at the beginning of each fiscal year between the Compensation and Nominations Committee, thereby the responsibilities assumed and the respective expertise guaranteeing the absence of any potential conflict of of each of the members of the General Management on the interest. Decisions on the compensation of the members one hand, and the market analyses on the other, while still of the General Management are taken considering the complying with the recommendations of the AFEP-MEDEF following elements: the responsibilities of the members of the Code. General Management, performance, applicable regulations, the recommendations of the AFEP-MEDEF Code and market The comparative study carried out at the end of 2018 practices. revealed a discrepancy between the fixed compensation received by Caroline Parot and Fabrizio Ruggiero and the The compensation of the members of the General compensation obtained from market analysis. Taking into Management takes into account the principles of account the findings of this study and given the significant comprehensiveness, balance, comparability, coherence, augmentation in the responsibilities of the members of intelligibility and measure, in accordance with the the General Management due to the increased size of the recommendations of the AFEP-MEDEF Code. Group, on the recommendation of the Compensation and All compensation components (fixed annual, variable Nominations Committee on December 11, 2018, the Board annual and long-term compensation) and the balance of Directors decided on December 21, 2018 to raise the between them have been analyzed and taken into fixed annual compensation of Caroline Parot and Fabrizio account to determine the General Management members’ Ruggiero as of May 1, 2019. compensation.
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This adjustment in the fixed compensation of these members compensation of the members of the General Management of the General Management to be applied in 2019 was part of is intended to take into account their individual performances the three-year review and is consistent with the events that and the Company’s performance and is based on qualitative have affected the Company since 2016 as well as market and quantifiable performance criteria set individually for practices, in accordance with the compensation policy each member of the General Management. The analysis adopted by the Shareholders’ Meeting of May 10, 2017. In of performance based on diverse predetermined criteria addition, the Board of Directors agreed to the principle that is assessed in relation to the Company’s objectives, this fixed compensation could only be revised at the end of shareholders’ interests and additionally, implementation of the three-year review period unless an early review is called the Company’s strategy. for due to a particular event (such as a change in scope or The Target Variable Compensation of each of the members a significant difference with the reference panel) that would of the General Management corresponds to 100% of the justify such a modification, which would have to be explained amount of his or her fixed annual compensation. The by the Board of Directors and made public. maximum of their Annual Variable Compensation cannot Pursuant to the principle that the fixed compensation of exceed 157,32% of their fixed annual compensation. members of the General Management may be revised only every three years, given that the fixed compensation of Description of the components of annual Caroline Parot and Fabrizio Ruggiero had been reviewed variable compensation in 2021 on May 1, 2019. The Board of Directors on May 17, 2021, on the recommendation The comparative study assigned to an independent firm of the Compensation and Nominations Committee on May 17, during the final quarter of 2018 revealed a certain discrepancy 2021 decided to establish the qualitative and quantifiable in the annual fixed compensation of Caroline Parot compared criteria applicable for 2021, as described below. with French and international market compensation levels. The Annual Variable Compensation is expressed as a As the discrepancy noted was more than 25% compared percentage of the fixed annual compensation. with the median of the SBF 80 French companies’ sample and more than 45% compared with the median of the The “Target Variable Compensation” of a member of the international sample of 21 comparable companies, the General Management corresponds to achievement of 100% Board of Directors decided, upon recommendation of the of the objectives set on quantifiable and qualitative criteria Nominations and Compensation Committee, to adjust defined by the Board of Directors and represents 100% of Caroline Parot’s annual fixed compensation in 2019, which the annual fixed compensation. has thus been raised to €575,000 starting from May 1, 2019, The quantifiable criteria and their weighting for the i.e. an increase of 12.7% on her annual fixed compensation Chairwoman and the other members of the General for 2017 and 2018, while still remaining below the median of Management, as detailed below, will represent 70% of their the companies sampled. Target Variable Compensation, and may vary between 0% The Board of Directors held of May 17, 2021, on the and 84% of the fixed annual compensation depending on recommendation of the Compensation and Nominations the degree of achievement of the objectives relating to these Committee held on May 17, 2021, decided to maintain the criteria: fixed annual compensation of Caroline Parot at €575,000 • Group Full Year revenue, this criterion represents 15% for fiscal year 2021. of the Target Variable Compensation and may vary The comparative study entrusted to an independent firm between 0% and 18% of the fixed annual compensation during the final quarter of 2018 revealed a discrepancy in depending on the degree to which this criterion is Fabrizio Ruggiero’s annual fixed compensation compared achieved; and with Italian and international market compensation rates. • Group adjusted Corporate EBITDA, this criterion As this discrepancy was more than 12% compared with the represents 35% of the Target Variable Compensation median of the sample of comparable companies on the and may vary between 0% and 42% of the fixed annual Italian market and more than 30% compared to the median compensation depending on the degree to which this of the international sample of comparable companies, the criterion is reached; and Board of Directors decided, on the recommendation of the Nominations and Compensation Committee, to adjust • Group Full Year Operating Free cash flow, this criterion Fabrizio Ruggiero’s annual fixed compensation in 2019, represents 20% of the Target Variable Compensation which was accordingly raised to €415,000 starting from and may vary between 0% and 24% of the fixed annual May 1, 2019, i.e. an increase of 12.2% compared with his annual compensation depending on the degree to which this fixed compensation for 2018. criterion is reached. At its meeting of May 17, 2021, the Board of Directors The performance levels for each quantifiable criterion were decided, on the recommendation of the Compensation examined and approved by the Board of Directors, on the and Nominations Committee, to maintain the fixed annual recommendation of the Compensation and Nominations compensation of Fabrizio Ruggiero for fiscal 2021 at Committee. The degree of achievement of each criterion €415,000. shall be approved in 2022 by the Board of Directors upon recommendation of the Compensation and Nominations Annual Variable Compensation 2021 Committee during examination of the fiscal year 2021 financial statements, with linear interpolation between the The annual variable compensation of the members of the defined levels. General Management is aimed at involving them in the Group’s performance. In accordance with the AFEP-MEDEF The qualitative criteria established and defined individually Code, the variable compensation of each of the members in a precise and objective way by the Board of Directors, of the General Management corresponds to a percentage upon proposal of the Compensation and Nominations of their annual fixed compensation. Annual variable Committee, cover the specific responsibilities of each
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member of the General Management and the main group recommendation target, the Net Promoter Score, of the transformation projects for 2021. It will represent 30% of their Group; Target Variable compensation and may vary between 0% • an accelerator based on the Group Corporate EBITDA and 30% of the fixed annual compensation depending on achievement. the degree of achievement of the objectives relating to these criteria. For the fiscal year 2021, the Basic Variable Portion of the Chairwoman and the other members of the General The first step in calculating the Annual Variable Management may vary between 0% and 114% of their fixed Compensation shall consist in determining the degree annual compensation depending on the degree to which to which the objectives relating to the qualitative and objectives relating to the quantifiable and qualitative criteria quantifiable performance criteria are achieved (hereafter, set by the Board of Directors are achieved. the “Basic Variable Portion”). After applying the coefficient linked to the Net Promoter In a second step, this Basic Variable Portion is adjusted Score and to the accelerator, their Annual Variable upwards or downwards by applying: Compensation can reach up to a maximum of 157,32% of • a multiplier based on the degree of achievement their fixed annual compensation. by the Group of the quantifiable annual customer
2021 qualitative and quantifiable criteria (as decided by the Board of Directors on May 17, 2021)
Weighting in the Weighting in the event that the event that the target level of maximum level of criteria is reached criteria is reached
Qualitative criteria 30% 30% Group FY Revenue 15% 18% Group adjusted Corporate EBITDA 35% 42% Group FY OFCF 20% 24% Total before application of the target coefficient linked to the Net Promoter Score 100% 114% Total after application of the maximum coefficient linked to the Net Promoter Score 115% 131,1% Total after application of the maximum coefficient linked to group C‑EBITDA 138% 157,32%
The EBITDA and Group Full Year Operating Free cash flow For the 2021 financial year, the Variable Part of the Chief criteria are described with three levels of achievement Executive Officer and the Deputy Chief Executive Officer that allow their degree of achievement to be assessed: may be between 0% and 110% of their annual fixed minimum, target and maximum. The levels of achievement remuneration depending on the level of achievement of the of these quantifiable criteria were examined and approved objectives set for these quantifiable and qualitative criteria by the Board of Directors, on the recommendation of the determined by the Board of Directors. 7 Remuneration and Nomination Committee, at its meeting In case of improvement by the Group of the Net Promoter on 17 May 2021. Score beyond 10%, a maximum multiplier of 1.15x will be The first step in the calculation of the Annual Variable applied to their Variable Base Portion, allowing their Annual Remuneration will be to determine the degree of achievement Variable Compensation to reach a maximum of up to 131.1% of the objectives set on these qualitative and quantifiable of their annual fixed compensation. Conversely, in case of performance criteria (hereinafter, the “Variable Base an underperformance of the Net Promoter Score below 10%, Portion”). This Basic Variable Portion will then be adjusted a minimum multiplier of 0.85x will be applied to the Base upwards or downwards by applying a multiplier linked to Variable Portion. In case of Net Promoter Score results in the the level of achievement of the Group’s annual quantifiable range -10%/+10%, the multiplier will be calculated by linear customer recommendation objective (Net Promoter Score). interpolation between the minimum and maximum limits 0.85‑1.15.
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In a second stage, the level of achievement of Group EBITDA compensation criteria, such as the Covid‑19 outbreak that could possibly act as an accelerator if the target is reached, began in China in December 2019, which could justify the with a maximum of 120% of the latter. However, below a exceptional adjustment by the Board of Directors, either certain level defined by the Board of Directors at its meeting upward or downward, of one or more of the criteria making up of 17 May 2021, and regardless of the levels of achievement of variable compensation so as to ensure that the results of the the other quantitative criteria, only the achievement of the application of the criteria described above reflect both the qualitative criteria will serve as the basis for calculating the performance of the members of the General Management variable portion to be allocated. and that of the Group. This adjustment could be made on the variable compensation of members of the General In the event the Group reaches or improves the Group Management by the Board of Directors upon a proposal Corporate EBITDA the impact will be the following: by the Compensation and Nominations Committee, up to • below and at threshold: multiplier of 1; the ceiling relating to variable compensation, i.e. 157,32% of fixed compensation, after the Board of Directors has duly • from threshold (inclusive) to budget: multiplier of 1.1; justified its decision. Where necessary, information will be • from budget (inclusive) to cap: multiplier of 1.2. communicated on how the Board of Directors may use this power. Description of the 2021 qualitative criteria Benefits in kind The qualitative criteria were established and defined individually and precisely for each member of the Caroline Parot, as the Chairwoman of the General General Management by the Board of Directors on the Management is provided with a company car, health/ recommendation of the Compensation and Nominations provident insurance, an annual health check and corporate Committee. officer unemployment insurance. The three qualitative criteria for the year 2021 for Mrs Fabrizio Ruggiero is provided with a company car, an annual Caroline Parot were defined by the Board of Directors at health check, a Foreign Service allowance and company its meeting on 17 May 2021, on the recommendation of the accommodation in Paris, as well as an annual health check Nominations and Remuneration Committee: and an additional accident and health insurance.
• acceleration of the Group’s digitisation, in particular in Compensation in the event of the field of connected vehicles (60% of the qualitative forced termination of office part); Caroline Parot benefits, under the corporate officer • implementation of the programme to reduce the Group’s agreement concluded with the Company on December 22, carbon footprint by 2030, in particular with reduction 2016, from severance compensation, the amount of which targets in 2021 of 4.2% on scope 1 & 2 and 1.2% on scope 3 dependent on the achievement of set targets relating to (20% of the qualitative part); collective criteria, in respect of variable compensation, and • definition and deployment of a new compliance could reach a maximum of 18 months fixed and variable programme for all Group stakeholders (20% of the compensation. Assessment of the achievement of the qualitative part). targets relating to the assigned criteria is calculated either using the average of the last eight quarters ended. The three qualitative criteria for the year 2021 for Mr Fabrizio Ruggiero were defined by the Board of Directors at its Fabrizio Ruggiero’s employment agreement does not meeting on 17 May 2021, on the recommendation of the provide for any indemnities in the event of termination of Nomination and Remuneration Committee: office of Deputy CEO. In the event of termination of Fabrizio Ruggiero’s employment agreement at the initiative of • deployment of all new product offerings developed for Europcar Italia S.p.A., the amount of indemnities that would 2021, and generation of the associated revenue (60% of be due to Fabrizio Ruggiero would be subject to the rules of the qualitative portion); Italian law and the provisions of the collective bargaining • implementation of the Group’s carbon footprint reduction agreement applicable to Fabrizio Ruggiero’s employment programme for 2030, in particular with reduction targets agreement. Consequently, his employer would be required in 2021 of 4.2% on scope 1 & 2 and 1.2% on scope 3 (20% to respect a notice period, the length of which is set by the of the qualitative part); applicable collective bargaining agreement, and which varies according to the employee’s length of service, i.e. • definition and deployment of a new compliance between four and eight months at the date of this Universal programme for all Group stakeholders (20% of the Registration Document, during which time Fabrizio qualitative part). Ruggiero’s fixed and variable compensation would be paid Discretionary powers of the to him. Board of Directors It is noted that if Fabrizio Ruggiero leaves the Group, the accumulated severance and non‑compete payments for Upon recommendation of the Compensation and his position as Deputy Chief Executive Officer, under his Nominations Committee, the Board of Directors reserves employment contract and/or the legal provisions applicable the right to exercise its discretionary powers to determine to his employment contract, would not exceed 24 months the compensation of members of the General Management, of his annual respective fixed and variable compensation. in the event of the occurrence of special circumstances that are unforeseeable and not reflected in the variable
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Compensation in the event of which General Management members could exercise their forced termination of office rights to retirement or remain in office beyond the age of 65. At the time of the renewal of the appointments of Caroline Supplemental pension plan Parot and Fabrizio Ruggiero as members of the General Management decided by the Board of Directors during its No member of the Management Board benefits from a meeting on December 21, 2018, on the recommendation of supplementary pension plan in connection with his corporate the Compensation and Nominations Committee meeting office. Fabrizio Ruggiero benefits from a complementary on December 11, 2018, the Board of Directors did not deem pension plan related to his employment contract with it necessary to specify that the non-compete clause that Europcar Italia S.p.A. However, this plan is not comparable to may be exercised by the Company be excluded when the a supplementary pension plan within the meaning of Article executive asserts his or her pension rights or after the age of 65 L. 137‑11 of the French Social Security Code. because, given the actual age of the General Management’s members, they will not assert their rights before at least 10 to Corporate officer unemployment insurance 15 years. The Board of Directors decided however to respect The Company has subscribed for corporate officer this AFEP-MEDEF Code recommendation relative to the unemployment insurance for Caroline Parot. appointments or term-of-office renewals of Directors for
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EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 85 Corporate governance report 7 Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020
7.5 COMPENSATION COMPONENTS AND BENEFITS OF ANY KIND FOR MEMBERS OF THE SUPERVISORY BOARD AND MANAGEMENT BOARD FOR FISCAL YEAR 2020
7.5.1 Compensation applicable to members of the Supervisory Board for fiscal year 2020
The Supervisory Board meeting of December 18, 2020, on the of June 12, 2020 in order to comply with the overall recommendation of the Compensation and Nominations annual allocation), Committee of December 17, 2020, examined the breakdown • effective participation in the Audit Committee of compensation for members of the Supervisory Board for or Compensation and Nominations Committee fiscal year 2020. meetings: €1,700 per Committee member with a On the recommendation of the Compensation and 50% supplement for the Committee Chair (versus Nominations Committee of April 1, 2021, and in accordance €1,848 approved by the General Meeting of June 12, with the proposals made to the aforementioned Supervisory 2020 in order to comply with the overall annual Board, at its meeting on April 6, 2021, the Board of Directors allocation), decided to allocate the compensation of Supervisory Board • all up to the overall limit of €550,000 set by the members for fiscal year 2020 as follows, in accordance with General Meeting of May 17, 2018. the approval of the General Meeting of June 12, 2020: The components of compensation due or granted to the (i) for the Supervisory Board Chair, fixed compensation of Chairman of the Supervisory Board in respect of fiscal €123,750: year 2020 as presented above in application of Article L. 225‑100 of the French Commercial Code, submitted to • the Chairman of the Supervisory Board also has the use the shareholders for their opinion at the Annual General of a company car or a “New Mobility” subscription of an Meeting of June 30,2021. equivalent value; The total gross amount of annual compensation (i) for Supervisory Board members (including the (attendance fees) allocated and paid to the members of Supervisory Board Chair): the Supervisory Board for the 2020 fiscal year and paid in • a fixed portion: €30,000 for the Chairman of the 2021 is €412,442. For more information on these amounts, see Supervisory Board and €15,000 for each of the other Chapter 5.5.3 Summary of the compensation and benefits members, these sums to be paid prorata temporis to of corporate officers, Table 3 “Annual compensation the actual duration of the office held during the fiscal (attendance fees) and other compensation allocated and year; and received by non‑executive corporate officers.”. • a variable portion: In accordance with Article L. 225‑45 of the French Commercial Code, when the proportion of Supervisory • effective participation in Supervisory Board Board members of each gender is less than 40% the meetings: payment of the annual fixed compensation allocated to – €3,000 per member for his or her effective members of the Supervisory Board is suspended. Since participation in a Supervisory Board meeting 40% of the Company’s Supervisory Board is women Article held in person, L. 225‑45 does not apply to the Company and the payment – €650 per member for actual participation in a of the annual fixed compensation allocated to Supervisory Supervisory Board meeting by conference call Board members for fiscal 2020, is therefore not suspended. (versus €750 approved by the General Meeting
86 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Corporate governance report Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020 7
7.5.2 Compensation of the members of the Management Board for fiscal year 2020
The compensation policy for members of the Management All compensation components (fixed annual, variable Board is structured so as to respect the Company’s corporate annual and long‑term compensation) and the balance interest and continuity. In particular, the quantifiable and between them have been analyzed and taken into qualitative criteria for annual variable compensation and account to determine the Management Board members’ the performance conditions for long‑term compensation compensation. described below are defined according to the Company’s commercial strategy and its multi‑year targets. Compensation structure The compensation for each member of the Management 7.5.2.1 Compensation principles of the members of the Management Board, as renewed by the Supervisory Board at its June 12, Board for fiscal year 2020 2020 meeting, comprises the following components: • fixed annual compensation payable over a period of All components of compensation of the members of the twelve months; Management Board are examined and decided each year • annual variable compensation expressed as a by the Supervisory Board, on the recommendation of the percentage of the fixed annual compensation; Compensation and Nominations Committee, thereby • free share grants, where appropriate; and guaranteeing the absence of any potential conflict of • benefits in kind. interest. Decisions on the compensation of the members of the Management Board are taken considering the The members of the Management Board may also receive following elements: the responsibilities of the members of the compensation under the non‑compete clause as described Management Board, performance, applicable regulations, in Section 5.5.2.6 of the Universal Registration Document. the recommendations of the AFEP-MEDEF Code and The Chief Executive Officer may receive compensation for market practices. forced termination of her office, the amount of which is based on the terms and conditions discussed in Section 5.5.2.5 of The compensation of the members of the Management Board the Universal Registration Document. takes into account the principles of comprehensiveness, balance, comparability, coherence, intelligibility and SUMMARY OF PRINCIPLES AND CRITERIA APPROVED measure, in accordance with the recommendations of the BY THE GENERAL MEETING OF JUNE 12, 2020 AFEP-MEDEF Code. The principles and criteria for determining, allocating and A study conducted at the end of 2018 by an independent firm awarding the fixed, variable and exceptional components specializing in compensation analyses helped to determine composing total compensation and benefits of any kind all of the components of compensation of the members of attributable to the Chairwoman of the Management Board, the Management Board. the Deputy Chief Executive Officer, the Chief Countries and The principle of this study was to compare the compensation Operations officer, and the members of the Management of members of the Management Board with those of a Board for fiscal year 2020 were approved by the General sample of comparable companies on the local market and Meeting of June 12, 2020 (18th to 20th resolutions). with a sample of comparable companies internationally, established by the consulting firm. 2020 Fixed compensation 7 At the end of 2018, the sample of comparable companies The fixed compensation for each of the members of the on the French market was the SBF 80 for all members of Management Board reflects the responsibility that they the Management Board, except for Fabrizio Ruggiero. assume and their respective expertise. This is consistent and The sample of local companies for Mr. Fabrizio Ruggiero takes into account the attractiveness of this compensation comprised 20 Italian companies comparable with the against the market. Group in terms of revenue, headcount, international A review of the fixed compensation for members of the scope and sectors (tourism, vehicle rental, services, digital Management Board is, in the same way as all components services, mobility, etc.): Atlantia, Autogrill, Brembo, Candy of compensation for members of the Management Group, Chiesi, Coesia, Enel, ERG, Fincantieri, GKN, ITT Italy, Board, conducted annually by the Supervisory Board on Parmalat, Poste Italiane, Recordati, Saipem, Salini Impregilo, recommendation of the Nominations and Compensation Snam, Vodafone, Whirlpool Italy, Yoox Net‑à-Porter. Committee, and on the basis of a comparative study The international sample established by the independent conducted by an external firm. The frequency of the changes firm comprised 21 companies comparable with the Group in the fixed compensation of each of the members of the in terms of revenue, headcount, international scope and Management Board will depend on any differences that sectors (tourism, vehicle rental, services, digital services, may be noted at the beginning of each fiscal year between mobility, etc.). Three of these companies are the Group’s the responsibilities assumed and the respective expertise principal competitors (two with their headquarters in the of each of the members of the Management Board on the United States and one with its headquarters in the European one hand, and the market analyses on the other, while still Union). The remaining 18 companies have their headquarters complying with the recommendations of the AFEP-MEDEF in the European Union and included: Telenet, Accor Hotels, Code. Gemalto, Ingenico, Solocal, TF 1, Technicolor, CTS Eventim, The comparative study carried out at the end of 2018 DHL, Aer Lingus, Leaseplan, Amadeus, Tui Travel, British revealed a discrepancy between the fixed compensation Telecom, Compass, Intercontinental Hotels, Paddy Power, received by Ms. Caroline Parot and Mr. Fabrizio Ruggiero Thomas Cook. and the compensation obtained from market analysis.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 87 Corporate governance report 7 Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020
Taking into account the findings of this study and given Annual Variable Compensation 2020 the significant augmentation in the responsibilities of the The gross annual variable compensation of the members members of the Management Board due to the increased size of the Management Board is aimed at involving them in the of the Group, on the recommendation of the Compensation Group’s performance. In accordance with the AFEP-MEDEF and Nominations Committee on December 11, 2018, the Code, the variable compensation of each of the members of Supervisory Board decided on December 21, 2018 to raise the Management Board corresponds to a percentage of their the fixed annual compensation of Ms. Caroline Parot and annual fixed compensation. Annual variable compensation Mr. Fabrizio Ruggiero as of May 1, 2019. of the members of the Management Board is intended This adjustment in the fixed compensation of these members to take into account their individual performances and of the Management Board to be applied in 2019 was part of the Company’s performance and is based on qualitative the three‑year review and was consistent with the events and quantifiable performance criteria set individually for that have affected the Company since 2016 as well as each member of the Management Board. The analysis market practices, in accordance with the compensation of performance based on diverse predetermined criteria policy adopted by the General Meeting of May 10, 2017. In is assessed in relation to the Company’s objectives, addition, the Supervisory Board had agreed to the principle shareholders’ interests and additionally, implementation of that this fixed compensation could only be revised at the the Company’s strategy. The target variable compensation end of the three‑year review period unless an early review of each of the members of the Management Board is called for due to a particular event (such as a change in corresponds to 100% of the amount of his or her fixed scope or a significant difference with the reference panel) annual compensation, it being specified that, in the event that would justify such a modification, which would have to that the target is significantly exceeded, and taking into be explained by the Supervisory Board and made public. account the maximum coefficient associated with the Net Promoter Score, their annual variable compensation may Pursuant to the principle that the fixed compensation of reach 155% of their fixed annual compensation. In addition, members of the Management Board may only be revised the number of performance shares that can be awarded to every three years, given that the fixed compensation of Ms. Caroline Parot in 2020 in her capacity as Chairwoman Ms. Caroline Parot and Mr. Fabrizio Ruggiero had been of the Management Board and to Mr. Fabrizio Ruggiero reviewed on May 1, 2019 and that Olivier Baldassari joined as Member of the Management Board and Deputy Chief the Group on January 2019, no proposal to adjust the fixed Executive Officer represents 150% of their gross fixed annual compensation of a member of the Management Board was compensation. It represents 100% of the gross fixed annual made for 2020. compensation for Mr. Olivier Baldassari. The comparative study assigned to an independent firm during the final quarter of 2018 revealed a certain Description of the components of annual discrepancy in the annual fixed compensation of variable compensation in 2020 Ms. Caroline Parot compared with French and international The principles and criteria of the annual variable market compensation levels. As the discrepancy noted compensation (hereafter, the “Annual Variable was more than 25% compared with the median of the Compensation”) of Caroline Parot and the Management SBF 80 French companies’ sample and more than 45% Board and the other members of the Management Board compared with the median of the international sample are determined and reviewed every year by the Supervisory of 21 comparable companies, the Supervisory Board had Board, on the recommendation of the Compensation and decided, upon recommendation of the Compensation and Nominations Committee, in compliance with the applicable Nominations Committee, to adjust Ms. Caroline Parot’s legal provisions and the recommendations of the AFEP- gross fixed annual compensation in 2019, which had thus MEDEF Code. been raised to €575,000 starting from May 1, 2019, i.e. an increase of 12.7% on her gross fixed annual compensation The Annual Variable Compensation is expressed as a for 2017 and 2018, while still remaining below the median of percentage of the fixed annual compensation. the companies sampled. The “Target Variable Compensation” of a member of the The comparative study entrusted to an independent firm Management Board corresponds to achievement of 100% during the final quarter of 2018 revealed a discrepancy in of the objectives set on quantifiable and qualitative criteria Fabrizio Ruggiero’s annual fixed compensation compared defined by the Supervisory Board and represents 100% of with Italian and international market compensation rates. As the annual fixed compensation. this discrepancy was 12% compared with the median of the Each quantifiable criterion is described with three sample of comparable companies on the Italian market and performance levels that enable its degree of achievement more than 30% compared to the median of the international to be assessed: minimum, target and maximum. The sample of comparable companies, the Supervisory Board performance levels for each quantifiable criterion were decided, on the recommendation of the Compensation and examined and approved by the Supervisory Board, on the Nominations Committee, to adjust Mr. Fabrizio Ruggiero’s recommendation of the Compensation and Nominations gross fixed annual compensation in 2019, which was Committee. accordingly raised to €415,000 starting from May 1, 2019, i.e. an increase of 12.2% compared with his gross fixed annual The qualitative criteria established and defined individually compensation for 2018. in a precise and objective way by the Supervisory Board, upon proposal of the Compensation and Nominations At the time of his recruitment in 2019, Mr. Olivier Baldassari’s Committee, cover the specific responsibilities of each gross fixed annual compensation was set at €330,000. member of the Management Board and the main group At the time of his recruitment on April 16, 2019, Mr. Albéric transformation projects for 2020. Chopelin’s gross fixed annual compensation (applied The degree of achievement of each quantifiable and prorata temporis) was set at €400,000. qualitative criterion was approved on February 26, 2021
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by the Supervisory Board, on the recommendation of For the fiscal year 2020, the Basic Variable Portion of the the Compensation and Nominations Committee during Chairwoman and the other members of the Management examination of the fiscal year 2020 financial statements. The Board may have varied between 0% and 135% of their fixed first step in calculating the Annual Variable Compensation annual compensation depending on the degree to which consists of determining the degree to which the objectives objectives relating to the quantifiable and qualitative relating to the qualitative and quantifiable performance criteria set by the Supervisory Board are achieved. After criteria are achieved (hereafter, the “Basic Variable Portion”). applying the coefficient linked to the Net Promoter Score, This Basic Variable Portion is then adjusted upwards or their Annual Variable Compensation could have reached up downwards by applying a multiplier based on the degree to a maximum of 155% of their fixed annual compensation. of achievement by the Group of its quantifiable annual customer recommendation target, the Net Promoter Score.
Qualitative and quantifiable criteria 2020 (as decided by the Supervisory Board on February 24, 2020)
Weighting in the Weighting in the event that the event that the target level of maximum level of criteria is reached criteria is reached
Qualitative criteria 30% 30% Group EBITDA 40% 60% Revenue 15% 22.50% Consolidated net profit 15% 22.50% TOTAL BEFORE APPLICATION OF THE TARGET COEFFICIENT LINKED TO THE NET PROMOTER SCORE 100% 135% TOTAL AFTER APPLICATION OF THE MAXIMUM COEFFICIENT LINKED TO THE NET PROMOTER SCORE 115% 155%
Application of a multiplier based on the achievement between 0% and 60% of the fixed annual compensation by the Group of a net promoter score depending on the degree to which this criterion is reached; For all the members of the Management Board, including its Chairwoman, in the event the Group improves the Net (ii) revenue (Top Line), this criterion represents 15% of the Promoter Score by more than 10%, a maximum multiplier Target Variable Compensation and may vary between of 1.15x is applied to the Basic Variable Portion, making it 0% and 22.5% of the fixed annual compensation possible for their Annual Variable Compensation to reach depending on the degree to which this criterion is up to 155% of the fixed annual compensation. Conversely, achieved; and in the event that the Net Promoter Score is unsatisfactory (iii) consolidated net profit, this criterion represents 15% and below 10% of the objective, the minimum multiplier of of the Target Variable Compensation and may vary 7 0.85x is applied to the Basic Variable Portion. The multiplier between 0% and 22.5% of the fixed annual compensation is calculated by linear interpolation between the limits depending on the degree to which this criterion is 0.85‑1.15 on the basis of the change in the Net Promoter achieved. Score within the interval +10%/-10%. Description of the 2020 qualitative criteria Description of the quantifiable criteria 2020 The qualitative criteria were established and defined At its meeting on February 24, 2020, the Supervisory Board individually and precisely for each member of the decided, on the recommendation of the Compensation Management Board by the Supervisory Board on the and Nominations Committee of February 21, 2020 to recommendation of the Compensation and Nominations apply identical quantifiable criteria for all members of the Committee, as follows: Management Board. • operational execution, with the definition and The quantifiable criteria and their weighting for the implementation of the immediate short‑term response Chairwoman and the other members of the Management plans to address the impact of the Covid‑19 pandemic Board, as detailed below, represent 70% of their Target on the Group’s business and financial position; Variable Compensation, and may vary between 0% and 105% of the fixed annual compensation depending on the • operational execution, with the definition and degree of achievement of the objectives relating to these implementation of the Group’s business recovery plans criteria: at the end of the Covid‑19 pandemic; and (i) adjusted Corporate EBITDA (including the Urban • corporate social responsibility, with the implementation Mobility Business Unit and excluding non‑budgeted new of the “Making mobility accessible” and “Being a acquisitions) (Group EBITDA), this criterion represents responsible employer” priorities. 40% of the Target Variable Compensation and may vary
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Discretionary powers of the Supervisory Board meeting on December 21, 2018, on the recommendation of the Compensation and Nominations Committee meeting Upon recommendation of the Compensation and on December 11, 2018, the Supervisory Board did not deem Nominations Committee, the Supervisory Board reserves it necessary to specify that the non‑compete clause that the right to exercise its discretionary powers to determine may be exercised by the Company be excluded when the the compensation of members of the Management Board, executive asserts his or her pension rights or after the age in accordance with Article L. 225‑82‑2 I of the French of 65 because, given the actual age of the Management Commercial Code and Article L. 225‑100 of the French Board’s members, they will not assert their rights before at Commercial Code, in the event of the occurrence of special least 10 to 15 years. The Supervisory Board decided however circumstances that are unforeseeable and not reflected in to respect this AFEP-MEDEF Code recommendation relative the variable compensation criteria, such as the Covid‑19 to the appointments or term‑of‑office renewals of Directors outbreak, which could justify the exceptional adjustment for which Management Board members could exercise their by the Supervisory Board, either upward or downward, of rights to retirement or remain in office beyond the age of 65. one or more of the criteria making up variable compensation so as to ensure that the results of the application of the Indemnities arising from the termination of a Management criteria described above reflect both the performance of Board member’s functions or due to a non‑competition the members of the Management Board and that of the clause are respectively presented in Sections 5.3.2.5 and Group. This adjustment could be made on the variable 5.3.2.6 of this Universal Registration Document. compensation of members of the Management Board by the Supervisory Board upon a proposal by the Compensation 7.5.2.2 Composition of the compensation and Nominations Committee, up to the ceiling relating to of the members of the Management variable compensation, i.e. 155% of fixed compensation, Board in respect of fiscal year 2020 after the Supervisory Board has duly justified its decision. Where necessary, information will be communicated on how Shareholders’ approval of components of the Supervisory Board may use this power. compensation due or awarded to members of the Management Board in respect of fiscal year 2020 Shareholders’ approval of the compensation The component parts of the compensation due or allocated policy for members of the Management Board to the members of the Management Board for fiscal year In application of Article L. 225‑82‑2 of the French Commercial 2020 will be submitted, pursuant to Article L. 225‑100 of Code, the Company’s General Meeting of shareholders of the French Commercial Code, for the approval of the June 12, 2020, was asked to approve the compensation shareholders at the Annual Shareholders’ Meeting called policy for member of the Management Board as described to approve the financial statements for the fiscal year ended in this section of the Universal Registration Document. December 31, 2020. Moreover, payment of the variable components of The total compensation of each member of the compensation granted to each member of the Management Management Board, and all components comprising such Board for fiscal year 2020 will be made subject to approval compensation that are described below, comply with the by the General Meeting of shareholders called in 2021 to approved compensation policy, and reflect the Company’s approve the Company’s financial statements for the fiscal performance in 2020. year ended December 31, 2020. A) FIXED COMPENSATION OF MEMBERS OF THE MANAGEMENT BOARD IN 2020 Benefits in kind In the light of the compensation principles described With respect to in‑kind benefits, the Chairwoman of the in Section 5.5.2.1 above, the fixed annual compensation Management Board is provided with a company car, health/ received by the members of the Management Board for the provident insurance, an annual health check and corporate 2020 fiscal year is as follows: officer unemployment insurance. In light of the Covid‑19 epidemic, Ms. Caroline Parot decided Mr. Fabrizio Ruggiero is provided with a company car, an to cut her fixed annual compensation for 2020 by 25% as annual health check, a foreign service allowance and from April 1, 2020 and until the end of 2020. Her fixed annual company accommodation in Paris, as well as accident and compensation for 2020 was, therefore, €467,200. health insurance. In light of the Covid‑19 pandemic, Mr. Fabrizio Ruggiero Mr. Olivier Baldassari is provided with a company car, decided to cut his fixed annual compensation for 2020 by an annual health check as well as health and provident 25% as from April 1, 2020 and until the end of 2020. His fixed insurance for Group employees. annual compensation for 2020 was therefore €343 173. Mr. Albéric Chopelin was provided with a company car and In light of the Covid‑19 pandemic, Mr. Baldassari wished to cut an annual health check, as well as health and provident his fixed annual compensation for 2020 by 25% from April 1, insurance for Group employees, until the end of his term of 2020 until the end of 2020. His fixed annual compensation office. for 2020 was therefore €268,125. Termination benefits and non‑compete indemnities In light of the Covid‑19 pandemic, Mr. Albéric Chopelin wished to cut his fixed annual compensation for 2020 by At the time of the renewal of the appointments of Caroline 25% from April 1, 2020 until the end of his contract on July 31, Parot and Fabrizio Ruggiero as members of the Management 2020. His fixed annual compensation for 2020 was therefore Board and the appointment of Olivier Baldassari as a €200,003. new member of the Management Board for a term of four years, decided by the Supervisory Board during its
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B) VARIABLE COMPENSATION OF MEMBERS Determination of the annual variable OF THE MANAGEMENT BOARD IN 2020 compensation in respect of the 2020 fiscal year In the light of the compensation policy described in On February 12, 2021, the Supervisory Board, on the Section 5.5.2.1, and the context of the Covid pandemic, recommendation of the Compensation and Nominations the variable compensation due to the members of the Committee on February 11, 2021, (i) assessed and approved Management Board for the 2020 fiscal year is the following. the level of achievement of the quantifiable and qualitative criteria objectives for 2020 for each member of the As a reminder, the three qualitative objectives for the Management Board, as presented in the table below members of the Management Board cover: (ii) noted the Group’s Net Promoter Score for the fiscal year • operational execution, with the definition and 2020, then (iii) set the annual variable compensation after implementation of the immediate short‑term response application of the multiplier coefficient related to the level plans to address the impact of the Covid‑19 pandemic of the Net Promoter Score achieved. on the Group’s business and financial position; For 2020, the level of achievement of each of the quantitative • operational execution, with the definition and criteria is below the triggering threshold. implementation of the Group’s business recovery plans The Supervisory Board at the abovementioned meeting at the end of the Covid‑19 pandemic; and approved the actions of each of the members of the • corporate social responsibility, with the implementation Management Board in 2020 and set out the reasons for the of the “Making mobility accessible” and “Being a decision on the degree of achievement of the qualitative responsible employer” priorities. criteria for each of them. The Supervisory Board has ruled that the level of achievement of the qualitative objectives For fiscal year 2020, the qualitative criteria of the Basic Variable was 100% for all members of the Management Board. Compensation of the Chairwoman of the Management Board and other members of the Management Board The coefficient linked to the Net Promoter Score for represent 30% of their Target Variable Compensation and 2020 was 44.1, against a target of 44.9. As this indicator may vary from 0 to 30% of the fixed annual compensation underperformed by less than 10% of the target, a multiplier depending on the degree of achievement of their individual of 0.85 applies. objectives. As a result, an assessment of the levels of achievement of The Net Promoter Score achieved by the Group in 2020 was each of the individual objectives of the members of the 44.1%, although the target objective was set at 44.9%. The Management Board led to a variable payment of 25.5% of resulting multiplier calculated by interpolation was 0.85%. the target rate for 2020. The degree of achievement of the objectives for the 2020 qualitative and quantifiable criteria of each of the members of the Management Board is shown in the table below.
Degree of achievement of the objectives Degree of achievement of the criteria Caroline Parot Fabrizio Ruggiero Olivier Baldassari
Qualitative criteria 100% 100% 100% Group EBITDA 0% 0% 0% 7 Revenue 0% 0% 0% Consolidated net profit 0% 0% 0% TOTAL BEFORE APPLICATION OF THE COEFFICIENT LINKED TO THE NET PROMOTER SCORE 30% 30% 30% TOTAL AFTER APPLICATION OF THE 2020 COEFFICIENT LINKED TO THE NET PROMOTER SCORE 25.5% 25.5% 25.5%
The annual variable compensation due to Ms. Caroline Parot C) LONG‑TERM COMPENSATION: for the 2020 fiscal year is €146,625. PERFORMANCE SHARES The annual variable compensation due to Mr. Fabrizio No performance shares were granted in fiscal 2020. Ruggiero for the 2020 fiscal year is €105 825. D) EXCEPTIONAL BONUS The annual variable compensation due to Mr. Olivier No exceptional bonuses were granted in fiscal 2020. Baldassari for the 2020 fiscal year is €84,150. E) BENEFITS IN KIND IN 2020 The amounts corresponding to fiscal year 2020 compensation for members of the Management Board are Ms. Caroline Parot is provided with a company car, health/ detailed in Section 5.5.3 “Summary of the compensation and provident insurance, an annual health check and mandatory benefits of corporate officers” of the Universal Registration corporate officer unemployment insurance subscribed for Document. on her behalf.
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Mr. Fabrizio Ruggiero was provided with a company car, certain other managers of the Group (the “Free Shares 2018 an annual health check, a foreign service allowance and Plan”). company accommodation in Paris, as well as additional The acquisition of these free shares, following a vesting period accident and health insurance. of three (3) years (for French residents and non‑residents), is Mr. Olivier Baldassari was provided with a company car, subject to the beneficiary’s continued employment with the health/provident insurance, and an annual health check. Group and the achievement of the following performance conditions for the fiscal years ended December 31, 2018, Mr. Albéric Chopelin was provided with a company car, December 31, 2019 and December 31, 2020 related to health/provident insurance, and an annual health check (i) cumulative Group revenue, (ii) average EBITDA margin until the end of his contract on July 31, 2020. and (iii) relative Total Shareholder Return (TSR): 7.5.2.3 Long ‑term compensation: (i) 30% of the number of shares awarded, depending on Performance share grants the level of achievement of the cumulative revenue objective for the 2018 and 2019 fiscal years on the one Purpose of the performance share allocation hand (for 40% of the allotted shares), and for the 2018, 2019 and 2020 fiscal years, on the other hand (for 60% The purpose of granting performance shares is first of all to of the allotted shares); personally link the Company’s worldwide management, in particular the corporate officers, with the development of the (ii) 45% of the number of shares awarded, depending on Company’s value, by giving them a stake in the Company’s the level of achievement of an average EBITDA margin ownership. It also makes it possible to distinguish the objective for the 2018 and 2019 financial years on the one contributing executives, through their particularly positive hand (for 40% of the allotted shares), and for the 2018, contribution to the Company’s results. Lastly, it serves to 2019 and 2020 financial years, on the other hand (for 60% increase the loyalty of the executives whom the Company of the allotted shares); particularly values, especially those with strong potential. (iii) 25% of the number of shares awarded, depending on the performance of the Europcar Mobility Group share Performance share allocation policy relative to the performance of a composite TSR index The allocation is differentiated based on (i) the beneficiaries’ over the period from January 1, 2018 to December 31, level of responsibility and contribution, (ii) the assessment of 2019, on the one hand (for 40% of the allotted shares), their performance, (iii) their results, and (iv) the assessment and from January 1, 2018 to December 31, 2020 on the of their development potential. The persons eligible for the other hand (for 60% of the allotted shares). grant of a free share are as follows: The TSR rate will be determined by comparing the yield • members of the Management Board; (Total Shareholder Return or “TSR”) of the Europcar Mobility Group share to the performance of a composite index • senior executives who are members of the Group’s formed for 1/3 of the SBF 120 index, for 1/3 of the average Executive Committee and the heads of the Corporate TSR of the Group’s three main car rental competitors and Countries. They benefit in principle from variable for 1/3 of the STOXX® Europe 600 Travel & Leisure Index (the allocations, based on their level of responsibility, “Performance Composite Index”) between January 1, 2018 performance and results. Certain executives may not and December 31, 2019 and between January 1, 2018, and be beneficiaries; December 31, 2020. • other management beneficiaries, who are most While cumulative Group revenue and average EBITDA margin frequently senior managers and managers with high objectives cannot be rendered public for confidentiality potential for professional or managerial development reasons, these are in line with market expectations and the or expertise. objectives laid down in the Group’s Ambition 2020 plan. 7.5.2.3.1 Performance share grants in 2018 If the Europcar Mobility Group TSR is lower than the composite index performance, no performance shares LEGAL FRAMEWORK corresponding to this criterion will be allocated. The General Meeting of May 10, 2016, pursuant to its Furthermore, following the vesting period of three (3) years, 12th resolution, has authorized the Management Board no retention period is required for free shares. The number to proceed, on one or more occasions, with free grants of of shares vested will be communicated at the end of the existing or future shares (called performance shares) in performance appraisal period. favor of the corporate officers and certain employees of the Pursuant to Article L. 225‑197‑1 II of the French Commercial Company and of related companies, under the conditions Code: set out in Article L. 225‑197‑1 et seq. of the French Commercial Code. The allocation of performance shares is conditional (i) the Chairperson of the Management Board shall retain a upon compliance with the performance criteria defined number of free shares equal to the lesser of (i) one‑third when the budgets are constructed. of the shares granted and (ii) a number of free shares awarded under the regulations of said plan or any MAIN TERMS AND CONDITIONS OF THE 2018 another share plan representing an amount equivalent ALLOCATION OF PERFORMANCE SHARES to three (3) times the amount of her fixed annual compensation, bearing in mind that the Chairperson of It is reminded that the Supervisory Board examined and the Management Board shall be required in all cases to authorized on March 20, 2018 the main terms and conditions retain a minimum of one granted share until she leaves for free share grant plan to implement in 2018 for members office; and of the Management Board, executive corporate officers and
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(ii) the other members of the Management Board shall each to proceed, on one or more occasions, with free grants of be required to retain a number of free shares equal to existing or future shares (called performance shares) in the lesser of (i) one‑third of the shares granted and (ii) a favor of the corporate officers and certain employees of the number of free shares granted under the regulations of Company and of related companies, under the conditions said plan, or under any another share plan, representing set out in Article L. 225‑197‑1 et seq. of the French Commercial an amount equivalent to one (1) times the amount of their Code. The allocation of performance shares is conditional respective fixed annual compensation, bearing in mind upon compliance with the performance criteria defined that the Deputy CEOs shall in all cases be required to when the budgets are constructed. retain a minimum of one granted share until they leave office. MAIN TERMS AND CONDITIONS FOR THE 2019 ALLOCATION OF PERFORMANCE SHARES A total of 1,000,000 shares could be granted under the Free Shares 2018 Plan. A total of 901,781 shares were allocated It is reminded that the Supervisory Board examined and under the Free Shares 2018 Plan to 117 beneficiaries, of which authorized on March 20, 2019 the main terms and conditions 148,481 shares to members of the Management Board (after for free share grant plan to implement in 2019 for members prior authorization from the Supervisory Board representing of the Management Board, executive corporate officers and 0.56% of the Company’s share capital on the date of filing of certain other managers of the Group (the “Free Shares 2019 the 2019 Universal Registration Document). Plan”). Concerning in particular the members of the Management The acquisition of these performance shares, following Board, the number of free shares which have been allocated a vesting period of three years (for French residents and to them in 2018 could not exceed 150% of their fixed annual non‑residents), is subject to the beneficiary’s continued compensation. employment with the Group, and the achievement of the following performance conditions for the fiscal years ended A free share is valued based on the average of the December 31, 2019, December 31, 2020 and December 31, last 20 stock market prices preceding the grant by the 2021 related to (i) Cumulative Group Revenue, (ii) the average Management Board. corporate EBITDA margin rate and (iii) relative TSR (Total Each beneficiary of the Free Shares 2018 Plan has made a Shareholder Return): personal commitment not to resort to the use of hedging (i) 25% of the number of shares awarded, depending on the instruments. To the Company’s knowledge, no hedging level of achievement of the target cumulative revenue for instruments were set up as of the date of this Universal 2019 and 2020 on the one hand (for 40% of the allotted Registration Document. shares), and on the fiscal years 2018, 2019 and 2020 (for Details of the free shares allocated to members of the 60% of the allotted shares); Management Board are provided in Section 5.5.3. (ii) 45% of the number of shares awarded, depending on Upon recommendation of the Compensation and the level of achievement of an average EBITDA margin Nominations Committee of March 16, 2018, the Management excluding New Mobility for the 2019 and 2020 fiscal years Board acknowledged on March 20, 2018 that the performance on the one hand (for 40% of the allotted shares), and for condition linked in particular to TSR was not fulfilled for the the 2019, 2020 and 2021 fiscal years, on the other hand 2017 fiscal year. (for 60% of the allotted shares); and After consulting the Compensation and Nominations (iii) 30% of the number of shares awarded, depending on Committee on February 19, 2019, the Management Board on the performance of the Europcar Mobility Group share March 19, 2019 noted the non‑fulfillment of the performance relative to the performance of a composite TSR index 7 condition associated in particular with the TSR for the 2018 over the period from January 1, 2019 to December 31, fiscal year. and noted that the revenue‑related performance 2020 on the one hand (for 40% of the allotted shares), conditions (40% of the targets) and Corporate EBITDA (40% and from January 1, 2019 to December 31, 2021 on the of the targets) were attained. The number of shares vested other hand (for 60% of the allotted shares). by each member of the Management Board on March 16, The assessment of each of the performance conditions is 2019 is presented in Table 7 of Section 5.5.3 of this Universal based on achieving at least the following criteria: Registration Document. (i) regarding accumulated revenue: The 2018‑2019 portion is 40% of the shares granted, the Top a) for 2019, the forecast revenue mentioned in Line portion is 30% of this 40%, i.e. 12% of the shares granted, Section 3.8 of this Universal Registration Document the achievement rate is 87.5%, i.e. 10.5% of the shares granted. (Group Revenue in excess of €3 billion), 10.5% of the shares allocated under the Free Shares 2018 Plan b) for 2020, revenue in line with the Group’s “Ambition (AGA 2018) vested, as the date for meeting the condition of 2020” target, continued employment was December 31, 2020. This will be c) for 2021, revenue in line with the financial targets in the done through the granting of treasury shares not exceeding three‑year plan presented to the Supervisory Board 10.5% of 901,781 shares, i.e. 94,687 shares. at its meeting of January 31, 2019, up compared with the “Ambition 2020” plan; 7.5.2.3.2 Performance share grants in 2019 LEGAL FRAMEWORK The General Meeting of April 26, 2019, pursuant to its 32nd resolution, has authorized the Management Board
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(ii) regarding the average Corporate EBITDA margin Board and the Chief Executive Officer, and at 100% of the (excluding New Mobility): annual fixed compensation for the other members of the a) for 2019, the forecast (as a percentage of Revenue) Management Board. for Corporate EBITDA (excluding New Mobility) A total of 968,000 performance shares were granted under mentioned in Section 3.8 of this Universal Registration the Free Share 2019 Plan to 107 beneficiaries, including Document (Adjusted Corporate EBITDA (excluding 235,000 to the members of the Management Board, New Mobility) in excess of €375 million), representing 0.15% of share capital on the grant date. b) for 2020, a Corporate EBITDA margin (excluding New Mobility) in line with the Group’s “Ambition 2020” The number of shares vested by each Management Board target, member will be communicated at the end of the performance c) for 2021, a Corporate EBITDA margin (excluding appraisal period. New Mobility) in line with the financial targets in the A free share is valued based on the average of the three‑year plan presented to the Supervisory Board last 20 stock market prices preceding the grant by the at its meeting of January 31, up compared with Management Board. “Ambition 2020” plan; Each beneficiary of the Free Shares 2019 Plan has made a (iii) regarding the TSR achievement rate: personal commitment not to resort to the use of hedging This rate is determined by comparing the Total Shareholder instruments. To the Company’s knowledge, no hedging Return (TSR) of the Europcar Mobility Group share with the instruments were set up as of the date of this Universal performance of a composite index formed one third by the Registration Document. SBF120 index, one third by the average of the TSRs of the Details of the free shares allocated to the Management Group’s three principal vehicle rental competitors (two US Board members during fiscal year 2019 are described in companies and one European company) and one third by Section 5.5.3. the STOXX® Europe 600 Travel & Leisure index. This rate is between January 1, 2019 and December 31, 2020 7.5.2.3.3 Performance share grants in 2020 and between January 1, 2019 and December 31, 2021. Following the recommendation of the Compensation and A Europcar Mobility Group TSR below the performance of Nominations Committee, the Supervisory Board decided the composite index will result in the absence of vesting of at its meeting of March 13, 2020 not to implement a free the free shares awarded which may be vested in the event share plan in 2020 for members of the Management the performance condition for this criterion is achieved. Board, executive corporate officers and certain other Group managers. It is specified that any allocation of free Furthermore, following the vesting period of three (3) years, shares to members of the Management Board in 2021 and no retention period is required for free shares. 2022 will comply with the current caps provided for in the Pursuant to Article L. 225‑197‑1 II of the French Commercial compensation policy. Code: (i) the Chairperson of the Management Board shall retain a 7.5.2.4 Employment agreements number of free shares equal to the lesser of (i) one‑third Following her appointment as Chairwoman of the of the shares granted and (ii) a number of free shares Management Board by decision of the Supervisory Board awarded under the regulations of said plan or any on November 23, 2016, Ms. Caroline Parot terminated her another share plan representing an amount equivalent employment agreement as Group Chief Financial officer to three (3) times the amount of her fixed annual with the Company. Since November 23, 2016, Ms. Caroline compensation, bearing in mind that the Chairperson of Parot receives compensation only for her corporate officer the Management Board shall be required in all cases to role as Chairwoman of the Management Board. retain a minimum of one granted share until she leaves office; and Mr. Fabrizio Ruggiero holds an employment agreement with the company Europcar Italia S.p.A., as modified by (ii) the other members of the Management Board shall each addendum dated December 1, 2016, which details the terms be required to retain a number of free shares equal to of his new position as Deputy Chief Executive Officer of the the lesser of (i) one‑third of the shares granted and (ii) a Group. Furthermore, a secondment contract signed between number of free shares granted under the regulations of Europcar Italia S.p.A. and the Company dated August 1, 2016 said plan, or under any another share plan, representing sets out the terms and conditions under which Mr. Fabrizio an amount equivalent to one (1) times the amount of their Ruggiero’s assignments will be determined and rebilled. respective fixed annual compensation, bearing in mind that the Deputy CEOs shall in all cases be required to Mr. Olivier Baldassari signed a contract of employment with retain a minimum of one granted share until they leave the Company to serve as Chief Countries & Operations office. officer on October 19, 2018. The contract became effective on January 1, 2019. In particular, concerning the members of the Management Board, the number of performance shares that could It is noted that, until his departure on July 31, 2020, Albéric be awarded to them in 2019 was capped at 150% of their Chopelin held an employment contract with the Company annual fixed compensation for the Chairwoman of the as Chief Commercial and Customer officer. Management Board, the member of the Management
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7.5.2.5 Compensation in the event of average compensation over the course of the 12 months forced termination of office preceding the termination. Ms. Caroline Parot benefits, under the corporate officer If the member were also to receive severance compensation agreement concluded with the Company on December 22, (as described above), the combined non‑compete 2016, from severance compensation, the amount of which and severance compensation would not exceed a dependent on the achievement of set targets relating to ceiling corresponding to the annual fixed and variable collective criteria, in respect of variable compensation, and compensation paid to the member during the two years could reach a maximum of 18 months fixed and variable preceding the departure. compensation. Assessment of the achievement of the Each of the other members of the senior management targets relating to the assigned criteria is calculated either may be bound by a twelve‑month non‑compete obligation using the average of the last eight quarters ended. applicable as at the end date of their positions as members of Mr. Fabrizio Ruggiero’s employment agreement does not the senior management and of any other position exercised provide for any indemnities in the event of termination of within the Group. In the event that this non‑compete office of Deputy CEO and/or member of the Management obligation is implemented, they would then benefit from Board of the Company. In the event of termination of Mr. a non‑compete indemnity equal to 50% of their annual Fabrizio Ruggiero’s employment agreement at the initiative fixed compensation; it is specified that any non‑compete of Europcar Italia S.p.A., the amount of indemnities that indemnity paid under a non‑compete clause stipulated would be due to Mr. Fabrizio Ruggiero would be subject to in the employment agreement of Fabrizio Ruggiero will be the rules of Italian law and the provisions of the collective deducted from the aforementioned non‑compete indemnity bargaining agreement applicable to Mr. Ruggiero’s of 50%. employment agreement. Consequently, his employer would It is noted that if Fabrizio Ruggiero leaves the Group, the be required to respect a notice period, the length of which accumulated severance and non‑compete payments for is set by the applicable collective bargaining agreement, his position as Deputy Chief Executive Officer, under his and which varies according to the employee’s length of employment contract and/or the legal provisions applicable service, i.e. between four and eight months at the date of to his employment contract, would not exceed 24 months this Universal Registration Document, during which time Mr. of his annual respective fixed and variable compensation. Fabrizio Ruggiero’s fixed and variable compensation would be paid to him. At the time of the renewal of the appointments of Caroline Parot and Fabrizio Ruggiero as members of the Management The employment agreement of Olivier Baldassari does not Board as well at the appointment of Olivier Baldassari as a provide for any indemnities in the event of termination of his new member of the Management Board for a term of four position as Chief Countries and Operations officer. In the years, decided by the Supervisory Board during its meeting event of termination of Mr. Olivier Baldassari’s employment on December 21, 2018, the Supervisory Board did not deem agreement at the initiative of the Company, the amount it necessary to specify that the non‑compete clause that of indemnities that would be due to Mr. Olivier Baldassari may be exercised by the Company is excluded once the would be subject to the rules of French law and the provisions executive exercises his or her pensions or is over the age of of the collective bargaining agreement applicable to 65, because, given that the actual age of the Management Mr. Baldassari’s employment agreement. As a result, his Board members, this will not happen before at least 10 to employer would be required to respect a three‑month 15 years. The Supervisory Board decided however to respect notice period, during which time the fixed and variable this AFEP-MEDEF Code recommendation relative to the compensation of Olivier Baldassari must be paid to him. appointments or term‑of‑office renewals of Directors for It is noted that if Fabrizio Ruggiero leaves the Group, the which Management Board members could exercise their 7 accumulated severance and non‑compete payments for rights to retirement or remain in office beyond the age of 65. his position as Deputy Chief Executive Officer, under his employment contract and/or the legal provisions applicable 7.5.2.7 Supplemental pension plan to his employment contract, would not exceed 24 months No member of the Management Board benefits from a of his annual respective fixed and variable compensation. supplementary pension plan in connection with his corporate office. Mr. Fabrizio Ruggiero benefits from a complementary 7.5.2.6 Compensation under a non‑compete clause pension plan related to his employment contract with Europcar Italia S.p.A. However, this plan is not comparable to In the event that Ms. Caroline Parot would be bound by a a supplementary pension plan within the meaning of Article non‑compete obligation, the duration of which would be L. 137‑11 of the French Social Security Code. 12 months, at the time her position with the Company would be terminated, she would have the right to a non‑compete 7.5.2.8 Corporate officer payment in that regard in an amount equal to 50% of her unemployment insurance annual compensation (fixed and variable) based on her The Company has subscribed for corporate officer unemployment insurance for Ms. Caroline Parot.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 95 Corporate governance report 7 Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020
7.5.3 Summary of the compensation and benefits of corporate officers
The tables below summarize the compensation and benefits controlled by companies that control the Company and (iv) in kind due and/or paid to members of the Management companies that control the Company, all within the meaning Board and the Supervisory Board by (i) the Company, of Article L. 233‑16 of the French Commercial Code. (ii) companies controlled by the Company, (iii) companies
Summary of the compensation, options allocated and free shares granted to each executive corporate officer – (Table 1 of AFEP MEDEF Code)
(in euros) 2020 2019
Caroline Parot – Chairwoman of the Management Board Compensation due for the fiscal year (detailed in Table 2) 738,916 570,578 Value of multi‑year variable compensation paid during the fiscal year - - Value of stock options allocated during the fiscal year (detailed in Table 4) - - Value of free shares granted during the fiscal year (detailed in Table 6) - 509,120 Value of other long‑term compensation plans - - TOTAL 738,916 1,079,698
(in euros) 2020 2019
Fabrizio Ruggiero – Deputy Chief Executive Officer and Member of the Management Board Compensation due for the fiscal year (detailed in Table 2) 606,191 486,537 Value of multi‑year variable compensation paid during the fiscal year - - Value of stock options allocated during the fiscal year (detailed in Table 4) - - Value of free shares granted during the fiscal year (detailed in Table 6) - 367,040 Value of other long‑term compensation plans - - TOTAL 606,191 853,577
(in euros) 2020 2019
Olivier Baldassari – Countries and Operations Director and Member of the Management Board Compensation due for the fiscal year (detailed in Table 2) 419,214 333,925 Value of multi‑year variable compensation paid during the fiscal year - - Value of stock options allocated during the fiscal year (detailed in Table 4) - - Value of free shares granted during the fiscal year (detailed in Table 6) - 278,240 Value of other long‑term compensation plans - - TOTAL 419,214 612,165
96 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Corporate governance report Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020 7
(in euros) 2020 2019
Alberic Chopelin – Director of Sales and Customer Accounts and Member of the Management Board Compensation due for the fiscal year (detailed in Table 2) 552,049 287,680 Value of multi‑year variable compensation paid during the fiscal year - - Value of stock options allocated during the fiscal year (detailed in Table 4) - - Value of free shares granted during the fiscal year (detailed in Table 6) - 236,800 Value of other long‑term compensation plans - - TOTAL 552,049 524,480
Summary of the compensation of each executive corporate officer – (Table 2 AFEP MEDEF Code) Amounts in respect of fiscal year 2020 Amounts in respect of fiscal year 2019
(in euros) Payable (2) Paid (3) Payable (2) Paid (3)
Caroline Parot – Chairwoman of the Management Board
Fixed compensation (1) 575,000 467,193 553,336 553,336
Annual variable compensation (1) 146,625 0 406,133
Multi‑year variable compensation (1) - - - -
Exceptional compensation (1) - - Compensation allocated to the member of the Management Board in respect of his or her term of office - - - -
Benefits in kind (5) 17,291 17,291 17,242 17,242 TOTAL 738,916 484,484 570,578 976,711
(1) Gross before taxes. Fixed compensation 2020 is calculated on the basis of an increase at May 1, 2019. The 2020 compensation of an initial amount of €575,000 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €467,193 and represented all of the fixed compensation due for 2020. (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Variable compensation paid during the fiscal year is the amount due in respect of the prior period. (5) Ms. Caroline Parot was provided with a company car, a corporate officer unemployment insurance and an annual health check. 7 Amounts in respect of fiscal year 2020 Amounts in respect of fiscal year 2019
(in euros) Payable (2) Paid (3) Payable (2) Paid (3)
Fabrizio Ruggiero – Deputy Chief Executive Officer and Member of the Management Board
Fixed compensation (1) 415,000 343 173 401,154 401,154
Annual variable compensation (1) 105,825 0 294,286
Multi‑year variable compensation (1) - - -
Exceptional compensation (1) - - Compensation allocated to the member of the Management Board in respect of his or her term of office - - - -
Benefits in kind (5) 85,366 85,366 85,383 85,383 TOTAL 606,191 428,539 486,537 780,823
(1) Gross before taxes. Fixed compensation 2020 is calculated on the basis of an increase at May 1, 2019. The 2020 compensation of an initial amount of €415,000 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €343,173 and represented all of the fixed compensation due for 2020. (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Variable compensation paid during the fiscal year is the amount due in respect of the prior period. (5) Fabrizio Ruggiero was provided with a company car, a foreign service allowance, company accommodation in France, an annual health check, as well as additional accident and health insurance taken out on his behalf.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 97 Corporate governance report 7 Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020
Amounts in respect of fiscal year 2020 Amounts in respect of fiscal year 2019
(in euros) Payable (2) Paid (3) Payable (2) Paid (3)
Olivier Baldassari – Countries and Operations Director and Member of the Management Board
Fixed compensation (1) 330,000 268,125 329,113 329,113
Annual variable compensation (1) 84,150 0 -
Multi‑year variable compensation (1) - - - -
Exceptional compensation (1) - - Compensation allocated to the member of the Management Board in respect of his or her term of office - - - -
Benefits in kind (4) 5,064 5,064 4,812 4,812 TOTAL 419,214 273,189 333,925 333,925
(1) Gross before taxes. The 2020 compensation of an initial amount of €330,000 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €268,125 and represented all of the fixed compensation due for 2020 (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Olivier Baldassari was provided with a company car.
Amounts in respect of fiscal year 2020 Amounts in respect of fiscal year 2019
(in euros) Payable (2) Paid (3) Payable (2) Paid (3)
Alberic Chopelin – Director of Sales and Customer Accounts and Member of the Management Board
Fixed compensation (1) 233,333 200,003 284,450 284,450
Annual variable compensation (1) 0 0 0 -
Multi‑year variable compensation (1) - - - -
Exceptional compensation (1) 314,146 314,146 - - Compensation allocated to the member of the Management Board in respect of his or her term of office - - - -
Benefits in kind (4) 4,570 4,570 3,229 3,229 TOTAL 552,049 518,719 287,680 287,680
It is noted that Mr. Albéric Chopelin left the Company on July 31, 2020. (1) Gross before taxes. The 2019 compensation covers the period from April 15, 2019 (start date of Mr. Chopelin) to December 31, 2019. The 2020 compensation of an initial amount of €233,333 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €200,003 and represented all of the fixed compensation due for 2020. The exceptional compensation represents the severance pay for Mr. Chopelin. (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Albéric Chopelin was provided with a company car.
98 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Corporate governance report Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020 7
Annual compensation (previously known as attendance fees) and other compensation allocated and received by non‑executive corporate officers – (Table 3 AFEP MEDEF Code)
Gross amounts Gross amounts paid in 2019 (1) paid in 2020 (2) Members of the Supervisory Board (in euros) (in euros)
Jean-Paul Bailly Annual compensation (attendance fees) 76,110 56,961 Other compensation 165,000 123,750 Patrick Sayer Annual compensation (attendance fees) 36,348 28,886 Other compensation - - Pascal Bazin Annual compensation (attendance fees) 74,970 54,661 Other compensation - - Sanford Miller Annual compensation (attendance fees) 45,750 28,799 Other compensation 24,000 - Virginie Fauvel Annual compensation (attendance fees) 64,578 49,826 Other compensation - - Petra Friedmann Annual compensation (attendance fees) 67,578 42,981 Other compensation - - Philippe Audouin Annual compensation (attendance fees) 38,174 37,152 Other compensation - - Éric Schaefer Annual compensation (attendance fees) 42,240 26,305 Other compensation - - Kristin Neumann Annual compensation (attendance fees) 56,382 18,648 Other compensation - - Amandine Ayrem Annual compensation (attendance fees) 31,500 7,367 Other compensation - - Sophie Flak Annual compensation (attendance fees) N/A 15,545 Other compensation N/A - Martine Gerow Annual compensation (attendance fees) N/A 28,422 Other compensation N/A - 7 Antonin Marcus Annual compensation (attendance fees) N/A 16,937 Other compensation N/A -
TOTAL 738,990 412,442 (2)
(1) Amount including, far attendance fees, the attendance fees paid in 2019 in respect of fiscal year 2019. All of the attendance fees due for 2019 were paid in December 2019. (2) The total gross annual compensation package of an initial amount of €550,000 was reduced by 25%, as proposed by the members of the Supervisory Board in view of the Covid‑19 crisis. This reduction was approved by the General Meeting on June 12, 2020. As a result, the total gross annual compensation package for 2020 amounted to €412,500. Payment will be made subject to approval by the General Meeting on June 30, 2021.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 99 Corporate governance report 7 Compensation components and benefits of any kind for members of the Supervisory Board and Management Board for fiscal year 2020
Stock option allocations made during fiscal year 2020 to each executive corporate officer – (Table 4 AFEP MEDEF Code)
Value of options according to the method chosen for the Type of option consolidated Number of (purchase or financial options allocated Plan subscription) statements during the year Exercise price Exercise period
None
Stock option allocations exercised during fiscal year 2020 by each executive corporate officer – (Table 5 AFEP MEDEF Code)
Type of option Number of (purchase or options exercised Name of corporate officer Plan subscription) during the year Exercise price
None
Free shares granted during fiscal year 2020 to each corporate officer
Number of shares Free shares granted allocated during the fiscal year to Number and during fiscal Valuation of Date of Date of Performance each corporate officer date of the plan year 2020 the shares acquisition availability conditions
None 0
Free shares that became available during fiscal year 2020 to each corporate officer
Number of shares that became Free shares that became available during available during Acquisition the fiscal year to each corporate officer Number and date of the plan fiscal year 2020 conditions
None
History of stock option allocations – (Table 8 AFEP MEDEF Code)
Plan
Date of Management Board meeting None
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Options allocated to and exercised by the top ten non‑executive officers
Total number of options granted/ Average shares subscribed or purchased weighted price Plan
Options granted during the fiscal year by the Company - - None and any company in the scope of the option allocation plan to the ten employees of the Company and any company within the Group scope who received the highest number of these options (overall figure) Options on the Company and the companies - - None previously mentioned exercised during the fiscal year by the ten employees of the Company and such companies who purchased or subscribed for the greatest number of these options (overall figure)
History of free share grants AGA Plan 2018 AGA Plan 2019
Date of meeting May 10, 2016 April 26, 2019 Date of Management Board or Supervisory Board meeting July 24, 2018 May 22, 2019 October 25, 2018 November 04, 2019 Total number of shares granted 901,781 968,000 Of which granted to: Caroline Parot 86,052 86,000 Fabrizio Ruggiero 62,429 62,000 Olivier Baldassari - 47,000 Albéric Chopelin - 40,000 Date shares acquired December 31, 2021 May 23, 2022 October 25, 2021 November 05, 2022 Retention period end date July 24, 2021 - October 25, 2021 Performance conditions (8) (9) 7 Number of shares acquired on March 30, 2020 (most recent date) including the number of shares acquired by: Caroline Parot - - Fabrizio Ruggiero - - Cumulative number of shares canceled or lapsed - - Of which number of shares canceled or lapsed initially granted to: Caroline Parot - - Fabrizio Ruggiero - Olivier Baldassari - - Albéric Chopelin - - Free shares granted remaining at the end of the year - -
(1) Decision of the Supervisory Board of March 13, 2017. (2) 195,400 shares granted by decision of the Supervisory Board on March 13, 2017, 326,100 shares granted by decision of the Management Board on April 25, 2017, and 69,500 shares granted by decision of the Management Board on July 4, 2017. (3) Regarding the 195,400 shares granted by decision of the Supervisory Board on March 13, 2017. (4) Regarding the 326,100 shares granted by decision of the Management Board on April 25, 2017. (5) Regarding the 69,500 shares granted by decision of the Management Board on July 04, 2017. (6) Performance criteria are presented in Section 5.3.1.3.1 of this Universal Registration Document. (7) Under Article 9 of the AGA Plan 2017, beneficiaries who, two months before the end of the vesting period are not tax‑resident in France can opt for (i) a one‑year extension of their vesting period to the third anniversary of the grant date, with their eligibility being re‑assessed at that date and (ii) they will then be exempt from the retention period under the AGA Plan 2017 and can sell their shares immediately as of the new vesting date. (8) Performance criteria are presented in Section 5.3.1.3.2 of this Universal Registration Document. (9) Performance criteria are presented in Section 5.3.1.3.3 of this Universal Registration Document.
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Summary of the multi‑year variable compensation of each executive corporate officer – (Table 10 AFEP MEDEF Code)
Name and position Fiscal year 2018 Fiscal year 2019 Fiscal year 2020
Caroline Parot Chairwoman of the Management Board None None None Fabrizio Ruggiero Chief Executive Officer, Member of the Management Board None None None Olivier Baldassari Member of the Management Board None None None Albéric Chopelin Member of the Management Board None None None
Summary of some of the information required Table 12 – Summary of some of the information required within the framework of the AFEP- MEDEF recommendations – (Table 11 AFEP MEDEF Code)
Severance or other benefits due or likely to become due as a Compensation under Employment Supplemental result of termination a non‑compete agreement pension plan or change of office clause Members of the Management Board Yes No Yes No Yes No Yes No
Caroline Parot Chairwoman of the Management Board Beginning of term: March 09, 2015 End of term: March 08, 2023
Fabrizio Ruggiero (1) Chief Executive Officer Group Business Units and Member of the Management Board Beginning of term: March 09, 2015 End of term: March 08, 2023 Olivier Baldassari Countries and Operations Director and Member of the Management Board Beginning of term: January 1, 2019 End of term: March 1, 2023 Albéric Chopelin Director of Sales and Customer Accounts and Member of the Management Board Beginning of term: April 15, 2019 End of term: April 15, 2023
(1) Mr. Fabrizio Ruggiero benefits from a supplementary pension plan related to his employment contract with Europcar Italia S.p.A. However, this plan is not comparable to a supplementary pension plan within the meaning of Article L. 137‑11 of the French Social Security Code.
Equity ratio The ratios presented were calculated on the basis of fixed and variable compensation paid during the years mentioned, Equity ratio between the level of the compensation and performance shares allocated over the same periods of corporate officers and the average and and valued at fair value. median compensation of company employees As from April 2020, the members of the Management Board The information below has been presented in accordance decided to reduce their fixed annual compensation by 25% with the terms of law No.°2019‑486 of May 22, 2019 (the until the end of 2020. This reduction is not taken into account Pacte law), aimed at ensuring companies comply with new in the above calculation, for the sake of consistency with the transparency requirements for executive compensation. calculation of average and median compensation for ECI/ EMG/ECF. This information has also been presented in accordance with AFEP recommendations, which were updated in In addition, no variable compensation was paid to them in February 2021. 2020 for the year 2019. Lastly, no free share plan was established in 2020.
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The workforce taken into account for this calculation As Olivier Baldassari joined the Group in January 2019, he is consists only of permanent, full‑time employees present for included in this table only from 2019. His 2019 compensation the full year of each fiscal year. does not include variable compensation for fiscal year 2018. The scope used for this analysis consists of French companies Albéric Chopelin joined the Group on April 15, 2019 and left excluding acquisitions over the past five years. it on July 31, 2020, and is therefore not included in the table below.
Fiscal year 2020 Fiscal year 2019 Fiscal year 2018 Fiscal year 2017 Fiscal year 2016
Jean-Paul BAILLY – Chairman of the Supervisory Board Average compensation ratio 4.43 5.16 5.16 5.18 3.59 Median compensation ratio 5.95 6.72 6.70 6.68 4.72 Caroline Parot – Chairwoman of the Management Board Average compensation ratio 14.52 31.80 29.86 38.33 29.98 Median compensation ratio 19.51 41.42 38.81 49.45 39.38 Fabrizio Ruggiero – Deputy Chief Executive Officer and Member of the Management Board Average compensation ratio 12.27 24.57 23.02 27.69 16.15 Median compensation ratio 16.49 32.00 29.92 35.73 21.21 Olivier Baldassari – Chief Countries and Operations officer and Member of the Management Board Average compensation ratio 8.21 13.10 N/A N/A N/A Median compensation ratio 11.04 17.06 N/A N/A N/A Average compensation for ECI/EMG/ECF 40,791 46,724 45,215 42,847 43,075 Median compensation for ECI/EMG/ECF 30,352 35,873 34,796 33,213 32,801 Jean-Paul Bailly’s compensation 180,711 241,110 233,094 221,995 154,830 Caroline Parot’s compensation 592,291 1,485,831 1,350,309 1,642,240 1,291,531 7 Fabrizio Ruggiero’s compensation 500,366 1,147,863 1,040,965 1,186,647 695,603 Olivier Baldassari’s compensation 335,064 612,165 N/A N/A N/A Operating cash flow (€m) -419 118 135 91 157
7.6 AGREEMENTS CONCLUDED WITH CORPORATE OFFICERS
The agreements listed below were authorized by the entered into on December 22, 2016 between the Company Supervisory Board during previous fiscal years and had and Ms. Caroline Parot in her capacity as Chairwoman already been approved by the Shareholders’ Meeting: of the Management Board. Compensation payable to Ms. Caroline Parot in the event of dismissal, relating to • renewal of commitments taken in favor of Ms. Caroline termination of office and under a non‑compete clause, Parot under the terms of her mandate agreement by the is described more fully in Sections 5.5.2.5 “Compensation Supervisory Board at its meeting on December 21, 2018. in the event of forced termination of office” and 5.5.2.6 Mandate agreement for Ms. Caroline Parot, authorized “Compensation under a non‑compete clause” of this by the Supervisory Board on December 15, 2016 and Universal Registration Document;
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• renewal of the commitments made by the Supervisory entered into on December 22, 2016 between the Company Board meeting of December 21, 2018 in favor of Mr. Fabrizio and Ms. Caroline Parot in her capacity as Chairwoman Ruggiero. Commitments made by the Supervisory Board of the Management Board. Compensation payable to meeting of July 22, 2016 in favor of Mr. Fabrizio Ruggiero. Ms. Caroline Parot in the event of dismissal, relating to For further information on compensation due in the termination of office and under a non‑compete clause, event that a non‑compete clause is put into effect, see is described more fully in Sections 5.5.2.5 “Compensation Section 5.5.2.6 “Compensation under a non‑compete in the event of forced termination of office” and 5.5.2.6 clause” of this Universal Registration Document; “Compensation under a non‑compete clause” of this Universal Registration Document; • commitments made by the Supervisory Board meeting of October 18, 2018 in favor of Mr. Olivier Baldassari. • commitments made by the Supervisory Board meeting For further information on compensation due in the of July 22, 2016 in favor of Mr. Fabrizio Ruggiero. For further event that a non‑compete clause is put into effect, see information on compensation due in the event that a Section 5.5.2.6 “Compensation under a non‑compete non‑compete clause is put into effect, see Section 5.5.2.6 clause” of this Universal Registration Document; “Compensation under a non‑compete clause” of this Universal Registration Document. • mandate agreement for Ms. Caroline Parot, authorized by the Supervisory Board on December 15, 2016 and
7.7 INFORMATION ON THE COMPANY AND ITS CAPITAL
7.7.1 Information on the Company
7.7.1.1 Corporate name Tel: +33 (0)825 35 83 58. The name of the Company is “Europcar Mobility Group”. The Combined shareholders’ General Meeting of January 20, 2021 approved a change in the Company’s governance and 7.7.1.2 Place and number of registration management structure to adopt management by a Board of Directors governed by Articles L. 225‑17 to L225‑56 of The Company is registered with the Trade and Companies the French Commercial Code. This change took effect on Register of Paris under number 489 099 903. February 26, 2021. The identifier of the Company’s legal entity is Before that date and since March 9, 2015, Europcar Mobility 969500XCGTMV08D76N87. Group was a public limited company (société anonyme) with a Management Board and a Supervisory Board governed 7.7.1.3 Date of incorporation and legal life by French law. The Company was registered on August 3, 2006. Initially and at the time it was incorporated in 2006, the The Company has a legal life of 99 years as from its Company was a public limited company with a Board of registration with the Versailles Trade and Companies Directors. Register, subject to early dissolution or extension. The Company’s fiscal year begins on January 1 and ends on December 31 of each year. 7.7.1.4 Headquarters, legal form and applicable law The Company’s headquarters are located at 13 ter, Boulevard Berthier – 75017 Paris, France.
7.7.2 Memorandum and Articles of Association
The Company’s by‑laws were prepared in accordance with • the Combined Shareholders’ Meeting of the Company French law and regulations on public limited companies with on June 12, 2020; a Board of Directors. • the Combined Shareholders’ Meeting of the Company The key points described below are taken from the on January 20, 2021. Company’s by‑laws approved by: 7.7.2.1 Corporate purpose • the Combined Shareholders’ Meeting on February 24, 2015, amended by the Management Board on June 26, Article 3 of the by‑laws states that the Company’s corporate 2017, July 30, 2019, then on January 20, 2020; purpose, directly or indirectly, in France or abroad, is to: • the Combined Shareholders’ Meeting of the Company • acquire investments by way of asset transfers, purchases, on May 17, 2018; subscriptions or otherwise in any company regardless of its form and purpose;
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• provide all types of management services to other (v) On the proposal of the Chairman-Chief Executive Officer firms, in particular strategic, organizational, accounting, or the Chief Executive Officer, as applicable, the Board of financial, IT and commercial services; Directors may appoint, from among Board members or outside the Board, one or more individuals to assist the • manage a portfolio of trademarks and patents, in Chairman-Chief Executive Officer or the Chief Executive particular by way of licensing rights; Officer, under the title Deputy Chief Executive Officer. • lease any machinery and equipment of any kind The number of Deputy Chief Executive officers may not whatever; be greater than five (5). The scope and duration of the • own, by way of acquisition or otherwise, and manage, in powers granted to Deputy Chief Executive officers are particular by way of leasing, any buildings, real property determined by the Board of Directors in consultation and property rights; with the Chairman-Chief Executive Officer or the Chief Executive Officer. The Deputy Chief Executive Officer • take direct or indirect part in any transaction that might has the same powers as the Chairman-Chief Executive directly or indirectly be connected with the corporate Officer or the Chief Executive Officer with respect to purpose through the creation of new companies, asset third parties. transfers, subscriptions or purchases of securities or company rights, mergers, alliances, joint ventures and 7.7.2.2.2 Board of Directors – Articles 12 to 17 of by any other means and in any forms used in France the by‑laws (except Article 14) and abroad; • Composition of the Board of Directors • and more generally, to engage in all commercial, – Article 12 of the by‑laws financial (including any loan, advance, security or any cash transaction within the Group), industrial and real (i) The Company is administered by a Board of Directors or personal property transactions that might directly composed of at least three (3) members and no more or indirectly be connected with the corporate purpose than eighteen (18) members elected by the Shareholders’ and with any purposes that are similar or connected or Meeting. capable of promoting the achievement thereof. The Directors are elected by the Ordinary Shareholders’ Meeting, but the Board has the power, in the event 7.7.2.2 Management and administrative bodies of a vacancy for one or more positions, to appoint replacements by way of co‑option for the remainder of the predecessors’ terms of office and subject to 7.7.2.2.1 General Management – Article ratification by the next Ordinary Shareholders’ Meeting. 14 of the by‑laws Sections I to IV of this Article do not apply to Directors (i) The Company’s senior management is assumed, under named in accordance with sections V and VI below. his or her responsibility, either by the Chairman of the Board of Directors who then holds the title of Chairman- (ii) The number of Directors over the age of seventy‑five Chief Executive Officer, or by another individual (75) may not exceed one third of the members on the appointed by the Board of Directors, who then holds the Board. Should this proportion be exceeded, the term title of Chief Executive Officer. of office of the oldest member of the Board, other than the Chairman, expires at the end of the next Ordinary (ii) Provided that the question has been included on the Shareholders’ Meeting. agenda, the Board of Directors chooses between the two methods of conducting senior management by a (iii) The term of office of members of the Board of Directors is 7 majority vote of the members. four (4) years. The Shareholders’ Meeting may stipulate, at the time of the appointment of certain Directors, that (iii) When there is a separation between the duties of their term of office will be less than four (4) years in order Chairman and those of Chief Executive Officer, the Chief to stagger the renewal of the terms of office of Directors. Executive Officer, who is not necessarily a Director, is They may be re‑elected. The duties of a Director cease at appointed for a duration freely determined by the Board the end of the Ordinary Shareholders’ Meeting convened of Directors, but when the Chief Executive Officer is also to approve the financial statements for the previous a Director, the duration of his or her appointment may fiscal year held in the year in which the term of office not exceed his or her term of office as Director. expires. In both cases, the Chief Executive Officer is automatically They may be dismissed at any time by the Ordinary deemed to have resigned at the end of the Shareholders’ Shareholders’ Meeting. Meeting convened to approve the financial statements for the fiscal year in which he or she reaches the age of (iv) During his or her term of office, each Director must own sixty‑eight (68) years. at least 100 shares in the Company under the terms and conditions stipulated by the provisions of the Internal (iv) The Chairman-Chief Executive Officer or the Chief regulations of the Board of Directors. Executive Officer, as applicable, is vested with the broadest powers to act under any circumstances in (v) When the report presented by the Board of Directors the name of the Company. He or she exercises these to the Shareholders’ Meeting pursuant to Article powers within the limitations of the corporate purpose L. 225‑102 of the French Commercial Code establishes and subject to the powers expressly attributed by law to that the shares owned by the Company’s employees and shareholders’ meetings and to the Board of Directors. by companies affiliated with the Company under Article He or she represents the Company in its relations with L. 225‑180 of said Code represent more than three per third parties. cent (3%) of the share capital, a Director representing employee shareholders shall be named by the Ordinary Shareholders’ Meeting in accordance with the terms and
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conditions set forth by the laws and regulations in force nominate a new candidate whose appointment will be and these by‑laws. submitted to the Shareholders’ Meeting. Prior to the Ordinary Shareholders’ Meeting called The terms and conditions for the nomination of to appoint the Director representing employee candidates not defined by the laws and regulations in shareholders, the Chairman of the Board of Directors force or by these by‑laws are set by the Chairman of refers to the Supervisory Boards of the Company mutual the Board of Directors, particularly with regard to the funds created under the employee savings plan of the timetable for the nomination of candidates. Company and the entities it controls under Article Each procedure mentioned in a) and b) above is recorded L. 233‑3 of the French Commercial Code (together the in minutes that include the number of votes received for “Group”) and invested principally in the Company’s each of the candidates. A list of all the candidates validly shares, and consults employee shareholders under the designated is established. conditions stipulated in these by‑laws. The Ordinary Shareholders’ Meeting rules, under Candidates for appointment are nominated under the the conditions applicable to any appointment of a following conditions: Director, on all validly designated candidates. The a) when the voting right attached to shares owned candidate who obtains the highest number of votes by employees is exercised by members of the held by the shareholders present or represented during Supervisory Board of a company mutual fund, this Shareholders’ Meeting will be appointed as the that Board may designate one candidate chosen Director representing the employee shareholders. from among its regular members representing the These members are not counted when determining the employees; when there are several such company minimum and maximum numbers of Directors stipulated funds, the Supervisory Boards of those funds in section I above. may agree, in identical resolutions, to present two The term of office of a Director representing the employee common candidates chosen from among their shareholders is four (4) years. Their term of office ceases regular members representing the employees; at the end of the Shareholders’ Meeting convened to b) when the voting right attached to shares owned by approve the financial statements for the previous fiscal employees is directly exercised by those employees, year held in the year in which their term of office expires. one candidate may be nominated at the time of the However, the term of office ceases automatically and consultations organized by the Company. These the Director representing the employee shareholders is consultations, preceded by a call for applications, are deemed to have automatically resigned in the event that organized by the Company by any technical means he or she ceases to be an employee of the Company (or of that make it possible to ensure the reliability of the a company or economic interest grouping affiliated with vote, including electronic or postal voting. In order the Company within the meaning of Article L. 225‑180 of to be admissible, candidate applications must be the French Commercial Code). presented by a group of shareholders representing In the event that the office of Director representing the at least five percent (5%) of the shares held by employee shareholders becomes vacant for any reason, employees exercising their individual right to vote. the replacement will be arranged under the conditions The Company can form an ad hoc election Committee set out above, no later than prior to the next Shareholders’ to ensure the process is regular. Meeting or, if this meeting is held less than four (4) months after the seat on the Board becomes vacant, prior to The minutes drawn up by the Supervisory Boards of the following Shareholders’ Meeting. The new Director is the Company mutual funds or by the ad hoc election appointed by the Ordinary Shareholders’ Meeting for the committees presenting the applications must be sent remainder of their predecessor’s term of office. to the Board of Directors no later than eight (8) days before the date of the Board meeting called to establish The Board of Directors may validly meet and deliberate the resolutions for the Shareholders’ Meeting on the until the date of replacement of the Director or Directors appointment of the Directors representing the employee (if applicable) representing the employee shareholders. shareholders. The provisions of the first paragraph of section V shall In order to be admissible, each application must present cease to apply when, at the close of a fiscal year, the a principal and alternate candidate. The alternate percentage of capital owned by employees of the candidate, who must meet the same conditions of Company and companies affiliated with the Company eligibility as the principal, may be co‑opted by the Board within the meaning of Article L. 225‑180 of the French of Directors to succeed the representative appointed Commercial Code, in the context set out by Article by the Shareholders’ Meeting in the event the principal L. 225‑102 of said Code, represents less than three per candidate is unable to complete his or her term of cent (3%) of the capital; it is specified that the term of office. The co‑optation of the alternate by the Board of office of any member appointed pursuant to the first Directors shall be submitted for ratification by the next paragraph of section V will expire at the end of the term Shareholders’ Meeting. of office. In order to ensure the continuity of employee shareholder The provisions of section IV governing the number representation until the end of the term of office, and in of shares that must be owned by a Director do not the event that the alternate is also unable to complete apply to the Directors representing the employee the term of office, the Chairman of the Board of Directors shareholders. Nevertheless, Directors representing shall consult the body that originally nominated the employee shareholders must, either individually or candidate (the Supervisory Board of a company mutual through a company mutual fund created under the fund or a group of employee shareholders) so that it can Group’s employee savings plan, own at least one share
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or a number of units of said fund equivalent to at least Directors representing the employees. In addition, the one share. Directors representing the employees will not receive any compensation for this office, unless decided otherwise (vi) The Board of Directors also comprises, as applicable, by the Board of Directors. one or two members representing the employees in accordance with Article L. 225‑27‑of the French The Directors representing the employees are not Commercial Code. counted when determining the minimum and maximum numbers of Directors stipulated in section I above. If, during a fiscal year, the number of Directors, calculated in accordance with Article L. 225‑27‑1 II of the French • Internal regulations of the Board of Directors Commercial Code, is less than or equal to eight (8), the The Board of Directors has Internal regulations which Group Works Council, stipulated by Article L. 2331‑1 of determine its workings. the French Labor Code, appoints a single Director representing the employees, by a majority vote. • Chairman of the Board of Directors – Article 13 of the by‑laws If, during a fiscal year, the number of Directors, calculated in accordance with Article L. 225‑27‑1 II of the French (i) The Board of Directors elects from among its members a Commercial Code, is greater than eight (8), and Chairman, an individual, for a term that may not exceed provided that this criterion is still met on the day of the his term of office as a Director, but the Chairman may appointment, the European Works Council, stipulated by be re‑elected. The age limit for holding the office of Article L. 2342‑9 of the French Labor Code, appoints a Chairman is set at: second Director representing the employees. • sixty‑eight (68) when the Chairman also holds The term of office of the Directors representing the the position of Chief Executive Officer of the employees is four (4) years, renewable one (1) time, from Company (Chairman-Chief Executive Officer). In the date of their appointment. this case, the Chairman-Chief Executive Officer is automatically deemed to have resigned at the end As an exception, if a Director representing the employees of the Shareholders’ Meeting convened to approve is appointed according to one of the two methods the financial statements for the fiscal year in which stipulated above during the term of office of a Director he or she reaches the age of sixty‑eight (68) years; representing the employees, the term of office of the newly appointed Director will be shortened in such a • seventy‑five (75) when the Chairman does not also way that the end of his or her term coincides with the hold the position of Chief Executive Officer of the term of the already appointed Director representing the Company. In this case, the Chairman of the Board of employees. Directors is automatically deemed to have resigned at the end of the Shareholders’ Meeting convened to If the number of Directors, calculated in accordance approve the financial statements for the fiscal year with Article L. 225‑27‑1 II of the French Commercial Code, in which he or she reaches the age of seventy‑five initially greater than eight (8) members, falls below or (75) years. becomes equal to eight (8) members, the terms of office of the Directors representing the employees shall be The Chairman of the Board chairs the meeting of the maintained until their expiration. Board of Directors and establishes its agenda. He or she organizes and directs the work of the Board and reports The terms of office of the Directors representing the that work to the Shareholders’ Meeting. The Chairman employees end at the end of the Ordinary Shareholders’ ensures the correct operation of the Company’s bodies Meeting convened to approve the financial statements and ensures that the Directors are able to perform their 7 for the previous fiscal year, held during the year in mission. which their term of office expires. Nevertheless, their term of office ends automatically under the terms and When the Chairman of the Board of Directors also conditions stipulated by law and this Article, and the assumes the senior management of the Company, all Director representing the employees is deemed to have legal and regulatory provisions governing the Chief automatically resigned in the event the Director ceases Executive Officer shall apply to the Chairman. to be an employee of the Company or of a company (ii) If it is deem useful, the Board of Directors may also it controls, as defined by Article L. 233‑3 of the French designate from among the individuals on the Board a Commercial Code. In the same manner, if the terms and Vice Chairman, and the Board determines the term of conditions for the application of Article L. 225‑27‑1 of the office within the limits of the Vice Chairman’s term on French Commercial Code are no longer met, the term the Board. of office of the Director or Directors ends at the end of the meeting at which the Board of Directors duly notes The office of Vice-Chairman carries no duty other than that the Company is no longer within the scope of this the duty to chair the meetings of the Board of Directors obligation. and the Shareholders’ Meeting in the event the Chairman of the Board of Directors is absent. In the event that the position of a Director representing the employees becomes vacant for any reason, a (iii) The Board of Directors may appoint a secretary selected replacement will be arranged in accordance with among its members or from outside the Board. the terms and conditions set out above. The Board of • Deliberations of the Board of Directors Directors may validly meet and deliberate until the date – Article 15 of the by‑laws of replacement of the Director or Directors (as applicable) representing the employees. (i) The Board of Directors meets on the notice from the Chairman as often as required by the interests of the The provisions of section IV governing the number of Company and at least four times a year. The Directors shares that must be held by a Director do not apply to
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are called to meetings of the Board of Directors by any 7.7.2.2.3 Censor – Article 18 of the by‑laws means, even verbally. (i) The Shareholders’ Meeting may appoint censors for the (ii) meetings take place at the Company’s registered office purpose of assisting the Board of Directors. Censors or any other place specified in the notice of meeting. They may or may not be shareholders and can number up to are chaired by the Chairman of the Board of Directors four (4). They are appointed for a maximum term of two and, if the Chairman is absent, by the Vice-Chairman. (2) years. The Shareholders’ Meeting may revoke their appointment at any time. The Board of Directors sets (iii) meetings are held and decisions made with conditions their attributions and determines their compensation. for quorum and majority provided by law and these by‑laws. In the event of a tied vote, only the Chairman (ii) The age limit of a censor is eighty (80) years. Any censor has the casting vote. reaching that age will be deemed to have automatically resigned. (iv) The Board of Directors establishes internal regulations that may stipulate that, with the exception of the (iii) Censors are convened to all meetings of the Board adoption of decisions relating to the appointment, of Directors under the same terms and conditions compensation or dismissal of the Chairman or the Chief as Directors and take part in its deliberations in a Executive Officer, or the method for conducting senior solely consultative capacity. Censors express their management, the establishment of the annual (parent observations during the Board of Directors’ meetings. company and consolidated) financial statements and the They cannot replace Directors and only issue their preparation of the management report and the Group opinions. Censors may receive compensation. management report, Directors who attend the meeting (iv) The Board of Directors may also assign specific tasks via videoconference or the use of telecommunications to the censors. are deemed present for the calculation of the quorum and majority, subject to the conditions required by the 7.7.2.3 Rights and obligations attached laws and regulations in force. to the shares – Articles 10 (v) The minutes of meetings of the Board of Directors are and 11 of the by‑laws prepared and copies or extracts thereof are delivered • General rights and obligations of the shares and certified as required by law. Ownership of a share automatically implies acceptance of • Powers and duties of the Board – the by‑laws and the decisions of the shareholders’ meetings. Article 16 of the by‑laws Each share carries a right to ownership of the Company’s (i) The Board of Directors determines the direction of assets and liquidation surpluses equal to the fraction of the strategies of the Company’s business and monitors share capital that it represents. their implementation. Subject to the powers expressly reserved for shareholders’ meetings, and within the Whenever it is necessary to own several old shares in order limits of the corporate purpose, the Board considers any to exercise any right, or in the event of a securities swap or question affecting the good operation of the Company allocation conferring a right to a new security in exchange and governs the affairs affecting the Company by its for the delivery of several old shares, individual securities deliberations. or numbers of securities lower than that required will not give their holders any rights against the Company, and (ii) Generally, the Board of Directors makes any decision and shareholders must make their own arrangements to group exercises any prerogative which, under the provisions together and potentially purchase or sell the necessary of law, delegations of authority from the Shareholders’ number of securities. Meeting or these by‑laws, fall within the scope of its authority. The shares are indivisible as regards the Company so that joint owners of undivided shares must arrange to be (iii) The Board of Directors performs or oversees performance represented to the Company either by one of them or by a of the controls and verifications it deems timely. single representative appointed by the courts in the event (iv) Each Director receives all the information necessary to of disagreement. perform his or her duties and may receive all documents • Voting right deemed useful. Each ordinary share grants the right to vote and to be (v) The Board of Directors may form committees responsible represented at any Shareholders’ Meeting in accordance for studying issues that the Board or its Chairman submit with legal and statutory requirements. for their examination and opinion. It determines the composition and remit of these committees which carry • Payment of the shares out their duties under its supervision. The sums remaining to be paid on the shares to be paid in • Compensation of the members of the Board cash are called by the Board of Directors. of Directors – Article 17 of the by‑laws The percentages called and the date on which the The Shareholders’ Meeting may allocate an annual fixed corresponding sums must be paid are notified to sum to the Directors as compensation for their duties. The shareholders, either by an insertion placed at least fifteen Board of Directors distributes the total amount allocated (15) days in advance in a newspaper authorized to receive among its members. The Board of Directors may also legal advertisements in the departement where the allocate exceptional compensation in the cases and under headquarters is located, or by registered letter sent to each the conditions stipulated by law. of the shareholders by the same deadline. A shareholder who does not make the payments due on the shares they hold, when due, is automatically, without prior
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formal notice to pay, liable to the company for penalty late this agreement at any Shareholders’ Meeting held more interest calculated each day from the due date, at the legal than one (1) month after the date the registered letter was rate plus two (2) points, without prejudice to any action that sent, as attested by the postmark. the Company may bring against the defaulting shareholders Any shareholder may vote by mail under the terms and the enforcement measures stipulated by the applicable and conditions and using the procedures prescribed legal and regulatory provisions. The Company may also in accordance with applicable law and regulations. proceed to the sale of shares not paid up on the payments Shareholders may, under the conditions set by the law and due under the conditions set by law. regulations, send their proxy or postal voting forms by mail, in The net proceeds from the sale revert to the Company in either paper format or, on a decision of the Board of Directors the amount due and are charged against what is owed in published in the notice of meeting or notice of convocation, principal and interest by the defaulting shareholder, and by telecommunications (including electronic media). The then on the repayment of the costs incurred by the Company Company may, for this purpose, use an identification to make the sale. The defaulting shareholder remains liable procedure that meets the conditions defined in the first for the difference, if there is a deficit or, if applicable, profits sentence of the second paragraph of Article 1367 of the from the surplus. French Civil Code.
7.7.2.4 shareholders’ General Meeting 7.7.2.5 By‑law provisions likely to have an effect in the event • Composition, Notice of meeting and of a change of control Conduct of shareholders’ meetings The Company’s by‑laws do not contain any provisions likely (i) Shareholders’ meetings are convened and deliberate in to have an effect in the event of a change of control. accordance with the law. (ii) Meetings take place either at the headquarters or in any 7.7.2.6 Threshold crossing and other place specified in the notice of meeting. identification of shareholders – Article 8 of the by‑laws Shareholders may attend shareholders’ meetings in accordance with the law. Aside from applicable legal and regulatory thresholds, any natural person or legal entity, acting alone or in concert, Any shareholder may participate in shareholders’ who comes or ceases to hold, directly or indirectly, one meetings either in person or by proxy. A Shareholder percent (1%) or more of the Company’s share capital or may participate in any meeting by postal vote under the voting rights, or any multiple of this percentage, including conditions defined by the laws and regulations in force. above the declaration thresholds set by law and regulations, The Board of Directors shall have the option to authorize must inform the Company of the total number of shares and transfer by telecommunications (including by electronic voting rights owned and of any securities giving access to media) to the Company of postal and proxy voting forms the capital or voting rights potentially attached by registered in accordance with applicable law and regulations in post with recorded delivery to the headquarters (senior force. management) by the close of trading on the fourth trading day following the date the threshold was crossed. When electronic signatures are used, they may take any form that complies with the conditions set out in the first For the purpose of determining the thresholds described sentence of paragraph 2 of Article 1367 of the French above, account is also taken of the shares or voting rights Civil Code. held indirectly and shares or voting rights associated with shares or voting rights held as defined in Articles L. 233‑7 et 7 On the decision of the Board of Directors to use such seq. of the French Commercial Code. telecommunications means, published in the notice of meeting or notice of convocation, shareholders In the event of failure to comply with the requirements attending the meeting by video conference or other stipulated above, the penalties prescribed by law for failure to telecommunication methods that permit their declare legal thresholds shall be applied only at the demand, identification as required by applicable regulations are recorded in the minutes of the Shareholders’ Meeting, of one deemed present for the purpose of calculating quorum or more shareholders holding at least one percent (1%) of the and majority. Company’s capital or voting rights. (iii) Meetings are chaired by the Chairman of the Board of The Company reserves the right to announce to the public Directors or, in the absence of the Chairman, by the Vice- and to shareholders either the information notified to it or Chairman. If neither is present, the meeting elects its own any failure to comply with the above obligation by the person Chairman. in question. (iv) Minutes are taken of shareholders’ meetings and copies 7.7.2.7 Identification of shareholders or extracts provided and certified in accordance with (Article 7 of the by‑laws) law. Fully paid up ordinary shares are held in either registered or • Voting rights bearer form at the shareholder’s discretion. When ordinary shares are held in usufruct, their right to vote Ordinary shares and all other securities issued by the at shareholders’ meetings belongs to the usufruct‑holders. Company are registered in the accounts of the owners However, shareholders may agree among themselves pursuant to the laws and regulations in force. any other allocation of the exercise of voting rights at shareholders’ meetings. In this case, they must notify their The Company is entitled, under the law and regulations agreement to the Company by registered mail sent to the in force, and against payment of a fee at its own cost, to registered office and the Company will be obliged to respect ask the central depository of financial instruments to be
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informed, as the case may be, of the name or corporate 7.7.2.9 Distribution of profits (Article name, nationality, date of birth or year of formation, and 23 of the by‑laws) mail address, and, when appropriate, electronic address, of Profits for each fiscal year are determined according to the the holders of bearer securities conferring the right to vote legal and regulatory provisions in force. at its shareholders’ meetings, whether immediately or in the future, together with the quantity of securities owned In the event of a profit for the fiscal year after deductions by each of them and, if applicable, the restrictions to which to establish or increase legal reserves, the Shareholders’ the securities may be subject. In view of the list provided Meeting, on the proposal of the Board of Directors, may by the aforementioned organization, the Company has the withdraw any sums it considers appropriate to be either option to ask the persons on this list, whom the Company retained and carried forward to the next fiscal year or deems could be registered on behalf of third parties, for the allocated to one or more general or special reserve funds above information concerning the owners of the securities. or distributed to shareholders. If a person asked for information has failed to provide said The Shareholders’ Meeting has the power to grant information within the periods provided by the laws and shareholders the option to receive payment of all or part of regulations in force, or has provided incomplete or incorrect their dividend or interim dividend in cash or in shares under the information relating either to their status or the owners of conditions laid down by the regulations in force. In addition, the securities, the shares or securities giving immediate or the Shareholders’ Meeting may decide that payment of all future access to the Company’s equity in respect of which or part of dividends, interim dividends, distributed reserves that person was registered in an account will be stripped of or premiums, or any reduction in capital, will be deducted their voting rights for any Shareholders’ Meeting held until in kind using the Company’s portfolio securities or assets. the identification process is regularized, and payment of the All shareholders share in profits and contribute to losses in corresponding dividend will be deferred until that date. proportion to their stake in the share capital. 7.7.2.8 Change in share capital Unless stated otherwise in the by‑laws, the share capital may be increased, reduced or canceled by any method and in any manner permitted by law.
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7.7.3 Share capital
7.7.3.1 Number of shares 7.7.3.2 Securities giving access to share capital At December 31, 2020, the share capital stood at €163,884,278. The share capital is divided into 163,884,278 ordinary shares There were no outstanding securities giving access to share with a par value of one (1) euro. capital and voting rights at December 31, 2020. At March 31, 2021, the amount of the share capital The Shareholders’ Meeting of June 12, 2020 (23rd, 24th, is €49,514,341.00. The share capital is divided into 25th, 26th, 27th, 28th, 29th, 30th, 31st, 32nd, 33rd and 4,951,434,100 ordinary shares with a par value of one euro 34th resolutions) gave different authorizations to the cent (0.01). Management Board to issue investment shares giving access to share capital, described in Section 6.3.5.1 “Table of valid delegations on the date of this Universal Registration Document, with respect to capital increase and use at December 31, 2020”.
7.7.3.3 Changes in share capital over the last three years
Share capital Nominal Share before amount of capital after Number of transaction transaction transaction shares after Year Date Type of transaction (in euros) (in euros) (in euros) transaction
2019 07/30/19 Capital increase reserved for 161,030,883 2,272,661 163,303,544 163,303,544 members of an Employee Savings Plan, with waiver of preferential subscription rights for the benefit of the latter, as part of the we Share 2019 employee share ownership plan 2019 07/30/19 Capital increase reserved for 163,303,544 580,734 163,884,278 163,884,278 categories of beneficiaries as part of the we Share 2019 employee share ownership plan 2021 01/20/21 Capital reduction by decreasing 163,884,278 162,245,435.22 1,638,842.78 163,884,278 the unit par value of the shares 2021 02/26/21 Capital increases in cash 1,638,842.78 43,000,353.96 44,639,196.74 4,463,919,674 (i) through the issue of new ordinary shares, (ii) through offset with debt 7 At December 31, 2020 there were no stock options outstanding.
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7.7.3.4 Table of currently valid delegations on the date of this Universal Registration Document, concerning increases in share capital and utilization at December 31, 2020 The table below summarizes all delegations that were still valid as at December 31, 2020, granted by shareholders at the Shareholders’ Meeting of June 12, 2020 and the use made of such authorizations as of December 31, 2020:
Shareholders’ Authorized share Meeting Date capital ceiling (nominal (resolution no.) Type of authorization amount or percentage) Term (expiration)
06/12/2020 Authorization for the Company’s share buy‑back program. €75,000,000 18 months (16th resolution) (12/11/2021) 06/12/2020 Delegation of authority to the Management Board to €500,000,000 26 months (17th resolution) increase share capital by capitalizing reserves, profits, (08/11/2022) share premiums, acquisition premiums or goodwill on consolidation. 06/12/2020 Delegation of authority to the Management Board to issue 50% of the share 26 months (18th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (08/11/2022) securities of the Company or giving rights to the grant of €750,000,000 in debt securities and/or to issue other securities giving rights debt securities to future shares of the Company, maintaining preferential subscription rights. 06/12/2020 Delegation of authority to the Management Board to issue 10% of the share 26 months (19th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (3) (08/11/2022) securities of the Company or giving right to the grant of debt €750,000,000 in securities and/or to issue other securities giving rights to debt securities future shares, with waiver of preferential subscription rights and public offering, other than those referred to in Article L. 411‑2 1° of the French Monetary and Financial Code, or as part of a public offer involving an exchange component. 06/12/2020 Delegation of authority to the Management Board to issue 10% of the share 26 months (20th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (3) (08/11/2022) securities of the Company or giving right to the grant of debt €750,000,000 in securities and securities giving rights to future shares, with debt securities waiver of preferential subscription rights as part of a public offer referred to in Article L. 411‑2 1° of the French Monetary and Financial Code. 06/12/2020 Authorization to the Management Board, in the event of 10% of the share 26 months (21st resolution) issuance of shares and/or equity securities giving rights to capital (1) (08/11/2022) other equity securities of the Company or giving rights to the grant of debt securities and/or other securities giving rights to future shares, without preferential subscription rights, through an offer to the public or through a private placement to set the issue price subject to a limit of 10% of the share capital per year. 06/12/2020 Authorization to the Management Board to increase the 15% of the initial 26 months (22nd resolution) number of shares and/or equity securities giving rights issue (1) (3) (08/11/2022) to other equity securities of the Company or to the grant of debt securities and/or securities giving rights to future shares, to be issued in the event of a capital increase with or without preferential subscription rights for shareholders. 06/12/2020 Delegation of power to the Management Board to issue 10% of the share 26 months (23rd resolution) shares and/or equity securities giving rights to other equity capital (1) (08/11/2022) securities of the Company or giving rights to the grant of debt securities and other securities giving rights to future shares, with waiver of preferential subscription rights, as remuneration for contributions in kind granted to the Company.
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Shareholders’ Authorized share Meeting Date capital ceiling (nominal (resolution no.) Type of authorization amount or percentage) Term (expiration)
06/12/2020 Delegation of authority to the Management Board to issue 10% of the share 18 months (24th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (3) (12/11/2021) securities of the Company or giving right to the grant of debt securities and to issue other securities giving rights to future shares, with waiver of preferential subscription rights for the benefit of a certain category of persons as part of an equity line transaction. 06/12/2020 Authorization to be granted to the Management Board 2% of the share 26 months (25th resolution) for the purpose of allotting shares in the Company, free of capital of which (08/11/2022) charge, to corporate officers and employees of the Group, 0.4% of the share entailing automatic waiver of shareholders’ preferential capital for corporate subscription rights. officers 06/12/2020 Delegation of authority to the Management Board to 3% of the share 26 months (26th resolution) increase the share capital through the issuance of shares capital (1) (2) (08/11/2022) and/or other securities giving rights to the share capital reserved for participants in a Company Savings Plan, with waiver of preferential subscription rights in favor of the plan participants. 06/12/2020 Delegation of authority to the Management Board to 3% of the share 18 months (27th resolution) increase the share capital, with waiver of preferential capital (1) (2) (12/11/2021) subscription rights for shareholders, with the securities issued being reserved for categories of beneficiaries within the framework of an employee shareholding operation.
(1) The total maximum nominal amount of capital increases that may be carried out pursuant to this delegation shall be charged against the amount of the total nominal ceiling which may not exceed an amount representing more than 50% of the Company’s share capital on the date of the Shareholders’ Meeting of June 12, 2020. (2) This amount may be increased by the nominal amount of ordinary shares in the Company to be issued in future, if applicable, in order to safeguard the rights of holders of securities giving access to the share capital in accordance with law and regulations and any applicable contractual terms stating otherwise. (3) The overall maximum nominal amount of capital increases that may be carried out pursuant to the 19th, 20th, 22nd and 24th resolutions may not be greater than 10% of the Company’s share capital on the date the financial delegation is used by the Management Board, and shall count against the overall nominal ceiling representing more than 50% of the Company’s share capital on the date of the Shareholders’ Meeting of June 12, 2020.
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7.7.3.5 Table of delegations concerning increases in share capital and utilization that will be submitted to the Shareholders’ Meeting on June 30, 2021
Authorized share Shareholders’ capital ceiling Meeting Date (nominal amount Term (resolution no.) Type of authorization or percentage) (expiration)
06/30/2021 Authorization of a program allowing the Company to buy €75,000,000 18 months (26th resolution) back its own shares (12/29/2022) 06/30/2021 Delegation of authority to the Management Board to €500,000,000 26 months (27th resolution) increase the share capital through the incorporation (08/29/2024) of reserves, profits or issue, merger or contribution premiums 06/30/2021 Delegation of authority to the Board of Directors to issue 50% of the share 26 months (28th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (08/29/2024) securities of the Company or giving rights to the grant of €750,000,000 in debt securities and/or to issue other securities giving rights debt securities to future shares of the Company, maintaining preferential subscription rights 06/30/2021 Delegation of authority to the Board of Directors to issue 10% of the share 26 months (29th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (3) (08/29/2024) securities of the Company or giving right to the grant of €750,000,000 in debt securities and/or to issue other securities giving rights debt securities to future shares, with waiver of preferential subscription rights and public offering, other than those referred to in Article L. 411 – 2 1° of the French Monetary and Financial Code, or as part of a public offer involving an exchange component 06/30/2021 Delegation of authority to the Board of Directors to issue 10% of the share 26 months (30th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (3) (08/29/2024) securities of the Company or giving right to the grant of debt €750,000,000 in securities and securities giving rights to future shares, with debt securities waiver of preferential subscription rights as part of a public offer referred to in Article L. 411 – 2 1° of the French Monetary and Financial Code 06/30/2021 Authorization to the Board of Directors, in the event of 10% of the share 26 months (31st resolution) issuance of shares and/or equity securities giving rights capital (1) (08/29/2024) to other equity securities of the Company or giving rights to the grant of debt securities and/or other securities giving rights to future shares, without preferential subscription rights, through an offer to the public or through a private placement to set the issue price subject to a limit of 10% of the share capital per year 06/30/2021 Authorization to the Board of Directors to increase the 15% of the initial 26 months (32nd resolution) number of shares and/or equity securities giving rights issue (1) (3) (08/29/2024) to other equity securities of the Company or to the grant of debt securities and/or securities giving rights to future shares, to be issued in the event of a capital increase with or without preferential subscription rights for shareholders 06/30/2021 Delegation of power to the Board of Directors to issue 10% of the share 26 months (33rd resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (3) (08/29/2024) securities of the Company or giving rights to the grant of debt securities and other securities giving rights to future shares, with waiver of preferential subscription rights, as remuneration for contributions in kind granted to the Company
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Authorized share Shareholders’ capital ceiling Meeting Date (nominal amount Term (resolution no.) Type of authorization or percentage) (expiration) 06/30/2021 Delegation of authority to the Board of Directors to issue 10% of the share 18 months (34th resolution) shares and/or equity securities giving rights to other equity capital (1) (2) (3) (12/29/2022) securities of the Company or giving right to the grant of debt securities and to issue other securities giving rights to future shares, with waiver of preferential subscription rights for the benefit of a certain category of persons as part of an equity line transaction
(1) The total maximum nominal amount of capital increases that may be carried out pursuant to this delegation shall be charged against the amount of the total nominal ceiling which may not exceed an amount representing more than 50% of the Company’s share capital on the date of the Shareholders’ Meeting of June 30,2021. (2) This amount may be increased by the nominal amount of ordinary shares in the Company to be issued in future, if applicable, in order to safeguard the rights of holders of securities giving access to the share capital in accordance with law and regulations and any applicable contractual terms stating otherwise. (3) The overall maximum nominal amount of capital increases that may be carried out pursuant to the 29th, 30th, 32nd and 34th resolutions may not be greater than 10% of the Company’s share capital on the date the financial delegation is used by the Management Board, and shall count against the overall nominal ceiling representing more than 50% of the Company’s share capital on the date of the Shareholders’ Meeting of June 30,2021.
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EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 115 Corporate governance report 7 Information on the Company and its capital
7.7.4 Principal shareholders of the Company
7.7.4.1 Share capital distribution during the last three fiscal years At December 31, 2020, to the Company’s knowledge, with or indirectly, alone or in concert, more than 5% of the share the exception of Eurazeo S.E., DWS Investment GmbH and capital or voting rights. Merrill Lynch, there is no other shareholder holding directly
% Voting rights % of Voting rights exercisable theoretical exercisable in in sharehol‑ % of share Theoretical voting shareholders’ ders’ Shares capital voting rights rights meetings meetings At December 31, 2020 Eurazeo S.E. 48,988,240 29.89% 48,988,240 29.74% 48,988,240 31.42% DWS Investment GmbH 9,161,334 5.59% 9,161,334 5.56% 9,161,334 5.88% Merrill Lynch 8,282,744 5.05% 8,282,744 5.03% 8,282,744 5.31% Treasury shares (including liquidity agreement) 8,760,539 5.35% 8,760,539 5.32% - - FCPE EUROPCAR 615,428 0.38% 615,428 0.37% 615,428 0.39% Other 88,075,993 53.74% 88,891,823 53.97% 88,886,823 57.00% TOTAL 163,884,278 100.00% 164,700,108 100.00% 155,934,569 100.00% At December 31, 2019 Eurazeo S.E. 48,988,240 29.89% 48,988,740 29.79% 48,988,740 31.51% Morgan Stanley 13,330,226 8.13% 13,330,226 8.11% 13,330,226 8.57% CIAM 12,151,978 7.42% 12,151,978 7.39% 12,151,978 7.82% Financière de l’Échiquier 9,552,508 5.81% 9,552,508 5.79% 9,552,508 6.12% Invesco 8,117,866 4.95% 8,117,866 4.93% 8,117,866 5.22%
ECIP Europcar Sarl (4) 4,990,000 3.05% 4,990,000 3.03% 4,990,000 3.21% Management and employees 4,644,698 2.83% 4,912,358 2.99% 4,912,358 3.16% Public 53,176,483 32.45% 53,481,498 32.52% 53,909,001 34.39% Treasury shares 8,962,279 5.47% 8,962,279 5.45% 0 0.00% TOTAL 163,884,278 100% 164,457,453 100% 155,495,174 100% As of December 31, 2018 Eurazeo S.E. 48,987,740 30.42% 48,988,006 30.40% 48,988,066 31.23% Morgan Stanley 8,177,148 5.08% 8,177,148 5.07% 8,177,148 5.21% Kairos Investment Management S.p.A. 8,072,043 5.01% 8,072,043 5.01% 8,072,043 5.15%
ECIP Europcar Sarl (4) 4,990,000 3.10% 4,990,000 3.10% 4,990,000 3.18% Management and employees 2,170,500 1.35% 2,229,555 1.38% 2,229,555 1.42% Public 84,299,003 49.91% 84,370,893 52.36% 84,370,893 53.79% Treasury shares 4,315,547 2.68% 4,315,547 2.68% - 0.00% TOTAL 161,030,883 100% 161,162,094 100% 156,846,547 100%
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Share capital breakdown at April 30, 2021
Voting rights % Voting rights exercisable in exercisable in % of share Theoretical % of theoretical shareholders’ shareholders’ Shares capital voting rights voting rights meetings meetings
ANCHORAGE CAPITAL GROUP 1,249,312,849 25.23% 1,249,312,849 25.23% 1,249,312,849 25.27% MARATHON ASSET MANAGEMENT LP 584,533,664 11.81% 584,533,664 11.80% 584,533,664 11.83% ATTESTOR LTD 536,210,526 10.83% 536,210,526 10.83% 536,210,526 10.85% DIAMETER CAPITAL PARTNERS LP 293,023,894 5.92% 293,023,894 5.92% 293,023,894 5.93% CENTERBRIDGE Partners 309,517,229 6.25% 309,517,229 6.25% 309,517,229 6.26% CARVAL INVESTORS LP 311,093,147 6.28% 311,093,147 6.28% 311,093,147 6.29% Treasury shares 9,190,539 0.19% 9,190,539 0.19% 0 0.00% FCPE 738,696 0.01% 738,696 0.01% 738,696 0.01% Other 1,657,813,556 33.48% 1,658,787,526 33.49% 1,658,727,684 33.56% TOTAL 4,951,434,100 100.00% 4,952,408,070 100.00% 4,943,157,689 100.00%
7.7.5 Profit‑sharing agreement and incentive plans – employee shareholding
For more information on profit‑sharing and on stock are also required to maintain a company savings plan. A options held by members of the Management Board and company or group savings plan is a collective savings Supervisory Board and by certain Group employees, see scheme offering employees of the member companies Section 5.3 “Compensation and benefits in any kind for the ability, with the help of their employer, to build an members of the Management Board and Supervisory investment portfolio. In particular, it can receive amounts Board” and Section 6.3 “Share Capital” in 2020 Universal from a profit‑sharing agreement or incentive plan as well Registration Document. as voluntary contributions. Amounts invested in a company savings plan cannot be withdrawn for five years except in As at December 31, 2020, the employees of the Company the early withdrawal cases provided for by law. and its affiliates held, via FCPE, a total of 615,428 ordinary shares, representing a total of 0.38% of the Company’s share The Company is part of a group savings plan with Europcar 7 capital and 0.37% of its voting rights. International S.A.S.U., while the Company Europcar France has its own Company Savings Plan. 7.7.5.1 Profit‑sharing agreements In accordance with Article L. 3332‑25 of the French Labor Pursuant to Article L. 3322‑2 of the French Labor Code, Code, investors have the right to liquidate the assets profit‑sharing agreements are mandatory in companies available in the plan in order to exercise options on shares with 50 or more employees which have taxable profits of granted pursuant to Articles L. 225‑177 or L. 225‑179 of the greater than a 5% return on shareholders’ equity. French Commercial Code. The shares thus subscribed for or purchased by the investor are then paid into the savings plan The companies Europcar International S.A.S.U. and Europcar and only become available five years after this payment. France, which have more than 50 employees each, have entered into their own profit‑sharing agreements. Each 7.7.5.3 Incentive plans agreement covers all employees that have been with either company for more than three months. The incentive plan is an optional scheme whose purpose is to enable a company to give employees a collective interest in The equation set forth in the French Labor Code is used the Company’s results or performance through immediately to calculate the special profit‑sharing reserve for each payable bonuses pursuant to Article L. 3312‑1 of the French agreement. Labor Code defined by means of a random equation contingent on the Company’s results or performance. 7.7.5.2 Company savings plans and similar plans As such, the Group has incentive plans with the majority of its French entities. Pursuant to Articles L. 3323‑2 and L. 3323‑3 of the French Labor Code, companies with profit‑sharing agreements
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 117 Corporate governance report 7 Information on the Company and its capital
7.7.5.4 Employee share ownership In the summer of 2019, the Group launched a new employee shareholding plan, We Share 2019. Offered to the vast In 2016, the Group launched the ESOP 2017 Plan, its first majority of the Group’s employees in sixteen countries international share offer reserved for employees of the (Australia, Austria, Belgium, Luxembourg, Denmark, France, Company and Group subsidiaries wholly owned either Germany, Greece, Ireland, Italy, New Zealand, Portugal, directly or indirectly by the Company, who are members of Slovakia, Spain, Turkey and the United Kingdom), this new Europcar’s Group Employee Savings Plan (the “GESP”) and plan has enabled the integration of recent acquisitions such the International Group Employee Savings Plan (“IGESP”) as Ireland, Denmark, Goldcar and Buchbinder. At the same and whose registered offices are in Australia, Belgium, time, the Group capitalized on its strategy and values. France, Germany, Spain, Italy, New Zealand, Portugal, the USA and the United Kingdom. The shares held by Group employees represented 0.38% of the Company’s share capital and 0.37% of its voting rights at December 31, 2020.
7.7.6 Items likely to have an impact in the event of a public takeover bid
The disclosures required pursuant to Article L. 225‑37‑5 of on the date of this Universal Registration Document, the French Commercial Code are contained in Sections 6.3 concerning increases in share capital and utilization as at “Share capital” (concerning the capital structure), 6.4.5.1 December 31, 2019” and 6.3.8 “Share buy‑back agreement” “Agreements concerning Europcar securities declared (concerning the purchase by Europcar Mobility Group SA to the French financial markets authority” (on clauses in of its own shares), 6.4.5.2 “Agreements entered into by agreements notified to the Company pursuant to Article shareholders” (concerning agreements ending in the event L. 233‑11 of the French Commercial Code), 6.4.2. “Notices of a change of control) and 5.3.1.7 “Compensation in the event of threshold crossings” (relating to investments reported of forced termination of office” (concerning the indemnities under Article L. 233‑7 the French Commercial Code), 6.4.5.2 in the event of termination of office for members of the “Agreements entered into by shareholders” (concerning Management Board) of this 2020 Universal Registration shareholder agreements resulting in restrictions on the Document. transfer of shares), 6.2.2.1 “Management Board” and 6.2.2.2 The Universal Registration Document is available on the “Supervisory Board” (on the rules governing the appointment French financial markets authority website (www.amf- and replacement of Executive Board and Supervisory Board france.org) and on the Europcar Mobility Group website members and amendments to the by‑laws of Europcar (http://investors.europcar-group.com). Mobility Group), 6.3.5.1 “Table of currently valid delegations
7.7.7 Dividend policy
7.7.7.1 Dividend policy dividends were allocated on May 21, 2019 and paid exclusively in cash on May 23, 2019; In accordance with the law and the Company’s by‑laws, the Shareholders’ Meeting, on the recommendation of the Board • for the fiscal year ended December 31, 2019, the of Directors, may authorize the distribution of a dividend for Shareholders’ Meeting of June 12, 2020 approved the the previous fiscal year, or a distribution by withdrawal from assignment of all its earnings to “retained earnings the Company’s share premium. (losses)”, which would be raised to €16,880,450.97, a decision made in the context of the Covid‑19 pandemic. We remind you of the distribution policy applied by the Company over the last three years: The reader is reminded that during the establishment of a loan for €220 million signed with the Group’s main French and • for the fiscal year ended December 31, 2017, the international banks, which benefits from a 90% guarantee Shareholders’ Meeting of May 17, 2018 voted in favor from the French State via Bpifrance (“State-Guaranteed of a one‑off cash distribution in the total amount of Loan”), the Company entered into a contractual agreement €24,440,400 corresponding to €0.1518 per share. The to make no dividend payment for fiscal years 2020 and 2021, right to this special distribution was allocated on May 29, which was one of the conditions for this loan. (Press release 2018 and was paid exclusively in cash on May 31, 2018; of May 3, 2020). • for the fiscal year ended December 31, 2018, the Shareholders’ Meeting of April 26, 2019 voted in 7.7.7.2 Restrictions on dividend payments favor of a distribution of a cash dividend of €0.16 per The restrictions on dividends and reserves under the Group’s share, i.e. a total amount of €25,764,941.28 as well principal debt instruments are set out below. For more as a one‑off cash distribution in the total amount of information on the Group’s debt instruments, the reader is €16,103,088 corresponding to €0.10 per share. These invited refer to Section 3.2.3 “Description of financing as of December 31, 2020” of this Universal Registration Document.
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2024 Senior Subordinated Notes 2026 Senior Subordinated Notes With the exception of the possible distribution of dividends With the exception of the possible distribution of dividends between restricted subsidiaries, the documentation between restricted subsidiaries, the documentation applicable to 2024 Senior Subordinated Notes limits the applicable to 2026 Senior Subordinated Notes limits the distribution of dividends or other forms of distribution by distribution of dividends or other forms of distribution by the Company and its restricted subsidiaries. Payment of the Company and its restricted subsidiaries. Payment of dividends and other forms of distribution are authorized as dividends and other forms of distribution are authorized as summarized below. summarized below. The documentation applicable to the 2024 Senior The documentation applicable to the 2026 Senior Subordinated Notes authorizes the payment of dividends Subordinated Notes authorizes the payment of dividends or other forms of distributions by the Company and or other forms of distributions by the Company and its subsidiaries as long as no default, or default events its subsidiaries as long as no default, or default events have taken place or may take place as a result of such a have taken place or may take place as a result of such a distribution and as long as the Company is able to take on at distribution and as long as the Company is able to take on at least €1 in additional debt in compliance with the restriction least €1 in additional debt in compliance with the restriction applicable to additional indebtedness, according to which applicable to additional indebtedness, according to which the Company may contract additional debt as long as, on the Company may contract additional debt as long as, on a pro forma basis, the corporate consolidated fixed charge a pro forma basis, the corporate consolidated fixed charge coverage ratio (as defined under the terms of the 2024 Senior coverage ratio (as defined under the terms of the 2026 Senior Subordinated Notes) is higher than 2.0:1.0; and the total Subordinated Notes) is higher than 2.0:1.0; and the total amount of the proposed dividend (together with the amounts amount of the proposed dividend (together with the amounts of the other payments subject to restrictions) and paid after of the other payments subject to restrictions) and paid after the issuance date of these 2024 Senior Subordinated Notes the issuance date of these 2026 Senior Subordinated Notes does not exceed the following aggregate amount (without does not exceed the following aggregate amount (without duplication): duplication): a) 50% of consolidated net profit for the period (treated as a) 50% of consolidated net profit for the period (treated as one accounting period) from January 1, 2017 to the end one accounting period) from January 1, 2017 to the end of the most recent fiscal half ending prior to the date of the most recent fiscal half ending prior to the date of such payment for which financial statements are of such payment for which financial statements are available (or, in case such consolidated net income is a available (or, in case such consolidated net income is a deficit, minus 100% of such deficit); plus deficit, minus 100% of such deficit); plus b) 100% of the aggregate net cash proceeds and the b) 100% of the aggregate net cash proceeds and the fair market value of property or assets received by fair market value of property or assets received by the Company from the issue or sale of its qualified the Company from the issue or sale of its qualified share capital or other capital contributions, after the share capital or other capital contributions, after the completion date (other than certain exceptions); plus completion date (other than certain exceptions); plus c) certain other amounts relating to the conversion of c) certain other amounts relating to the conversion of certain debt securities into stock and other amounts. certain debt securities into stock and other amounts. Furthermore, the documentation applicable to the 2024 Furthermore, the documentation applicable to the 2026 Senior Subordinated Notes permits the payment of dividends Senior Subordinated Notes permits the payment of dividends 7 by the Company so long as no default or default event has by the Company so long as no default or default event has occurred or might occur as a result of such payment that occurred or might occur as a result of such payment that may not exceed an annual total of more than the highest may not exceed an annual total of more than the highest of either: of either: a) 6% of the aggregate gross cash proceeds received by a) 6% of the aggregate gross cash proceeds received by the Company in or from such public offering of equity the Company in or from such public offering of equity securities (other than certain exceptions); and securities (other than certain exceptions); and b) (i) 7% of the Company’s market capitalization (on the b) (i) 7% of the Company’s market capitalization (on the basis of the arithmetic mean of the closing price of the basis of the arithmetic mean of the closing price of the Company’s share within 30 consecutive trading days Company’s share within 30 consecutive trading days which do not precede the dividend payment declaration which do not precede the dividend payment declaration by more than seven days); provided that after having by more than seven days); provided that after having given effect, on a pro forma basis, to the payment of such given effect, on a pro forma basis, to the payment of such dividends, the Company’s consolidated financial gearing dividends, the Company’s consolidated financial gearing ratio (as defined in the terms and conditions of the 2024 ratio (as defined in the terms and conditions of the 2024 Senior Subordinated Notes) is less than 3.0: 1.0; or (ii) 5% Senior Subordinated Notes) is less than 3.0: 1.0; or (ii) 5% of the Company’s market capitalization, provided that of the Company’s market capitalization, provided that having given effect on a pro forma basis to the payment having given effect on a pro forma basis to the payment of such dividends, the Company’s consolidated financial of such dividends, the Company’s consolidated financial ratio (as defined by the issue contract) shall be higher ratio (as defined by the issue contract) shall be higher than or equal to 3.0: 1.0 but less than 3.5: 1.0. than or equal to 3.0: 1.0 but less than 3.5: 1.0. These notes expired on February 26, 2021. These notes expired on February 26, 2021.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 119 Corporate governance report 7 Information on the Company and its capital
EC Finance Notes Furthermore, the documentation applicable to EC Finance Notes authorizes the payment of dividends by the Company With the exception of possible distributions of dividends insofar as no default or default event has occurred or is likely between restricted subsidiaries, the documentation to occur as a result of such payment that may not exceed applicable to EC Finance Notes limits the distribution of an annual total of more than the highest of either: dividends by the Company and its restricted subsidiaries. Payment of dividends is authorized as summarized below. a) 6% of the aggregate gross cash proceeds received by the Company in or from such public offering of equity The documentation applicable to EC Finance Notes securities (other than certain exceptions); and authorizes the distribution of dividends by the Company and its restricted subsidiaries insofar as no default has b) (i) 7% of the Company’s market capitalization (on the occurred or is likely to occur following such a distribution basis of the arithmetic mean of the closing price of the and the Company is in a position to contract at least €1.00 of Company’s share within 30 consecutive stock market additional debt in accordance with the restriction applicable days which do not precede the dividend payment to additional debt (according to which the Company may declaration by more than seven days); provided that contract additional debt insofar as, on a pro forma basis, the having given impact on a pro forma basis for the payment coverage ratio for the Company’s consolidated fixed costs of such dividends, the Company’s consolidated financial (as defined in the terms and conditions of the EC Finance leverage (as defined in the terms and conditions of the Notes) exceeds 2.0: 1.0); and the total amount of the envisaged EC Finance Notes) be less than 3.0: 1.0; or (ii) 5% of the dividend (together with the amounts of the other payments Company’s market capitalization, provided that having subject to restrictions) and distributed subsequently to the given effect on a pro forma basis to the payment of such issue date of these EC Finance Notes does not exceed the dividends, the Company’s consolidated financial ratio following total sum (without duplication): (as defined by the issue contract) shall be higher than or equal to 3.0: 1.0 but less than 3.5: 1.0. a) 50% of consolidated net profit of the Company for the period (treated as one accounting period) from January 1, PGE financing 2017 to the end of the most recent fiscal half ending prior to the date of such payment for which financial In accordance with the provisions of the French government statements are available (or, in case such consolidated guaranteed loan (PGE Financing), Europcar Mobility net income is a deficit, minus 100% of such deficit); plus Group S.A. is not allowed to pay dividends for the fiscal years ended December 31, 2019 and December 31, 2020, b) 100% of the aggregate net cash proceeds and the fair as doing so would trigger an accelerated amortization of value of property or assets received by the Company the PGE Financing. For the fiscal years starting on or after from the issue or sale of its qualified share capital or December 31, 2021, Europcar Mobility Group S.A. will not be other capital contributions, after the completion date allowed to pay out dividends if its debt to equity ratio is not (subject to certain exceptions); plus below 3:1. c) certain other amounts relating to the conversion of certain debt securities into stock and other amounts.
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7.7.8 Market on which the share is traded
7.7.8.1 Market where Europcar Mobility Group shares are traded Europcar Mobility Group shares are listed on Euronext – compartment A of the Euronext Paris regulated market.
Europcar Mobility Group share fact sheet • ISIN Code: FR0012789949. • Par value: €0.01. • Listings: continuous trading on Euronext – Compartment • Securities outstanding at December 31, 2020: 163,884,278. A of the Euronext Paris regulated market. • Share price at December 31, 2020: €0.756. • Other listings: none. • Market capitalization at December 31, 2020: €123,896,514.
7.7.8.2 Trading volumes and trends in 2020
5 (in euros)
4
3 (82.60%)
2
1
0 01/01/20 02/01/20 03/01/20 04/01/20 05/01/2006/01/2007/01/20 08/01/2009/01/2010/01/20 11/01/20 12/01/20
Source: Bloomberg.
2019‑2020 change in the last share price of 2020 2019 the year (share price in euros) High Low 12/31/20 High Low 12/31/19 (as %)
Share 4.66 0.50 0.76 (1) 8.36 3.05 4.33 (82.6%) CAC 40 Index 6,111.2 3,754.8 5,551.41 6,037.39 4,611.49 5,978.06 (7.1%) 7
2020 2019 Daily Total average Total Daily average
In number of shares (1) 1,575,832,443 6,131,644 165,300,738 648,238
In capital (in millions of euros) 1,240.287 4.83 841.480 3.30
(1) Source: Bloomberg. Share price of €0.419 at 12/31/2020 adjusted for transactions related to financial restructuring.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 121 Draft resolution and report of the Board of Directors 8
DRAFT RESOLUTION AND REPORT 8 OF THE BOARD OF DIRECTORS
Ladies and Gentlemen, provisions of the law and the by-laws of Europcar Mobility Group (the “Company”), to ask you to vote on the resolutions We have convened this Combined Shareholders’ Meeting set forth in the following agenda: (Ordinary and Extraordinary), in accordance with the
Resolutions falling under the authority of the Ordinary General Meeting
1st and 2nd resolution Approval of the Company’s annual and consolidated financial statements for the fiscal year ended December 31, 2020
You are requested, in light of the auditors’ report on the financial statements, to approve, pursuant to the 1rst resolution, the Company’s annual financial statements for the fiscal year ended December 31, 2020 showing a corporate loss of €225,747,000 versus a corporate profit of €11,208,000 in the fiscal year ended December 31, 2019. Also, you are asked, pursuant to the 2nd resolution, in light of the Statutory Auditors’ report on the consolidated financial statements, to approve the Company’s consolidated financial statements for the fiscal year ended December 31, 2020, showing a consolidated net loss of €644,785,000versus a consolidated net profit of €29,613,000 in the fiscal year ended December 31, 2019 (€62,498,000 before tax). These earnings are detailed in the Company’s management report and financial statements provided in the Company’s 2020 Universal Registration Document.
1. Approval of the annual financial statements for the year ended December 31, 2020 The Shareholders’ Meeting, under the conditions required by the fiscal year ended December 31, 2020, hereby approves, Ordinary shareholders’ meetings as to quorum and majority, as tabled, the financial statements for the fiscal year ended having reviewed the report of the Board of Directors, the December 31, 2020, as well as the operations disclosed by Statutory Auditors’ report, and the financial statements for said financial statements and summarized in said reports.
2. Approval of the consolidated financial statements for the year ended December 31, 2020 The Shareholders’ Meeting, under the conditions required by hereby approves, as tabled, the consolidated financial Ordinary shareholders’ meetings as to quorum and majority, statements for the fiscal year ended December 31, 2020, as having reviewed the report of the Board of Directors, the well as the operations disclosed by said financial statements Statutory Auditors’ report, and the consolidated financial and summarized in said reports. statements for the fiscal year ended December 31, 2020,
122 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Draft resolution and report of the Board of Directors 8
3rd resolution Allocation of earnings for the fiscal year ended December 31, 2020
Since earnings for the fiscal year ended December 31, 2020 show a loss of €225,746,831.73, you are asked, pursuant to the 3rd resolution, to allocate the profit to the “retained earnings” account, which would be increased to €(208,866,380.76). We would like to remind you that for the last three fiscal years, dividends has been distributed as follows.
Fiscal year 2019 Fiscal year 2018 Fiscal year 2017
Total amount of N/A €25,764,941, i.e. €0.16 N/A ordinary dividend per share, payment on May 23, 2019 Total of extraordinary N/A €16,103,088, i.e. €0.10 N/A dividend per share, payment on May 23, 2019 Total amount of N/A N/A €24,228,033, i.e 0,1518 distribution by deduction per share, payment from share, merger and on May 31, 2018 contribution premium
3. Appropriation of the results for the year ended December 31, 2020 The Shareholders’ Meeting, under the conditions required by (iii) after having noted that the “legal reserve” account Ordinary shareholders’ meetings as to quorum and majority, shows a positive balance of €16,388,472.80 equal to having reviewed the report of the Board of Directors, and the 10% of the Company’s share capital, hereby decides to Statutory Auditors’ report, hereby: allocate the profit to the “retained earnings” account, which amounts at of €(208,866,380.76). (i) Notes that the loss for the year ended December 31, 2020 is €225,746,831.73; Pursuant to Article 243 bis of the French General Tax Code, it should be recalled that for the last three fiscal years, (ii) After having noted that the retained earnings account dividends has been distributed as follows: shows a positive balance of €16,880,450.97 and, in the absence of other available reserves;
Fiscal year 2019 Fiscal year 2018 Fiscal year 2017
Total amount of ordinary N/A €25,764,941, i.e. €0.16 N/A dividend per share, payment on May 23, 2019 Total of extraordinary N/A €16,103,088, i.e. €0.10 N/A dividend per share, payment on May 23, 2019 Total amount of distribution by N/A N/A €24,228,033, i.e 0,1518 deduction from share, merger per share, payment and contribution premium on May 31, 2018 8
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 123 Draft resolution and report of the Board of Directors 8
4th resolution Related party agreements and commitments
We ask you to acknowledge, in respect of the 4th resolution, that the special report of the Statutory Auditors, reproduced in the Company’s 2020 Universal Registration Document, reports no new related party agreements.
4. Approval of related party agreements and commitments The Shareholders’ Meeting, under the conditions required by the agreements referred to in Articles L. 225‑38 et seq. of the Ordinary shareholders’ meetings as to quorum and majority, French Commercial Code, takes note of said report which having reviewed the Statutory Auditors’ special report on reports no new related party agreements.
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5th to 10th resolution Ratification of the cooptation of Mr. Alexandre de Juniac as member of the Board of Directors
Pursuant to the 5th resolution, it is proposed to ratify the cooptation of Mr. Alexandre de Juniac as member of the Board of Director decided by the Board of Directors held on February 26, 2021 in order to replace Mr. Jean-Paul Bailly, who had resigned, for the remaining duration of Mr. Jean-Paul Bailly’s term of office, i.e until the General Meeting to be held in 2022 to approve the financial statements of the fiscal year ending on December 31, 2021. Ratification of the cooptation ofMr. Simon Franks as member of the Board of Directors Pursuant to the 6th resolution, it is proposed to ratify the cooptation of Mr. Simon Franks as member of the Board of Director decided by the Board of Directors held on February 26, 2021 in order to replace Mr. Paul Copley, who had resigned, for the remaining duration of Mr. Paul Copley’s term of office, i.e until the General Meeting to be held in 2025 to approve the financial statements of the fiscal year ending on December 31, 2024. Ratification of the cooptation ofMs. Sylvie Veilleux as member of the Board of Directors Pursuant to the 7th resolution, it is proposed to ratify the cooptation of Ms. Sylvie Veilleux as member of the Board of Director decided by the Board of Directors held on May 17, 2021 in order to replace Ms. Virginie Fauvel, who had resigned, for the remaining duration of Ms. Virginie Fauvel’s term of office, i.e until the General Meeting to be held in 2023 to approve the financial statements of the fiscal year ending on December 31, 2022. Extension of the term of office ofMs. Caroline Parot Pursuant to the 8th resolution, it is proposed to extend the term of office of Ms. Caroline Parot until the General Meeting to be held in 2025 to approve the financial statements of the fiscal year ending on December 31, 2024. Appointment of Ms. Carole Sirou as member of the Board of Director Pursuant to the 9th resolution, it is proposed to appoint Ms. Carole Sirou as member of the Board of Directors for a four (4) years term, i.e. until the end of the Ordinary Shareholders’ Meeting that will be held in 2025 to approve the financial statements for the year ended December 31, 2024. The term of office of Board of Directors members, in accordance with the Company’s articles of association, is four years, with the Board of Directors holding the view that such term reflects the level of commitment expected of any person who wants to take part in its work. As part of efforts to ensure better governance and to comply with the recommendations of the AFEP-MEDEF Code, a staggered renewal of the terms of office of Board of Directors members was provided for by the Company’s articles of association at the time of the initial public offering in order to avoid a situation where their terms of office all expire at the same time. As such, terms of office were set so that a fraction of the terms of office of Board of Directors members is renewed every year. The Board of Directors that met on April 6 and May 17, 2021 reviewed the independence of its members and considered that the independence criteria of the Board of Directors’ Internal regulations, are met by Mr. Alexandre de Juniac, Ms. Martine Gerow, Ms. Carole Sirou and Ms. Sylvie Veilleux. If this Shareholders’ Meeting approves the 5th to 9th resolutions, at the close of the meeting, the membership of Board of Directors would be as follows (dates in brackets indicate the year during which the term will end): • Alexandre de Juniac (2022); • Caroline Parot (2025); • Sylvie Veilleux (2023); • Carl Leaver (2025); • Martine Gerow (2024); • Simon Franks (2025); • Carole Sirou (2025); • Adèle Mofiro (2025). 8 The biographies of the members of the Board of Directors are provided in the convening notice and 2020 Universal Registration Document. At the end of this Shareholders’ Meeting and if these resolutions were adopted, the Board of Directors would be made up of 4 independent members, i.e. over an half of independent members, in accordance with the recommendations of the AFEP-MEDEF Code (Article 9.3). In particular, it will include four female members, i.e. 40% of the members pursuant to applicable legal provisions. This figure does not include the representative member of the employees. Appointment of Mr. Laurent David as Observer Pursuant to the 10th resolution, it is proposed to appoint Mr. Laurent David as Observer for a two (2) years term, i.e. until the end of the Ordinary Shareholders’ Meeting that will be held in 2023 to approve the financial statements for the year ended December 31, 2022.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 125 Draft resolution and report of the Board of Directors 8
5. Ratification of the cooptation of Mr. Alexandre de Juniac as member of the Board of Directors The Shareholders’ Meeting, under the conditions required by held on February 26, 2021 in order to replace Mr. Jean-Paul Ordinary shareholders’ meetings as to quorum and majority, Bailly, who had resigned, for the remaining duration of Mr. having review the report of the Board of Directors, decides to Jean-Paul Bailly’s term of office, i.e until the General Meeting ratify the cooptation of Mr. Alexandre de Juniac as member to be held in 2022 to approve the financial statements of the of the Board of Director decided by the Board of Directors fiscal year ending on December 31, 2021.
6. Ratification of the cooptation of Mr. Simon Franks as member of the Board of Directors The Shareholders’ Meeting, under the conditions required by on February 26, 2021 in order to replace Mr. Paul Copley, who Ordinary shareholders’ meetings as to quorum and majority, had resigned, for the remaining duration of Mr. Paul Copley’s having review the report of the Board of Directors, decides term of office, i.e until the General Meeting to be held in 2025 to ratify the cooptation of Mr. Simon Franks as member of to approve the financial statements of the fiscal year ending the Board of Director decided by the Board of Directors held on December 31, 2024.
7. Ratification of the cooptation of Ms. Sylvie Veilleux as member of the Board of Directors The Shareholders’ Meeting, under the conditions required by May 17, 2021 in order to replace Ms. Virginie Fauvel, who had Ordinary shareholders’ meetings as to quorum and majority, resigned, for the remaining duration of Ms. Virginie Fauvel’s having review the report of the Board of Directors, decides to term of office, i.e until the General Meeting to be held in 2023 ratify the cooptation of Ms. Sylvie Veilleux as member of the to approve the financial statements of the fiscal year ending Board of Director decided by the Board of Directors held on on December 31, 2022.
8. Extension of the term of office of Ms. Caroline Parot The Shareholders’ Meeting, under the conditions required by to extend the term of office of Ms. Caroline Parot until the Ordinary shareholders’ meetings as to quorum and majority, General Meeting to be held in 2025 to approve the financial having review the report of the Board of Directors, decided statements of the fiscal year ending on December 31, 2024.
9. Appointment of Ms. Carole Sirou as member of the Board of Director The Shareholders’ Meeting, under the conditions required by of Directors for a four (4) years term, i.e. until the end of the Ordinary shareholders’ meetings as to quorum and majority, Ordinary Shareholders’ Meeting that will be held in 2025 having reviewed the report of the Board of Directors, hereby to approve the financial statements for the year ended decides to appoint Ms. Carole Sirou as member of the Board December 31, 2024.
10. Appointment of Mr. Laurent David as Observer The Shareholders’ Meeting, under the conditions required by (2) years term, i.e. until the end of the Ordinary Shareholders’ Ordinary shareholders’ meetings as to quorum and majority, Meeting that will be held in 2023 to approve the financial having reviewed the report of the Board of Directors, hereby statements for the year ended December 31, 2022. decides to appoint Mr. Laurent David as Observer for a two
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11th to 15th resolution Approval of the items of compensation paid or granted for the fiscal year ended on December 31, 2020 to the Chairwoman of the Management Board, the Chief Executive Officer and member of the Management Board, the other members of the Management Board, and to the Chairman of the Supervisory Board
In accordance with the provisions of Article L. 22‑10‑34 of the French Commercial Code, the components of compensation paid or granted to each of the members of the Management Board and to the Chairman of the Supervisory Board for the fiscal year ended December 31, 2020 are submitted for approval by the shareholders. Your approval relates to the compensation components paid or granted during the fiscal year 2020 for each of the Company’s corporate officers, as described below: • an annual fixed compensation payable over a period of 12 months; • an annual variable compensation expressed as a percentage of the annual fixed compensation, whose amount is calculated according to the achievement in 2020 of objectives based on quantifiable and qualitative criteria; • performance share grants; and • benefits in kind. For the 2020 fiscal year, the variable annual compensation of the Management Board members could reach up to 155% of their annual fixed compensation. The information relating to the compensation and benefits of any kind of the Company’s corporate officers for fiscal year 2020 is described in the 2020 Universal Registration Document and this Convening Notice. By voting on the 11th to 15th resolution, you are asked to approve the compensation components paid or granted in fiscal year 2020 for each of the Company’s officers, as indicated below: • Ms. Caroline Parot, Chairwoman of the Management Board (11th resolution); • Mr. Fabrizio Ruggiero, member of the Management Board and Deputy Chief Executive Officer 12th( resolution); • Mr. Olivier Baldassari, member of the Management Board (13th resolution); • Mr. Albéric Chopelin, member of the Management Board (14th resolution); • Mr. Jean-Paul Bailly, Chairman of the Supervisory Board (15th resolution).
11. Approval of the components of compensation paid or allocated for the year ended December 31, 2020 to Ms. Caroline Parot, as Chairwoman of the Management Board The Shareholders’ Meeting, under the conditions required compensation and the benefits of all kinds paid or allocated by Ordinary shareholders’ meetings as to quorum for the year ended December 31, 2020 to Ms. Caroline Parot, and majority, having reviewed the report on corporate Chairwoman of the Management Board, as set out in the governance, prepared in accordance with the provisions of report on corporate governance of the Company’s 2020 Article L. 225‑37 of the French Commercial Code, approves Universal Registration Document: the fixed, variable and exceptional components of the
Amounts in respect Components of compensation paid or allocated to Mrs Caroline Parot as Chairwoman of fiscal year 2020 of the Management Board for the financial year ended December 31, 2020 (in euros) Payable (2) Paid (3)
Caroline Parot – Chairwoman of the Management Board 8
Fixed compensation (1) 575,000 467,193
Annual variable compensation (4) 146,625
Multi‑year variable compensation (1) - -
Exceptional compensation (1) 0 Compensation allocated to the member of the Management Board in respect of his or her term of office - -
Benefits in kind (5) 17,291 17,291 TOTAL 738,916 484,484
(1) Gross before taxes. Fixed compensation 2020 is calculated on the basis of an increase at May 1, 2019. The 2020 compensation of an initial amount of €575,000 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €467,193 and represented all of the fixed compensation due for 2020. (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Variable compensation paid during the fiscal year is the amount due in respect of the prior period. (5) Ms. Caroline Parot was provided with a company car, a corporate officer unemployment insurance and an annual health check.
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12. Approval of the components of compensation paid or allocated for the year ended December 31, 2020 to Mr. Fabrizio Ruggiero as member of the Management Board and Chief Executive Officer The Shareholders’ Meeting, under the conditions required by and the benefits of all kinds paid or allocated for the year Ordinary shareholders’ meetings as to quorum and majority, ended December 31, 2020 to Mr. Fabrizio Ruggiero, member having reviewed the report on corporate governance, of the Management Board and Chief Executive Officer of prepared in accordance with the provisions of Article the Company, in respect of his office, as set out in the report L. 225‑37 of the French Commercial Code, approves the fixed, on corporate governance of the Company’s 2020 Universal variable and exceptional components of the compensation Registration Document:
Components of compensation paid or allocated to Mr Fabrizio Amounts in respect Ruggiero as member of the Management Board and Chief Executive of fiscal year 2020 Officer, for the financial year ended December 31, 2020 (in euros) Payable (2) Paid (3)
Fabrizio Ruggiero –Chief Executive Officer and Member of the Management Board
Fixed compensation (1) 415,000 343,173
Annual variable compensation (4) 105,825
Multi‑year variable compensation (1) -
Exceptional compensation (1) Compensation allocated to the member of the Management Board in respect of his or her term of office - -
Benefits in kind (5) 85,366 85,366 TOTAL 606,191 428,539
(1) Gross before taxes. Fixed compensation 2020 is calculated on the basis of an increase at May 1, 2019. The 2020 compensation of an initial amount of €415,000 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €343,173 and represented all of the fixed compensation due for 2020. (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Variable compensation paid during the fiscal year is the amount due in respect of the prior period. (5) Fabrizio Ruggiero was provided with a company car, a foreign service allowance, company accommodation in France, an annual health check, as well as additional accident and health insurance taken out on his behalf.
13. Approval of the components of compensation paid or allocated for the year ended December 31, 2020 to Mr. Olivier Baldassari in his capacity as member of the Management Board The Shareholders’ Meeting, under the conditions required by and the benefits of all kinds paid or allocated for the year Ordinary shareholders’ meetings as to quorum and majority, ended December 31, 2020 to Mr. Olivier Baldassari, as having reviewed the report on corporate governance, member of the Management Board, in respect of his office, prepared in accordance with the provisions of Article as set out in the report on corporate governance of the L. 225‑37 of the French Commercial Code, approves the fixed, Company’s 2020 Universal Registration Document: variable and exceptional components of the compensation
Components of compensation paid or allocated to Mr Amounts in respect Olivier Baldassari as member of the Management Board of fiscal year 2020 for the financial year ended December 31, 2020 (in euros) Payable (2) Paid (3)
Olivier Baldassari – Countries and Operations Director and Member of the Management Board
Fixed compensation (1) 330,000 268,125
Annual variable compensation (1) 84,150
Multi‑year variable compensation (1) - -
Exceptional compensation (1) Compensation allocated to the member of the Management Board in respect of his or her term of office - -
Benefits in kind (4) 5,064 5,064 TOTAL 419,214 273,189
(1) Gross before taxes. The 2020 compensation of an initial amount of €330,000 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €268,125 and represented all of the fixed compensation due for 2020. (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Olivier Baldassari was provided with a company car.
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14. Approval of the components of compensation paid or allocated for the year ended December 31, 2020 to Mr. Albéric Chopelin in his capacity as member of the Management Board The Shareholders’ Meeting, under the conditions required by and the benefits of all kinds paid or allocated for the year Ordinary shareholders’ meetings as to quorum and majority, ended December 31, 2020 to Mr. Albéric Chopelin, member of having reviewed the report on corporate governance, the Management Board, in respect of his office, as set out in prepared in accordance with the provisions of Article the report on corporate governance of the Company’s 2020 L. 225‑37 of the French Commercial Code, approves the fixed, Universal Registration Document: variable and exceptional components of the compensation
Amounts in respect Components of compensation paid or allocated to Mr Albéric Chopelin as member of fiscal year 2020 of the Management Board for the financial year ended December 31, 2020 (in euros) Payable (2) Paid (3)
Alberic Chopelin – Director of Sales and Customer Accounts and Member of the Management Board
Fixed compensation (1) 233,333 200,003
Annual variable compensation (1) 0 0
Multi‑year variable compensation (1) - -
Exceptional compensation (1) 314,146 314,146 Compensation allocated to the member of the Management Board in respect of his or her term of office - -
Benefits in kind (4) 4,570 4,570 TOTAL 552,049 518,719
(1) It is noted that Mr. Albéric Chopelin left the Company on July 31, 2020. Gross before taxes. The 2019 compensation covers the period from April 15, 2019 (start date of Mr. Chopelin) to December 31, 2019. The 2020 compensation of an initial amount of €233,333 was reduced by 25% as of April 1, 2020 in view of the Covid‑19 crisis, as approved by the General Meeting on June 12, 2020. As a result, the amount paid totaled €200,003 and represented all of the fixed compensation due for 2020. The exceptional compensation represents the severance pay for Mr. Chopelin. (2) Compensation granted for the fiscal year, irrespective of the payment date. (3) Compensation paid throughout the fiscal year. (4) Albéric Chopelin was provided with a company car.
15. Approval of the components of compensation paid or allocated for the year ended December 31, 2020 to Mr. Jean-Paul Bailly in his capacity as Chairman of the Supervisory Board The Shareholders’ Meeting, under the conditions required Chairman of the Supervisory Board, as set out in the report by Ordinary shareholders’ meetings as to quorum on corporate governance of the Company’s 2020 Universal and majority, having reviewed the report on corporate Registration Document. The amount of this compensation is governance, prepared in accordance with the provisions of €123,750. It is reminded the 2020 compensation of an initial Article L. 225‑37 of the French Commercial Code, approves amount of €165,000 was reduced by 25% proposed by Mr. the fixed, variable and exceptional components of the Jean-Paul Bailly, given the context of Covid‑19, as approved compensation and the benefits of all kinds paid or allocated by the General Meeting on June 12, 2020. for the year ended December 31, 2020 to Mr. Jean-Paul Bailly,
16th resolution 8 Approval of the information contained in the report on corporate governance and pertaining to the compensation of corporate officers (Article L. 225‑37‑3 I of the French Commercial Code)
Pursuant to the provisions of Article L. 22‑10‑9 of the French Commercial Code, the Board of Directors submits for approval to the Shareholders’ Meeting, within the report on corporate governance, the information mentioned in Article L. 225‑37‑3 of the French Commercial Code relating to the compensation of corporate officers. The information is described in the 2020 Universal Registration Document and in this Convening Notice. Consequently, you are being asked, in the 16th resolution, to approve, in light of this Board of Directors’ report relating to the, the information relating to the compensation of corporate officers.
16. Approval of the information contained in the report on corporate governance and pertaining to the compensation of corporate officers (Article L. 225-37-3 I of the French Commercial Code) The Shareholder’s meeting, under the conditions required the information pertaining to the compensation of the by Ordinary Shareholder’s meetings as to quorum corporate officers contained in the report on corporate and majority, having reviewed the report on corporate governance and mentioned in Article L. 225‑37‑3 of the governance, prepared in accordance with the provisions of French Commercial Code, as set out in the Company’s 2020 Article L. 225‑37 of the French Commercial Code, approves Universal Registration Document.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 129 Draft resolution and report of the Board of Directors 8
Gross amounts paid Members of the Supervisory Board in 2020 (1) (in euros)
Jean-Paul Bailly Annual compensation (attendance fees) 56,961 Other compensation 123,750 Patrick Sayer Annual compensation (attendance fees) 28,886 Other compensation - Pascal Bazin Annual compensation (attendance fees) 54,661 Other compensation - Sanford Miller Annual compensation (attendance fees) 28,799 Other compensation - Virginie Fauvel Annual compensation (attendance fees) 49,826 Other compensation - Petra Friedmann Annual compensation (attendance fees) 42,981 Other compensation - Philippe Audouin Annual compensation (attendance fees) 37,152 Other compensation - Eric Schaefer Annual compensation (attendance fees) 26,305 Other compensation - Kristin Neumann Annual compensation (attendance fees) 18,648 Other compensation - Amandine Ayrem Annual compensation (attendance fees) 7,367 Other compensation - Sophie Flak Annual compensation (attendance fees) 15,545
Other compensation - Martine Gerow Annual compensation (attendance fees) 28,422
Other compensation - Antonin Marcus Annual compensation (attendance fees) 16,937
Other compensation -
TOTAL 412,442 (1)
(1) The total gross annual compensation package of an initial amount of €550,000 was reduced by 25%, as proposed by the members of the Supervisory Board in view of the Covid‑19 crisis. This reduction was approved by the General Meeting on June 12, 2020. As a result, the total gross annual compensation package for 2020 amounted to €412,500. Payment will be made subject to approval by the General Meeting on June 30, 2021.
130 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Draft resolution and report of the Board of Directors 8
17th à 19th resolution Approval of the 2021 compensation policy of the Chairwoman and the members of the Management Board
In accordance with the provisions of Article L. 22‑10‑8 II of the French Commercial Code, the Board of Directors submits to the Shareholders’ Meeting the compensation policy to be granted to the Chairwoman and the members of the Management Board in relation to their office as members of the Management Board in respect of the 2021 fiscal year. The compensation policy describes all the components of fixed and variable compensation and explains the decision‑making process used to determine, adjust and implement the compensation. The compensation policy determined by the Board of Directors on the recommendation of the Compensation and Nominations Committee is described in the Board of Directors’ report on corporate governance pursuant to Article L. 225‑37 of the French Commercial Code. Moreover, the information regarding the 2021 compensation policy for the Management Board members is described in this Convening Notice. Pursuant to the provisions of Articles L. 225‑100 of the French Commercial Code, the payment of variable and exceptional compensation components granted to the Chairwoman and the members of the Management Board (other than the Chairwoman of the Management Board) for the fiscal year 2021 will be conditional on the approval by the Shareholders’ Meeting called in 2022 to approve the Company’s accounts for the fiscal year ended December 31, 2021. Therefore, in the 17th à 19th resolution, we propose that you approve the compensation policy of the Chairwoman and the members of the Management Board for the fiscal year 2021, in light of this Board of Directors’ report on corporate governance, prepared pursuant to Article L. 225‑37 of the French Commercial Code.
17. Approval of the compensation policy of the Chairwoman of the Management Board, Ms. Caroline Parot, for the year 2021 The Shareholders’ Meeting, under the conditions required by • gross fixed annual compensation in the amount of Ordinary shareholders’ meetings as to quorum and majority, €575,000 (prorata temporis); having reviewed the report on corporate governance, • annual variable compensation that cannot exceed prepared in accordance with the provisions of Article 157.3% of her annual fixed compensation. L. 225‑37 of the French Commercial Code, approves the compensation policy of the Chairwoman of the Management The annual compensation policy for the year 2021 also Board for the year 2021, as set out in the report on corporate includes benefits in kind. governance, made available to shareholders prior to this General Meeting and which provides in particular for:
18. Approval of the compensation policy of Mr. Fabrizio Ruggiero as member of the Management Board for the year 2021 The Shareholders’ Meeting, under the conditions required by available to shareholders prior to this General Meeting and Ordinary shareholders’ meetings as to quorum and majority, which provides in particular for: having reviewed the report on corporate governance, • gross fixed annual compensation in the amount of prepared in accordance with the provisions of Article €415,000 (prorata temporis); L. 225‑37 of the French Commercial Code, approves the compensation policy of Mr Fabrizio Ruggiero in his capacity • annual Variable Compensation that cannot exceed as member of the Management Board for the year 2021, 157.3% of his annual fixed compensation. as set out in the report on corporate governance, made The annual compensation policy for the year 2021 also includes benefits in kind. 8
19. Approval of the compensation policy of Mr. Oliver Baldassari as member of the Management Board for the year 2021 The Shareholders’ Meeting, under the conditions required by available to shareholders prior to this General Meeting and Ordinary shareholders’ meetings as to quorum and majority, which provides in particular for: having reviewed the report on corporate governance, • gross fixed annual compensation in the amount of prepared in accordance with the provisions of Article €330,000 (prorata temporis); L. 225‑37 of the French Commercial Code, approves the compensation policy of the Mr Olivier Baldassari in his • annual variable compensation that cannot exceed capacity as member of the Management Board for the year 157.3% of his annual fixed compensation. 2021, as set out in the report on corporate governance, made The annual compensation policy for the year 2021 also includes benefits in kind.
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 131 Draft resolution and report of the Board of Directors 8
20th and 21st resolution Approval of the compensation policy of members of the Supervisory Board
In accordance with the provisions of Article L. 22‑10‑8 of the French Commercial Code, the Board of Directors submits to the Shareholders’ Meeting the compensation policy to be granted to the members of the Supervisory Board in relation to their office as members of the Supervisory Board in respect of the 2021 fiscal year. The compensation policy describes all the components of fixed and variable compensation and explains the decision‑making process used to determine, adjust and implement the compensation. The compensation policy determined by the Board of Directors on the recommendation of the Compensation and Nominations Committee is described in the Board of Directors’ report on corporate governance pursuant to Article L. 225‑37 of the French Commercial Code. Moreover, the information regarding the 2021 compensation policy for Supervisory Board members is described in 2020 Universal Registration Document as well as in this Convening Notice. Pursuant to the provisions of Articles L. 225‑100 of the French Commercial Code, the payment of variable and exceptional compensation components granted to the members of the Supervisory Board for the fiscal year 2021 will be conditional on the approval by the Shareholders’ Meeting called in 2022 to approve the Company’s accounts for the fiscal year ended December 31, 2021. Therefore, in the 20th and 21th resolution, we propose that you approve the compensation policy of the members of the Supervisory Board (including the Chairman) for the fiscal year 2021, in light of this Board of Directors’ report on corporate governance, prepared pursuant to Article L. 225‑37 of the French Commercial Code.
20. Approval of the compensation policy of Mr. Jean-Paul Bailly in his capacity as Chairman of the Supervisory Board, for 2021 The Shareholders’ Meeting, under the conditions required by Board for the year 2021, as set out in the report on corporate Ordinary shareholders’ meetings as to quorum and majority, governance of the Company’s 2020 Universal Registration having reviewed the report on corporate governance, Document: prepared in accordance with the provisions of Article • gross fixed annual compensation in the amount of L. 225‑37 of the French Commercial Code, approves the €165,000 euros (prorata temporis). compensation policy of the Chairman of the Supervisory
21. Approval of the compensation policy of the members of the Supervisory Board, for 2021 The Shareholders’ Meeting, under the conditions required by (ii) variable compensation: Ordinary shareholders’ meetings as to quorum and majority, • according to the attendance in the meetings of the having reviewed the report on corporate governance, Supervisory Board: prepared in accordance with the provisions of Article L. 225‑37 of the French Commercial Code, approves the • €3,000 per member for their attendance in a compensation policy of the members of the Supervisory physical meeting and/or for a duration greater than Board for the year 2021, as set out in the report on corporate or equal to 3 hours, governance of the Company’s 2020 Universal Registration • €750 per member for their attendance in a meeting Document: by conference call and/or for a duration of less than 3 hours; (i) fixed compensation: • depending on attendance at Audit Committee meetings, • €30,000 for the Chairman of the Supervisory Board; Compensation and Nomination Committee meetings or • €15,000 for each of the other members. Strategic Committee meetings: €1,700 per Committee member with an additional 50% for the Chairman of the These sums must be paid prorata temporis to the effective Committee. duration of the functions held during the financial year (iii) up to an overall limit of €550,000.
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22nd and 23rd resolution Approval of the 2021 compensation policy of the Chief Executive Officer and Deputy Chief Executive Officer
In accordance with the provisions of Article L. 22‑10‑8 II of the French Commercial Code, the Board of Directors submits to the Shareholders’ Meeting the compensation policy to be granted to the Chief Executive Officer and Deputy Chief Executive Officer in relation to their office in respect of the 2021 fiscal year. The compensation policy describes all the components of fixed and variable compensation and explains the decision‑making process used to determine, adjust and implement the compensation. The compensation policy determined by the Board of Directors on the recommendation of the Compensation and Nominations Committee is described in the Board of Directors’ report on corporate governance pursuant to Article L. 225‑37 of the French Commercial Code. Moreover, the information regarding the 2021 compensation policy for the Chief Executive Officer and Deputy Chief Executive Officer is described in this Convening Notice. Pursuant to the provisions of Article L. 225‑100 of the French Commercial Code, the payment of variable and exceptional compensation components granted to the Chief Executive Officer and Deputy Chief Executive Officer for the fiscal year 2021 will be conditional on the approval by the Shareholders’ Meeting called in 2022 to approve the Company’s accounts for the fiscal year ended December 31, 2021. Therefore, in the 22nd and 23rd resolution, we propose that you approve the compensation policy of the Chief Executive Officer and Deputy Chief Executive Officer for the fiscal year 2021, in light of this Board of Directors’ report on corporate governance, prepared pursuant to Article L. 225‑37 of the French Commercial Code.
22. Approval of the compensation policy of Ms. Caroline Parot as Chief Executive Officer, for the year 2021 The Shareholders’ Meeting, under the conditions required by • gross fixed annual compensation in the amount of Ordinary shareholders’ meetings as to quorum and majority, €575,000 (prorata temporis); having reviewed the report on corporate governance, • annual variable compensation that cannot exceed prepared in accordance with the provisions of Article 157.3% of her annual fixed compensation. L. 225‑37 of the French Commercial Code, approves the compensation policy of the Chief Executive Officer for the The annual compensation policy for the year 2021 also year 2021, as set out in the report on corporate governance includes benefits in kind (company car, health and provident of the Company, made available to shareholders prior to insurance, annual health check and corporate officer this General Meeting and which provides in particular for: unemployment insurance).
23. Approval of the compensation policy of Mr. Fabrizio Ruggiero as Deputy Chief Executive Officer, for 2021 The Shareholders’ Meeting, under the conditions required • gross fixed annual compensation in the amount of by Ordinary shareholders’ meetings as to quorum €415,000 (prorata temporis); and majority, having reviewed the report on corporate • annual variable compensation that cannot exceed governance, prepared in accordance with the provisions 157.3% of their annual fixed compensation. of Article L. 225‑37 of the French Commercial Code, approves the compensation policy of the Deputy Chief The annual compensation policy for the year 2021 also Executive Officer for the year 2021, as set out in the report includes (i) benefits in kind (company car, annual health on corporate governance of the Company, made available check, foreign service allowance, company accommodation to shareholders prior to this General Meeting and which in Paris, additional accident and health insurance) and (ii) the provides in particular for: allocation of free shares (which may include, in his capacity as employee, the membership of a company savings plan). 8
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24th and 25th resolution Approval of the compensation policy of members of the Board of Directors
In accordance with the provisions of Article L. 22‑10‑8 of the French Commercial Code, the Board of Directors submits to the Shareholders’ Meeting the compensation policy to be granted to the members of the Board of Directors in relation to their office as members of the Board of Directors in respect of the 2021 fiscal year. The compensation policy describes all the components of fixed and variable compensation and explains the decision‑making process used to determine, adjust and implement the compensation. The compensation policy determined by the Board of Directors on the recommendation of the Compensation and Nominations Committee is described in the Board of Directors’ report on corporate governance pursuant to Article L. 225‑37 of the French Commercial Code. Moreover, the information regarding the 2021 compensation policy for the Board of Directors members is described in 2020 Universal Registration Document as well as in this Convening Notice. Pursuant to the provisions of Articles L. 225‑100 of the French Commercial Code, the payment of variable and exceptional compensation components granted to the members of the Board of Directors for the fiscal year 2021 will be conditional on the approval by the Shareholders’ Meeting called in 2022 to approve the Company’s accounts for the fiscal year ended December 31, 2021. Therefore, in the 24th and 25th resolution, we propose that you approve the compensation policy of the members of the Board of Directors for the fiscal year 2021, in light of this Board of Directors’ report on corporate governance, prepared pursuant to Article L. 225‑37 of the French Commercial Code.
24. Approval of the compensation policy of Mr. Alexandre de Juniac in his capacity as Chairman of the Board of Directors, for the year 2021 The Shareholders’ Meeting, under the conditions required of Directors. Note that the Chairman does not benefit by Ordinary shareholders’ meetings as to quorum from any free shares or options grant or any severance and majority, having reviewed the report on corporate pay; governance, prepared in accordance with the provisions of • the Chairman of the Board of Directors is provided with Article L. 225‑37 of the French Commercial Code, approves a company car; the compensation policy of the Chairman of the Board of Directors for the year 2021, as set out in the report on • this annual compensation does not include: corporate governance of the Company’s 2020 Universal • a grant of options or performance shares, Registration Document: • severance pay. • a fixed annual amount of €160,000, in addition to the fixed compensation for the role of Member of the Board
25. Approval of the compensation policy of the members of the Board of Directors for the year 2021 The Shareholders’ Meeting, under the conditions required representing employees. This results in a total gross annual by Ordinary shareholders’ meetings as to quorum amount of no more than €400,000, which may be distributed and majority, having reviewed the report on corporate as follows, it being specified that its distribution is at the governance, prepared in accordance with the provisions of discretion of the Board of Directors: Article L. 225‑37 of the French Commercial Code, approves • annual compensation allocated to all members of the the compensation policy of the members of the Board Board of Directors and composed of: of Directors for the year 2021, as set out in the report on corporate governance of the Company’s 2020 Universal • a fixed portion of €20,000, Registration Document. • a variable portion paid in consideration of their attendance in meetings of the Board of Directors It is specified that the total gross annual compensation of and its committees, up to an annual limit of €60,000, members of the Board of Directors, for a Board of Directors increased by 50% for the respective Chairs of the composed of eight (8) members (including the Chairman of Board’s committees or any other Committee created; the Board of Directors) may not exceed €560,000 (including the Chairman of the Board of Directors, the Chief Executive • an exceptional compensation may be granted by the Officer as a Member of the Board of Directors and a member Board of Directors for specific assignments or mandates of the Board of Directors representing employees). entrusted to them; This limit is prorated to the number of members for a Board • this annual compensation does not include: of seven (7) Directors, including the Chairman of the Board • company cars (except for the Chairman), of Directors, the Chief Executive Officer as a Member of the • a grant of options or performance shares, Board of Directors and a member of the Board of Directors • severance pay.
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26th resolution Authorization of a program allowing the Company to buy back its own shares
The Combined Shareholders’ Meeting of June 12, 2020, in its 16th resolution, authorized the Company to trade in its own shares for a period of 18 months, in accordance with Article L. 22‑10‑62 of the French Commercial Code and the directly applicable provisions of European commission regulation No. 2273‑2003 of December 22, 2003. Availing itself of that authorization, a liquidity agreement was established and resulted, in 2020, in the following movements: • the total number of shares bought was 3,607,135 shares bought back at an average price of €1.7356 per share, for a total cost of €6,260,568; • the total number of shares sold was 3,742,135 shares, at an average price of €1.8104 per share, for a total cost of €6,774,974.37. At December 31, 2020, 0 shares were held under this liquidity contract. The main characteristics of the share buyback program are described in Section “Share buy‑back agreement” of the 2020 Universal Registration Document. As the authorization to perform transactions on the Company’s shares granted to the Management Board by the Combined Shareholders’ Meeting of June 12, 2020 will expire on December 11, 2021, we are proposing, in the 26th resolution, that you authorize the Board of Directors to perform transactions on the Company’s shares at a maximum purchase price of €40 per share for a period of 18 months. This authorization would supersede the authorization granted by the Combined Shareholders’ Meeting of June 12, 2020, in its 16th resolution. The conditions for the new authorization would be as follows: • maximum purchase price: €40; • maximum number of shares that may be purchased: 10% of the share capital based on the share capital as at June 30, 2021; • maximum amount of funds intended for buying back shares of the Company: €75 million. This authorization would enable the Company to trade in its own shares, with a view to the following aims and objectives: (i) cancelling all or some of the shares so purchased, pursuant to an authorization granted to the Board of Directors by the Extraordinary Shareholders’ Meeting; (ii) market making for the Company’s shares under a liquidity contract signed with an independent investment service provider that complies with market practice admitted by the French financial markets authority; (iii) grant or sale of shares to employees or corporate officers of the Company and/or of the companies that are or will be affiliated to it, under the conditions determined by the applicable legal provisions, in particular with regard to exercising stock options, free shares grants or taking a stake in the Company’s expansion; (iv) any hedging transactions related to transactions carried out for the benefit of employees and corporate officers of the Company and/or of affiliated companies, as mentioned in (iii) above; (v) remit or exchange of shares for the exercise of rights attached to debt securities that entitle their holders, whatever the manner, to the grant of the Company’s shares; (vi) holding them, or subsequently delivering them in exchange for payment as part of potential external growth transactions; (vii) any other practice that may be allowed by law or by the French financial markets authority, or which may be in 8 the future, or any other objective in accordance with the law or regulations in force. For transactions carried out outside the above objectives, the Company would inform its shareholders by means of a press release. The number of shares purchased by the Company with a view to holding them and delivering them at a later date as payment or exchange as part of an external growth transaction (merger, demerger, or contribution of assets) would not be able to exceed 5% of the number of shares comprising its share capital. The purchase, disposal or transfer of the shares may be performed via any means, in one or several installments, including on the market or over‑the‑counter, and including via the purchase or disposal of blocks, public offers, via the use of financial derivatives, or warrants or equity securities granting entitlement to shares in the Company, or via the arrangement of option strategies, under the conditions provided for by the market authorities, and in compliance with the applicable regulations. Transactions to purchase, sell or transfer shares of the Company may be executed, at the times that the Management Board would deem appropriate, in compliance with legal and regulatory provisions in force. The Management Board may not, unless previously authorized by the Shareholders’ Meeting, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period.
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26. Authorization of a program allowing the Company to buy back its own shares The Shareholders’ Meeting, under the conditions required by be affiliated to it, under the conditions determined by the Ordinary shareholders’ meetings as to quorum and majority, applicable legal provisions, in particular with regard to having reviewed the report of the Board of Directors, in exercising stock options, granting free shares or taking accordance with the provisions of Article L. 22‑10‑62 of the a stake in the Company’s expansion; French Commercial Code, Articles 241‑1 et seq. of the general (iv) any hedging transactions related to transactions for regulations of the French financial markets authority the benefit of employees and corporate officers of the (Autorité des marchés financiers) and regulation (EU) No. Company and/or its affiliates as referred to in (iii) above; 596/2014 of April 16, 2014 on market abuse (“market abuse regulation”), delegated regulation (EU) No. 2016‑1052 of (v) remittance or exchange of shares for the exercise of March 8, 2016 supplementing the market abuse regulation rights attached to debt securities entitling their holders and market practices accepted by the French financial in any way whatsoever to the grant of the Company’s markets authority, hereby authorizes the Board of Directors, shares; with the option to sub‑delegate such authority under the (vi) holding or subsequently remitting them in exchange conditions provided for by law, to trade in the Company’s or as payment in the context of any external growth shares under the following conditions: operation; or (i) supersedes with immediate effect, for the non-used part, (vii) any other practice that may be allowed by law or the the authorization granted by the Combined Shareholders’ French financial markets authority, or which may be in Meeting of June 12, 2020, in its 16th resolution, to the the future, or any other objective in accordance with the Management Board to trade in the Company’s shares; law or regulations in force. (ii) authorizes the Board of Directors to trade in the For transactions carried out outside the above objectives, Company’s shares representing up to 10% of the share the Company shall inform its shareholders by means of a capital on the date of such purchases as calculated press release. pursuant to the applicable laws, specifying however that the maximum number of shares owned after those In accordance with Article L. 22‑10‑62 of the French purchases shall not exceed 10% of the share capital. Commercial Code, the number of shares acquired by the Company to be retained or subsequently remitted as The maximum price per share is fourty (40) euros (excluding payment or in exchange in the context of an external growth acquisition costs) and the total maximum number of shares operation may not exceed five percent (5%) of the number that may be acquired at ten percent (10%) of the number of shares comprising its share capital. of shares of the Company’s share capital as of June 30, 2021. The maximum total amount that the Company can This authorization has been granted for a duration of devote to the buy‑back of its own shares may not exceed eighteen (18) months effective from this Shareholders’ seventy‑five (75) million euros. However, it is specified that Meeting. in the event of operations on the capital, in particular by Transactions to purchase, sell or transfer shares of the incorporation of reserves and allocation of free shares, Company may be executed, at times that the Board of division or consolidation of shares, the number of shares Directors shall consider appropriate, in compliance with and the price indicated above will be adjusted accordingly. applicable legal and regulatory provisions. However, the These shares may be purchased, sold or transferred Board of Directors may not, unless authorized beforehand by any means, on one or more occasions, on the market by the Shareholders’ Meeting, make use of this delegation or over‑the‑counter, including by the acquisition or sale as from the filing by a third party of a preliminary tender of blocks, public offerings, through the use of derivative offer for the Company’s shares up until the end of the offer financial instruments or warrants or securities giving rights acceptance period. to shares of the Company, or through the implementation The Company, in accordance with applicable regulations, of options strategies under the conditions stipulated by must inform the French financial markets authority about market authorities and in compliance with the applicable the purchases, sales and transfers carried out and more regulations. generally, perform any formalities and make any declarations The Company may use this authorization for the following necessary. purposes and objectives: The Shareholders’ Meeting grants the Board of Directors (i) cancelling all or some of the shares so purchased, full authority, with the option to sub‑delegate such pursuant to an authorization granted to the Board of authority as set out under Article L. 22‑10‑62 of the French Directors by the Extraordinary Shareholders’ Meeting; Commercial Code, to implement this authorization and to set out the modalities, amongst others, for adjusting the (ii) market making for the Company’s shares under a liquidity above – mentioned purchase price in case of transactions contract signed with an independent investment service that impact shareholders’ equity, share capital or the par provider that complies with market practice admitted by value of the shares, to place all market orders, enter into the French financial markets authority; all agreements, make all declarations and perform all (iii) grant or sale of shares to employees or corporate officers formalities and generally do all that is necessary. of the Company and/or of the companies that are or will
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Resolution falling under the authority of the Extraordinary General Meeting
27th resolution Delegation of authority to the Board of Directors to increase the share capital through the incorporation of reserves, profits or issue, merger or contribution premium
We propose, under the terms of the 27th resolution, under identical conditions to those granted by the Combined Annual Shareholders’ Meeting of June 12, 2020 in its 17th resolution, that you delegate our authority granted to the Board of Directors for a period of 26 months for the purpose of deciding to increase the Company’s share capital, in one or more transactions in the proportions and at the times it sees fit, via the incorporation of all or some of the reserves, profits, issue premiums, or merger or contribution premiums into the share capital via the issue and grant of bonus shares, an increase in the par value of the shares, or by combining these two means. The limit on the nominal amount of the issues under the terms of this delegation of authority would be €500 million, which is identical to the delegation of authority granted by the Combined Annual Shareholders’ Meeting of June 12, 2020, on the understanding that this amount would be separate and independent from the overall nominal amount of 50% of the share capital provided for in the 35th resolution. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. No amount was used under the terms of the previous delegation of authority authorized by the Combined Annual Shareholders’ Meeting of June 12, 2020. The new delegation of authority that is being proposed to you would invalidate the authorization granted under the terms of the 17th resolution voted by the Combined Annual Shareholders’ Meeting of June 12, 2020.
27. Delegation of authority to the Board of Directors to increase the share capital through the incorporation of reserves, profits or issue, merger or contribution premiums The Shareholders’ Meeting, under the conditions required by 3) in case of the Board of Directors uses this delegation, Ordinary shareholders’ meetings as to quorum and majority, decides, in accordance with the Articles L. 225‑130 having reviewed the report of the Board of Directors, and L. 22‑10‑50 of the French Commercial Code, that in accordance with Articles L. 225‑129, L. 225‑129‑2 and in the event of an increase of capital in the form of a L. 225‑130 of the French Commercial Code: free allocation of shares, fractional rights will not be negotiable or transferable, and the corresponding equity 1) delegates authority to the Board of Directors, with securities will be sold; the sums from the sale will be the option to sub‑delegate such authority under the allocated to the rights holders within the delay provided conditions provided for by law, to increase the share by the regulations; capital in one or more transactions, in the proportions and on the dates determined by it, by capitalizing all or 4) grants the Board of Directors all powers, within the part of reserves, profits or share, merger or contribution aforementioned limits and with the option to sub‑delegate premiums that may be capitalized in accordance with such authority under the conditions provided for by the law and are statutorily admitted, by the issuance of law, for the purpose of implementing this authorization new shares or grant of free shares or by raising the par and generally, to take all measures and carry out all value of the existing shares or by combining these two formalities required for the successful completion of means; each capital increase, record its completion and make 8 the amendment to the bylaws; 2) decides that the maximum nominal amount of the issuance that may be decided by the Board of Directors 5) decides that this delegation, which supersedes with pursuant to this delegation shall be five hundred (500) effect from this day the authorization granted by the million euros, this limit being separate and independent 17th resolution approved by the Combined Shareholders’ from the overall limit set by the 35th resolution, an Meeting of June 12, 2020, is valid for a period of twenty‑six amount to which shall be added, where necessary, the (26) months from the date of this Shareholders’ Meeting; nominal amount for the Company’s shares to be issued 6) decides that the Board of Directors may not, unless prior in connection with the adjustments made to preserve authorization is granted by the Shareholders’ Meeting, the rights of holders of securities that grant entitlement use this delegation as from the filing by a third party of to equity pursuant to the laws or regulations and, where a preliminary tender offer for the Company’s shares up necessary, to contractual provisions providing for other until the end of the offer acceptance period. cases of adjustments;
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28th à 34th resolutions Financial delegations to be granted to the Board of Directors with or without preferential subscription rights
It is proposed that the Shareholders’ Meeting renew or approve some financial delegations in order to maintain the flexibility currently enjoyed by the Board of Directors to carry out issuances based on conditions related to the market and the Company’s development, thereby allowing it, at the appropriate time, to avail itself of the various opportunities to issue different securities. By virtue of such delegations of authority and authorizations, the Board of Directors could thus decide to issue the Company’s shares and/or securities giving rights immediately and or in the future to the Company’s share capital, namely the Company’s investment shares giving rights to other equity securities in existence or to be issued by the Company and/or conferring the right to the grant of debt securities. Details on how the Management Board used the delegated authorizations are provided in Chapter 6 “Information on the Company and its capital”, Section “Table of currently valid delegations on the date of the 2020 Universal Registration Document, concerning increases in share capital and utilization as at December 31, 2020” of the 2020 Universal Registration Document, and in this Convening Notice. Notwithstanding the Board of Directors’ policy of preferring to resort to capital increases with maintenance of shareholders’ preferential subscription rights, it cannot be excluded that in some circumstances it might be more appropriate and in shareholders’ interests to provide for the possibility of increasing share capital without preferential subscription rights. The resolutions on which you are called upon to vote thus provide for the possibility for the Board of Directors to issue: • either, with the maintenance of the preferential subscription right pursuant to the 28th resolution (issue of shares or securities with the maintenance of shareholders’ preferential subscription rights) and 32nd (issue of additional shares or securities in accordance with the 28th resolution) resolutions; • or, with the cancellation of the preferential subscription right pursuant to the: • 29th: issue of shares or securities as part of a public offering or as part of a public offer involving an exchange component, • 30th and 31th: issue of shares or securities as part of a private placement, • 32nd: issue of additional shares or securities pursuant to the 29th, 30th and 31st resolution, • 33rd: issue of shares as consideration for contributions in kind, • 34th: issue of shares reserved as part on an equity line transaction. We would like to point out that the issue of securities giving rights to share capital would amount to a waiver by shareholders to the preferential right to subscribe the ordinary shares to which these securities would provide entitlement. We would also like to specify that the Board of Directors would not be authorized to use said delegations, except with the prior authorization of the Shareholders’ Meeting as from the submission by a third party of a public offer for the Company’s shares until the end of the offer acceptance period. In order to pursue its growth strategy, and to have the appropriate resources for the development of its assets, the Board of Directors is proposing resolutions which purpose is to grant it delegations of authority enabling it to issue investment shares provided for by the applicable regulations.
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28th resolution Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving rights to the grant of debt securities and/or to issue other securities giving rights to future shares, maintaining preferential subscription rights
We propose, pursuant to the 28th resolution, that you make a decision on the renewal of the authority delegated to the Board of Directors, with a view to increasing the Company’s share capital by way of issue, while maintaining preferential subscription rights, of ordinary shares and/or equity securities giving rights to other equity securities of the Company or to the grant of debt securities and/or to any other securities giving rights to equity securities to be issued. The subscription of such shares and/or equity securities and/or securities may be in cash or by way of offset against due and payable debts; it being specified that the issue of all investment shares or securities giving rights to preference shares would be excluded. The proposed maximum nominal amount of capital increases that may be completed pursuant to this delegation of authority could not exceed an amount representing more than fifty per cent (50%) of the Company’s share capital as at the date of the Shareholders’ Meeting, it being specified that this amount does not take into account adjustments that may be made to preserve the rights of holders of securities or other rights that grant entitlement to the shares of the Company pursuant to statutory and regulatory provisions and, where applicable, to such contractual provisions that provide for other cases of adjustment. The nominal amount of any share capital increase completed under this delegated authority would be deducted from the overall limit of 50% of the share capital defined by the 35th resolution. The maximum nominal amount of the securities that may be issued pursuant to this delegation of authority would be €750 million, which is identical to the amount authorized by the Combined Shareholders’ Meeting of June 12, 2020. Shareholders, proportionally to the amount of their shares, would have a preferential right to subscribe the shares and securities that would thus be issued pursuant to the delegated authority, which will be detachable and negotiable over the entire subscription period. The Board of Directors would also have the option to introduce for the benefit of shareholders a right to subscribe shares in reducible amounts for the purpose of allowing shareholders to subscribe a number of shares higher than the one they can subscribe in irreducible amounts, where the subscription in irreducible amounts has not covered the entire issue. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. No amount was used under the terms of the previous delegation of authority granted by the Combined Shareholders’ Meeting of June 12, 2020 in its 18th resolution. This delegation of authority would be granted for a period of 26 months as of the Shareholders’ Meeting and would supersede the authorization granted by the 18th resolution voted by the Combined Shareholders’ Meeting of June 12, 2020.
28. Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving rights to the grant of debt securities and/or to issue other securities giving rights to future shares of the Company, maintaining preferential subscription rights The Shareholders’ Meeting, under the conditions required cash or by way of offset against due and payable debts, by Extraordinary shareholders’ meetings as to quorum specifying that the issue of all securities that confer a and majority, having reviewed the report of the Board of right, immediately or eventually, to preferred shares is 8 Directors and the Statutory Auditors’ special report and excluded from this delegation; noted that the share capital has been paid up in full, and 2) decides that the maximum nominal amount of the in accordance with the provisions of Articles L. 225-129 et capital increases that may be executed immediately seq. of the French Commercial Code, in particular Articles or in the future pursuant to this delegation of authority L. 225‑129‑2, L. 225‑132 and L. 228‑92 of said Code: may not exceed an amount representing more than fifty 1) delegates authority to the Board of Directors, with per cent (50%) of the Company’s share capital as at the the option to sub – delegate such authority under the date of this Shareholders’ Meeting, specifying that this conditions provided for by law, to increase the share amount does not take into account the adjustments capital in one or more transactions, in the proportions and likely to be made to preserve the rights of holders of on the dates determined by it, by issuing, both in France securities or other rights that grant entitlement to and abroad, in euros or in foreign currencies, maintaining equity pursuant to the laws or regulations and, where preferential subscription rights, shares and/or equity necessary, to contractual provisions providing for other securities giving entitlement to equity securities or giving cases of adjustment; the nominal amount of any capital entitlement to the grant of debt securities and/or any increase made pursuant to this delegated authority shall other securities, giving rights, immediately or eventually, be applied against the limit set by the 35th resolution of at any time or on a specified date, to the Company’s this Shareholders’ Meeting; future shares, by means of subscription that may be in
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3) decides that the maximum nominal amount of issues • confers on the Board of Directors the option to grant of equity – linked debt securities that may be issued shareholders the right to subscribe for a number pursuant to this delegation may not exceed the nominal of shares in excess of the one they may subscribe amount of seven hundred fifty (750) million euros, or the for in irreducible amounts, proportionally to their equivalent value of this amount if they are issued in foreign subscription rights and, in any event, up to the limit currencies or units of account calculated by reference to of the number they request; several currencies, to be appraised as of the date of the • decides that, where subscriptions are in irreducible issuance decision; specifying that the nominal amount amounts, and if applicable, excess subscriptions do of the issues of equity‑linked debt securities that may not account for the entire issue, the Board of Directors be issued pursuant to this delegated authority shall be may, as it sees fit, and subject to the conditions set applied against the limit set by the 35th resolution of this out by law, use the options provided for in Article Shareholders’ Meeting; L. 225‑134 of the French Commercial Code, namely: 4) decides that the Board of Directors may not, unless • limit the amount of the issue concerned to the authorized beforehand by the Shareholders’ Meeting, amount of subscriptions on condition that these make use of this delegation as from the filing by a third reach at least three – quarters of the issue initially party of a preliminary tender offer for the Company’s decided, shares up until the end of the offer acceptance period; • freely allot all or part of the unsubscribed 5) decides that this authority, which supersedes with securities to the persons of its choice, effect from this day the authorization granted by the • publicly trade all or part of the unsubscribed 18th resolution approved by the Combined Shareholders’ shares, on the French or international market; Meeting of June 12, 2020, is valid for a period of twenty‑six • notes and decides, as and when necessary, that this (26) months from the date of this Shareholders’ Meeting; authority will automatically involve, to the benefit 6) in the event that the Board of Directors uses the authority of holders of securities giving access to the share hereby delegated to it: capital, express waiver by shareholders of their preferential subscription right to shares to which the • decides that the shareholders will be able to, subject issued securities shall provide entitlement. to the conditions provided by law, exercise their subscription right to securities issued in irreducible amounts;
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29th resolution Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving right to the grant of debt securities and/or to issue other securities giving rights to future shares, with waiver of preferential subscription rights and public offering, other than those referred to in Article L. 411-2 1° of the French Monetary and Financial Code, or as part of a public offer involving an exchange component
We propose, pursuant to the 29th resolution, that you delegate your authority to the Board of Directors, for the purpose of increasing the share capital via public offers, other than those referred to in Article L. 411‑2 1° of the French Monetary and Financial Code, and on one or more occasions, in the proportion and at the times that it will consider appropriate, via the issue of shares and/or equity securities without preferential subscription rights granting access to other Company equity securities or giving the right to the grant of debt securities and/or issue other securities giving access to the Company’s future equity securities. The shares or equity securities may be subscribed for in cash, by way of offset against due and payable debts or by contributing to the Company securities which meet the terms set forth under Article L. 225‑148 of the French Commercial Code, as part of a public offer including an exchange component initiated by the Company. The preferential subscription right attached to shares and securities issued by virtue of the delegated authority would be canceled and the Board of Directors could grant shareholders a priority right to subscribe, with the priority right to subscribe not giving rise to the creation of negotiable rights, but offering the possibility of being exercised for both irreducible and reducible amounts. The cancellation of shareholders’ preferential subscription rights generally makes it possible for the Board of Directors to have greater flexibility to seize market opportunities. The maximum nominal amount of the capital increases that can be carried out pursuant to this delegation could not exceed an amount representing more than ten per cent (10%) of the Company’s share capital, as at the date of the Shareholders’ Meeting, it being specified that this amount does not take into account the adjustments that may be made to preserve the rights of holders of securities or other rights that grant entitlement to share capital pursuant to the laws and regulations and, where applicable, to such contractual provisions that provide for other cases of adjustment. This nominal amount would be deducted from the overall limit provided for by the 35th resolution. The maximum nominal amount of issues of debt securities that can be carried out by virtue of this delegated authority would be €750 million, identical to the amount authorized by the Combined Shareholders’ Meeting of June 12, 2020, it being specified that this amount shall be applied against the limit set by the 35th resolution. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. No amount was used under the terms of the previous delegation of authority granted by the Combined Shareholders’ Meeting of June 12, 2020 in its 19th resolution. This delegation would be granted for a period of 26 months as of the Shareholders’ Meeting and would supersede the authorization granted by the 19th resolution voted by the Combined Shareholders’ Meeting June 12, 2020.
29. Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving right to the grant of debt securities and/ or to issue other securities giving rights to future shares, with waiver of preferential subscription rights and public offering, other than those referred to in Article L. 411‑2 1° of the French Monetary and Financial Code, or as part of a public offer involving an exchange component 8 The Shareholders’ Meeting, under the conditions required preferential subscription rights for shareholders, by by Extraordinary shareholders’ meetings as to quorum issuing: and majority, having reviewed the report of the Board of a) in respect of shares and/or equity securities giving Directors and the Statutory Auditors’ special report and rights to other equity securities or giving rights to noted that the share capital has been paid up in full, in the grant of the Company’s debt securities and/or accordance with the provisions of Articles L. 225‑129 et securities, giving rights, immediately or eventually, at seq. of the French Commercial Code, in particular Articles any time or on a specified date, to the Company’s L. 225‑129‑2, L. 225‑135, L. 225‑136 and L. 225‑148 of said Code, future equity securities; as well as with the provisions of Article L. 228‑91 et seq. of that Code: b) in respect of shares and/or equity securities giving rights to other equity securities or giving rights to the 1) delegates authority to the Board of Directors, with grant of the Company’s debt securities and/or any the option to sub – delegate such authority under the other securities giving rights to the Company’s future conditions provided for by law, to increase the share equity securities following the issue, by companies of capital, by offer to the public (other than those referred to which the Company directly or indirectly owns more in Article L. 411‑2 1° of the French Monetary and Financial than half of the share capital, of all equity securities Code), in one or more transactions, in the proportions or all securities giving rights to the Company’s future and on the dates determined by it, both in France and equity securities; abroad, in euro or in foreign currencies, with waiver of
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c) in respect of shares and/or equity securities and/or 6) decides to cancel shareholders’ preferential subscription other equity securities held by the Company giving rights to shares, capital securities and other securities rights to future shares of a company of which it issued pursuant to this delegation of authority, specifying directly or indirectly owns more than half of the share that the Board of Directors may offer shareholders capital; priority subscription for all or part of the issue, for a period and on terms it shall set in compliance with the d) by the Company, of equity securities giving rights to provisions of Articles L. 225‑135 and R. 225‑131 of the other equity securities or giving rights to the grant of French Commercial Code, with such priority right not the debt securities of another company of which the giving rise to negotiable rights, but with the possibility Company does not directly or indirectly own more of being exercised for both irreducible and reducible than half of the share capital; amounts; shares and securities may be subscribed for in cash, 7) notes that should this delegation of authority be used, the by way of offset against due and payable debts or by decision to issue securities that give access to the share contributing to the Company securities which meet capital will automatically entail, to the benefit of holders the terms set forth under Article L. 225-148 of the of such securities, an express waiver by shareholders of French Commercial Code as part of a public offer their preferential subscription rights to shares to which comprising an exchange component initiated by such securities shall give entitlement; the Company; specifying that the issuance of any securities that confer, immediately or eventually, a right 8) decides that the amount of the consideration to be paid to preferred shares is excluded from this delegation; and/or that shall subsequently be paid to the Company for each of the shares issued or to be issued pursuant 2) decides that the maximum nominal amount of the capital to this delegation of authority will be at least equal to increases that may be executed immediately or in the the weighted average Company’s share price quoted future pursuant to this delegation of authority may not over the last three (3) trading sessions on the regulated exceed an amount representing more than ten per cent market Euronext Paris preceding the beginning of the (10%) of the Company’s share capital as at the date of public offer as defined by regulation (UE) no. 2017‑1129 this Shareholders’ Meeting, specifying that this amount of June 14, 2017, which may be reduced by a discount does not take into account the adjustments likely to be of at most 5%. The average will be adjusted, where made to preserve the rights of holders of securities or applicable, in case of difference in the dates of dividend other rights that grant entitlement to equity pursuant rights. The issue price of the securities giving access to to the laws or regulations and, where necessary, to the share capital will be such that the amount received applicable contractual provisions providing for other immediately by the Company, plus any amount likely to cases of adjustment; the nominal amount of any capital be received subsequently by it, would, for each share increase made pursuant to this delegation shall be issued as a consequence of the issuance of such other applied against the limit set by the 35th resolution of this securities, be at least equal to the issue price defined Shareholders’ Meeting; above; 3) decides that the maximum nominal amount of issues 9) decides that, where subscriptions are in irreducible of equity – linked debt securities that may be issued amounts, and if applicable, excess subscriptions do not pursuant to this delegation of authority may not exceed account for the entire issue, the Board of Directors may, the nominal amount of seven hundred fifty (750) million as it sees fit, and subject to the conditions set out by law, euros, or the equivalent value of this amount if they are use the options provided for in Article L. 225-134 of the issued in foreign currencies or units of account calculated French Commercial Code, namely: by reference to several currencies; • limit the amount of the issue concerned to the amount the nominal amount of the issues of equity – linked debt of subscriptions on condition that these reach at securities that may be issued pursuant to this delegated least three quarters of the issue initially decided; authority shall be applied against the limit set by the 35th resolution of this Shareholders’ Meeting; • freely allot all or part of the unsubscribed securities to the persons of its choice; 4) decides that the Board of Directors may not, unless authorized beforehand by the Shareholders’ Meeting, • publicly trade all or part of the unsubscribed shares, make use of this delegation as from the filing by a third on the French or international market; party of a preliminary tender offer for the Company’s 10) expressly authorizes the Board of Directors to use this shares up until the end of the offer acceptance period; delegated authority, wholly or in part, to remunerate 5) decides that this delegation of authority, which securities contributed to the Company in connection supersedes with effect from this day the authorization with a public offer comprising an exchange component granted by the 19th resolution approved by the Combined initiated by the Company on securities issued by any Shareholders’ Meeting of June 12, 2020, is valid for a company that meets the conditions set under Article period of twenty‑six (26) months from the date of this L. 225‑148 of the French Commercial Code as set forth Shareholders’ Meeting; in this resolution (except for the constraints relating to the issue price set in paragraph 8 above).
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30th resolution Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving right to the grant of debt securities and securities giving rights to future shares, with waiver of preferential subscription rights as part of a public offer referred to in Article L. 411‑2 1° of the French Monetary and Financial Code
We propose, pursuant to the 30th resolution, that you delegate our authority to the Board of Directors for the purpose of increasing the share capital as part of a public offer referred to in Article L. 411‑2 1° of the French Monetary and Financial Code (an offer known as a “private placement”, with no preferential subscription rights, via the issue of ordinary shares and/or equity securities granting access to other Company securities or giving the right to the grant of debt securities and issue other securities giving rights to equity securities to be issued). These shares or securities may be subscribed for in cash, by way of offset against due and payable debts, it being specified that the issue of any shares or securities giving access to preferred shares would be excluded. The maximum nominal amount of the share capital increases that may be completed, immediately or eventually, pursuant to this delegation may not exceed an amount representing more than ten per cent (10%) of the Company’s share capital, as at the date of the Shareholders’ Meeting, it being specified that this amount does not take into account adjustments that may be made to preserve the rights of holders of securities or other rights that grant entitlement to share capital pursuant to the laws and regulations and, where applicable, to such contractual provisions that provide for other cases of adjustment. The nominal amount of any capital increase performed pursuant to this delegation of authority would be deducted from the overall limit provided for by the 35th resolution. This authorization would give the Board of Directors the option of gathering the financial resources required for the Group’s development quickly and in a flexible manner, via private placement, where applicable. The maximum nominal amount of the equity securities representing receivables giving access to equity that may be issued pursuant to this delegation of authority would be €750 million, which is identical to the amount authorized by the Combined Shareholders’ Meeting of June 12, 2020, on the understanding that this amount shall be applied, overall against the limit set in the 35th resolution. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. No amount was used under the terms of the previous delegation of authority granted by the Combined Annual Shareholders’ Meeting of June 12, 2020 in its 20th resolution. This delegation of authority would be granted for a period of 26 months as of the Shareholders’ Meeting and would supersede the authorization granted by the 20th resolution voted by the Combined Annual Shareholders’ Meeting of June 12, 2020.
30. Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving right to the grant of debt securities and securities giving rights to future shares, with waiver of preferential subscription rights as part of a public offer referred to in Article L. 411‑2 1° of the French Monetary and Financial Code The Shareholders’ Meeting, under the conditions required a) of shares and/or equity securities giving rights to by Extraordinary shareholders’ meetings as to quorum and other equity securities or giving rights to the grant majority, having reviewed the report of the Board of Directors of the Company’s debt securities and/or any other 8 and the Statutory Auditors’ special report and noted that securities giving rights to the Company’s future the share capital has been paid up in full, in accordance equity securities; with the provisions of Articles L. 225‑129 et seq. of the b) of shares and/or equity securities giving rights to French Commercial Code, in particular Articles L. 225‑129‑2, other equity securities or giving rights to the grant L. 225‑135, L. 225‑136, as well as with the provisions of Article of the Company’s debt securities and/or any other L. 228‑91 et seq. of the same Code: securities giving rights to the Company’s future 1) delegates to the Board of Directors, with the option to equity securities following the issue, by companies of sub – delegate such authority under the conditions which the Company directly or indirectly owns more provided for by law, the authority to increase the share than half of the share capital, of all equity securities capital, as part of a public offer referred to in Article or all securities giving rights to the Company’s future L. 411‑2 1° of the French Monetary and Financial Code equity securities; in one or more transactions, in the proportions and on c) of shares and/or equity securities and/or other the dates determined by it, by issuing, both in France securities held by the Company giving rights to future and abroad, in euros or in foreign currencies, with waiver shares of a company of which it directly or indirectly of preferential subscription rights for shareholders by owns more than half of the share capital; issuance:
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d) by the Company, of securities giving rights to other 4) decides that the Board of Directors may not, unless equity securities or giving rights to the grant of the authorized beforehand by the Shareholders’ Meeting, debt securities of another company of which the make use of this delegation as from the filing by a third Company does not directly or indirectly own more party of a preliminary tender offer for the Company’s than half of the share capital; shares and securities shares up until the end of the offer acceptance period; may be subscribed for in cash, by way of offset 5) decides that this authority, which supersedes, with against due and payable debts; specifying that the effect from this day, the authorization granted by the issue of all securities that confer a right immediately 20th resolution approved by the Combined Shareholders’ or in the future to preferred shares is excluded of this Meeting of June 12, 2020 is valid for a period of twenty‑six delegated authority; (26) months from the date of this Shareholders’ Meeting; 2) decides that the maximum amount of the capital 6) decides to cancel the shareholders’ preferential increases that may be executed immediately or in the subscription rights to shares, capital securities and other future pursuant to this delegation of authority may not securities issued pursuant to this delegation of authority; exceed an amount representing more than ten per cent (10%) of the Company’s share capital as at the date of 7) notes that should this authority be used, the decision this Shareholders’ Meeting, specifying that this amount to issue securities that give access to the share capital does not take into account the adjustments likely to be will automatically entail, to the benefit of holders of such made to preserve the rights of holders of securities or securities, an express waiver by shareholders of their other rights that grant entitlement to equity pursuant preferential subscription rights to shares to which such to the laws or regulations and, where necessary, to securities shall give entitlement; applicable contractual provisions providing for other 8) decides that the amount of the consideration to be paid cases of adjustment; the nominal amount of any capital and/or that shall subsequently be paid to the Company increase made pursuant to this delegation shall be for each of the shares issued or to be issued pursuant applied against the limit set by the 35th resolution of this to this delegation of authority will be at least equal to Shareholders’ Meeting; the weighted average Company’s share price quoted 3) decides that the maximum nominal amount of issues over the last three (3) trading sessions on the regulated of equity – linked debt securities that may be issued market Euronext Paris preceding the beginning of the pursuant to this delegation of authority may not exceed public offer as defined by regulation (UE) no. 2017‑1129 the nominal amount of seven hundred fifty (750) million of June 14, 2017, which may be reduced by a discount euros, or the equivalent value of this amount if they are of at most 5%. The average will be adjusted, where issued in foreign currencies or units of account calculated applicable, in case of difference in the dates of dividend by reference to several currencies; the nominal amount rights. The issue price of the securities giving access to of the issues of equity‑linked debt securities that may the share capital will be such that the amount received be issued pursuant to this delegated authority shall be immediately by the Company, plus any amount likely to applied against the limit set by the 35th resolution of this be received subsequently by it, would, for each share Shareholders’ Meeting; issued as a consequence of the issuance of such other securities, be at least equal to the issue price defined above.
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31st resolution Authorization to the Board of Directors, in the event of issuance of shares and/or equity securities giving rights to other equity securities of the Company or giving rights to the grant of debt securities and/or other securities giving rights to future shares, without preferential subscription rights, through an offer to the public or through a private placement to set the issue price subject to a limit of 10% of the share capital per year
In the case of each issue decided under the terms of the delegations of authority granted in the 29th and 30th resolutions, and up to a limit of 10% of the Company’s share capital, as at the date of the Shareholders’ Meeting, we propose, pursuant to the 31st resolution, that you authorize the Board of Directors, for a period of 26 months, to override the terms for determining the price provided for by the aforementioned resolutions, and to set the issue price of shares and/or equity securities giving rights to other equity securities or granting the right to the grant of debt securities and/or any other equity securities giving rights to Company equity securities to be issued on the basis of the closing price for the Company’s shares on the Euronext Paris regulated market on the last trading session prior to determining that price, which may be reduced by a discount of at most 5%. The issue price of the securities giving access immediately or subsequently to share capital would be such that the amount received immediately by the Company plus, where applicable, any amount to be received subsequently by the Company would, for each share issued as a consequence of the issue of such securities, be at least equal to the amount referred to above. The total nominal amount of the increase in the Company’s capital resulting from the issue pursuant to this delegation shall be applied to the limit set in the 35th resolution. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. This delegation of authority would be granted for a period of 26 months as of the Shareholders’ Meeting and would supersede the authorization granted by the 21th resolution voted by the Combined Annual Shareholders’ Meeting of June 12, 2021.
31. Authorization to the Board of Directors, in the event of issuance of shares and/or equity securities giving rights to other equity securities of the Company or giving rights to the grant of debt securities and/or other securities giving rights to future shares, without preferential subscription rights, through an offer to the public or through a private placement to set the issue price subject to a limit of 10% of the share capital per year The Shareholders’ Meeting, under the conditions required will be such that the amount immediately received by Extraordinary shareholders’ meetings as to quorum and by the Company plus any amount to be received majority, having reviewed the report of the Board of Directors subsequently by the Company would, for each share and the Statutory Auditors’ special report in accordance issued as a consequence of the issuance of such with the provisions of paragraph 1 of Article L. 225‑136 of the securities, be at least equal to the amount referred French Commercial Code: to in paragraph a) above; 1) authorizes the Board of Directors, with the option to sub 2) decides that the total nominal amount of the increase in – delegate such authority under the conditions provided the Company’s share capital resulting from an issuance for by law, for each of the issues decided under the carried out pursuant to this delegation of authority shall delegated authority granted in the preceding 29th and be applied to the limit set in the 35th resolution of this 30th resolutions and subject to a limit of ten per cent Shareholders’ Meeting; (10%) of the Company’s share capital, as at the date 3) decides that this delegation, which supersedes, with of this Shareholders’ Meeting, in any twelve (12) month effect from this day, the authorization granted by the 8 period, to depart from the pricing conditions provided for 21th resolution approved by the Combined Shareholders’ by the above – mentioned resolutions and to set the issue Meeting of June 12, 2020, is valid for a period of twenty‑six price for shares and/or equity securities giving rights to (26) months from the date of this Shareholders’ Meeting; other equity securities or giving rights to the grant of debt securities and/or any other securities giving rights 4) decides that the Board of Directors may not, unless to the Company’s future equity securities, according to authorized beforehand by the Shareholders’ Meeting, the following terms: make use of this delegation as from the filing by a third party of a preliminary tender offer for the Company’s a) the issue price of the shares will be at least equal to shares up until the end of the offer acceptance period. the Company’s closing share price on the Euronext Paris regulated market in the last trading session The Board of Directors may, within the limits it shall have set prior to the issue price being set, which may be beforehand, delegate to its Chief Executive Officer under reduced by a maximum discount of five per cent (5%); the conditions provided for by law and the by‑laws, the authority conferred on it in this resolution. b) the issue price of the securities giving access immediately or subsequently to the share capital
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32nd resolution Authorization to the Board of Directors to increase the number of shares and/or equity securities giving rights to other equity securities of the Company or to the grant of debt securities and/or securities giving rights to future shares, to be issued in the event of a capital increase with or without preferential subscription rights for shareholders
We propose, pursuant to the 32nd resolution, that you authorize the Board of Directors to increase the number of shares and/or equity securities to be issued giving rights to other Company equity securities or giving the right to the grant of debt securities and/or any other equity securities giving rights to equity securities, to be issued in case of a capital increase by the Company, with or without preferential subscription rights, within the timeframes and limits provided for by the regulations in force on the date of the issue. This option would enable an additional issue of securities amounting to a maximum of 15% of the initial issue (this option is known as the “over‑allotment option”) to be performed within 30 days of the close of the subscription period. The additional issue of securities would be applied to the nominal threshold of share capital increase set by each of the resolutions pursuant to which the initial issuance was decided, i.e. 50% of the share capital for the 28th resolution and 10% of the share capital for the 29th and 30th resolutions of the Shareholders’ Meeting. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. This delegation of authority would be granted for a period of 26 months as of the Shareholders’ Meeting and would supersede the authorization granted by the 22th resolution voted by the Combined Shareholders’ Meeting of June 12, 2020.
32. Authorization to the Board of Directors to increase the number of shares and/or equity securities giving rights to other equity securities of the Company or to the grant of debt securities and/or securities giving rights to future shares, to be issued in the event of a capital increase with or without preferential subscription rights for shareholders The Shareholders’ Meeting, under the conditions required (30) days of the closing of subscription and within the by Extraordinary shareholders’ meetings as to quorum and limit of fifteen per cent (15%) of the initial issue) and at the majority, having reviewed the report of the Board of Directors same price as the one set for the initial issue; and the Statutory Auditors’ special report in accordance 2) decides that the nominal amount of any capital increase with the provisions of Articles L. 225‑135‑1 and R. 225‑118 of made pursuant this authorization shall be applied to the the French Commercial Code: nominal threshold of capital increase set in each of these 1) authorizes the Board of Directors, with the option to resolutions under which the initial issuance was decided; sub‑delegate such authority under the conditions 3) decides that the Board of Directors may not, unless provided for by law, to increase the number of shares authorized beforehand by the Shareholders’ Meeting, and/or equity securities giving rights to the grant make use of this delegation as from the filing by a third of other equity securities of the Company and/or party of a preliminary tender offer for the Company’s securities giving rights to equity securities, to be issued shares up until the end of the offer acceptance period; for each issuance with maintaining or suppression of the preferential subscription rights decided pursuant to 4) decides that this authority, which supersedes with the 28th, 29th and/or 30th resolutions proposed to this effect from this day the authorization granted by the Shareholders’ Meeting, within the time frame and limits 22nd resolution approved by the Combined Shareholders’ provided by applicable regulations on the day of issue Meeting of June 12, 2020 is valid for a period of twenty‑six (i.e. on the day of this Shareholders’ Meeting within thirty (26) months from the date of this Shareholders’ Meeting.
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33rd resolution Delegation of power to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving rights to the grant of debt securities and other securities giving rights to future shares, with waiver of preferential subscription rights, as remuneration for contributions in kind granted to the Company
We propose that, pursuant to the 33rd resolution, you authorize the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving right to the grant of debt securities and to issue other securities giving rights to future shares as consideration for contributions in kind to the Company. This kind of delegation would specifically enable the Company to receive contributions that are attractive as part of its growth strategy, while giving the contributors of those assets a stake in its share capital. This option, which would be offered to the Board of Directors for a period of 26 months, would be limited to 10% of the Company’s share capital as at the date of the Shareholders’ Meeting, on the understanding that this cap will be charged against the limit set in the 35th resolution. The issue of shares or equity securities granting access to the Company’s equity capital will be performed without shareholders’ preferential subscription rights. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. No amount was used under the terms of the previous delegation of authority granted by the Combined Shareholders’ Meeting of June 12, 2020 in its 23th resolution. This delegation of authority would be granted for a period of 26 months as of the Shareholders’ Meeting and would supersede the authorization granted by the 23th resolution voted by the Combined Shareholders’ Meeting of June 12, 2020.
33. Delegation of power to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving rights to the grant of debt securities and other securities giving rights to future shares, with waiver of preferential subscription rights, as remuneration for contributions in kind granted to the Company The Shareholders’ Meeting, under the conditions required 2) decides, if required, to cancel the shareholders’ by Extraordinary shareholders’ meetings as to quorum and preferential subscription rights to shares and/or majority, having reviewed the report of the Board of Directors securities giving rights to the share capital, the subject and the Statutory Auditors’ special report in accordance of contributions in kind, that shall be issued pursuant with the provisions of Article L. 225‑147 paragraph 6 of the to this delegation of authority, in favor of the holders of French Commercial Code: equity securities, capital securities or securities giving rights to the share capital; 1) delegates to the Board of Directors, with the option to sub‑delegate such authority under the conditions 3) decides that the Board of Directors may not, unless provided for by law, the authority necessary to issue, authorized beforehand by the Shareholders’ Meeting, on one or more occasions on the times it will determine, make use of this delegation as from the filing by a third shares and/or equity securities giving rights to other party of a preliminary tender offer for the Company’s equity securities of the Company or giving rights to the shares up until the end of the offer acceptance period; grant of debt securities and the issue of other securities 4) notes that this delegation of authority automatically giving rights to future shares, subject to a limit of ten entails the waiver by shareholders of their preferential 8 per cent (10%) of the share capital as at the date of this subscription right to the Company’s shares which may Shareholders’ Meeting, as consideration for contributions be issued pursuant to this delegation of authority, in in kind made to the Company and composed of equity favor of the holders of securities giving rights to the share securities or securities giving rights to the share capital, capital issued pursuant to this resolution; where the provisions of Article L. 225‑148 of the French Commercial Code are not applicable; specifying that the 5) decides that this authority, which supersedes with nominal amount of any capital increase carried out in effect from this day the authorization granted by the pursuance of this delegated authority shall be applied 23rd resolution approved by the Combined Shareholders’ to the limit set in the 35th resolution of this Shareholders’ Meeting of June 12, 2020, is valid for a period of twenty‑six Meeting; (26) months from the date of this Shareholders’ Meeting.
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34th resolution
Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving right to the grant of debt securities and to issue other securities giving rights to future shares, with waiver of preferential subscription rights for the benefit of a certain category of persons as part of an equity line. We propose that, pursuant to the terms of the 34th resolution, you authorize the Board of Directors to decide the issue of shares and/or equity securities giving access to other equity securities of the Company or giving the right to the grant of debt securities and the issue of other securities giving access to equity securities, reserved for a category of beneficiaries. This option, which would be offered to the Board of Directors, would be limited to 10% of the share capital of the Company, as at the date of the Shareholders’ Meeting, it being specified that this amount does not take into account adjustments that may be made to preserve the rights of holders of securities or other rights that grant entitlement to share capital pursuant to the laws and regulations and, where applicable, to such contractual provisions that provide for other cases of adjustment. The nominal amount of any capital increase carried out pursuant to this delegation will be deducted from the limit provided for in the 35th resolution. The issue price of the new shares or securities giving access to the share capital of the Company would be at least equal to the weighted average share price quoted over the last three trading sessions or the last trading session preceding the setting of the issue price, less a maximum discount of 5%, if any. This delegation would entail a waiver of shareholders’ preferential subscription rights in favor of credit institutions having an authorization to provide the investment services referred to in Article L. 321‑1, 6‑1 of the French Monetary and Financial Code and carrying on underwriting activities of equity securities of companies listed on the Euronext Paris regulated market as part of equity line transactions. The Board of Directors may not, unless previously authorized by the shareholders, use this delegation as from the filing by a third party of a preliminary tender offer for the Company’s shares up until the end of the offer acceptance period. This delegation would be granted for a period of 18 months as of the Shareholders’ Meeting and would supersede the authorization granted by the 24th resolution voted by the Combined Shareholders’ Meeting on June 12, 2020. This delegation would allow the Company to have a complementary financing mechanism which can be used in particular in the context of external growth transactions. The share capital increases which could be achieved by successive draws on the equity line program, would be reserved to one or more financial institutions which are not expected to remain shareholder(s) of the Company. The resulting equity securities would be re‑sold to the market by the financial institutions both immediately and progressively.
34. Delegation of authority to the Board of Directors to issue shares and/or equity securities giving rights to other equity securities of the Company or giving right to the grant of debt securities and to issue other securities giving rights to future shares, with waiver of preferential subscription rights for the benefit of a certain category of persons as part of an equity line transaction The Shareholders’ Meeting, under the conditions required 2) decides that the maximal nominal amount of the share by extraordinary shareholders’ meetings as to quorum capital increases that may be executed, immediately and majority, having reviewed the report of the Board of or in the future, pursuant to this delegation of authority, Directors and the Statutory Auditors’ special report and in may not exceed ten per cent (10%) of the share capital accordance with the provisions of Articles L. 225‑129 et seq. of the Company, as at the date of this Shareholders’ and Article L. 225‑138 of the French Commercial Code: Meeting, specifying that this amount would not take into account the adjustments that may be made in order to 1) delegates to the Board of Directors, with the option preserve the rights of holders of securities or other rights to sub-delegate such authority under the conditions granting entitlement to the share capital, pursuant to provided for by law, its authority to decide to increase the applicable laws and regulations and, if applicable, the share capital, in one or more transactions, in the contractual provisions that stipulate other cases of proportions and on the dates determined by it, both adjustment, further specifying that the nominal amount in France and abroad, in euro or in foreign currencies, of any share capital increase carried out in accordance by way of issuance of shares and/or equity securities with this delegated authority will be applied to the limit giving rights to other equity securities of the Company set by the 35th resolution of this Shareholders’ Meeting; or giving rights to the grant of debt securities and/or the issue of any other securities giving rights, immediately or 3) decides that this delegation is valid for a period of in the future, at any time or on any fixed date, to equity eighteen (18) months from the date of this Shareholders’ securities to be issued by the Company, in such form Meeting and supersedes the authorization granted by and conditions as the Board of Directors may deem the 24th resolution voted by the Combined Shareholders’ appropriate, reserved for the benefit of the category of Meeting on June 12, 2020; persons referred to in paragraph 4 below;
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4) decides to cancel the shareholders’ preferential make use of this delegation as from the filing by a third subscription rights to shares, equity securities and/or to party of a preliminary tender offer for the Company’s any other securities giving rights to the share capital of the shares up until the end of the offer acceptance period; Company that may be issued pursuant to this delegation 7) decides that the amount of the consideration to be paid and to reserve the right to subscribe to the category of or that could subsequently be paid to the Company for persons meeting the following characteristics: credit each of the shares issued or to be issued pursuant to institutions having an authorization to provide the this delegation of authority will be at least equal to the investment services referred to in Article L. 321‑1, 6‑1 of weighted average share price of the Company’s share the French Monetary and Financial Code and carrying on quoted over the last three (3) trading sessions on the underwriting activities of equity securities of companies regulated market Euronext Paris or the last trading listed on the Euronext Paris regulated market as part of session preceding the setting of the issue price, less equity line transactions; a maximum discount of five per cent (5%), if any. The 5) notes that this delegated authority automatically average will be adjusted, where applicable, in case of entails the waiver by shareholders of their preferential difference in the dates of dividend rights. The issue subscription rights to the Company’s shares issued price of the securities giving access to the share capital pursuant to this resolution and giving rights to the will be such that the amount received immediately by Company’s share capital, in favor of holders of securities the Company, plus any amount likely to be received giving rights to the Company’s share capital issued subsequently by it, would, for each share issued as a pursuant to this resolution; consequence of the issuance of such other securities, be at least equal to the issue price defined above. 6) decides that the Board of Directors may not, unless authorized beforehand by the Shareholders’ Meeting,
35th resolution Overall limits on the amount of issues carried out pursuant to the 28th to 34th resolutions
We propose, pursuant to the terms of the 35th resolution, that you determine the overall limits on the amount of the issuances that may be decided pursuant to the 28th to 34th resolutions. The maximum aggregate nominal amount of shares issues that may be completed directly or through debt securities or other share equivalents may not exceed an amount representing more than 50% of the Company’s share capital, as at the date of this Shareholders’ Meeting, specifying that the maximum aggregate nominal amount of share issues that may be completed directly or through debt securities or other equivalents, without preferential subscription rights (in the context of a public offer (other than those referred to in Article L. 411‑2 1° of the French Monetary and Financial Code), in the context of a public offer referred to by Article L. 411‑2 1° of the French Monetary and Financial Code, in the context of a capital increase as remuneration for contributions in kind granted to the Company, and/or as part of an equity line transaction) may not exceed a nominal amount representing more than ten per cent (10%) of the Company’s share capital, as at the date of the Shareholders’ Meeting, specifying that such amounts do not take into account adjustments that may be made to preserve the rights of holders of securities or other rights giving entitlement to the share capital, in accordance with laws and regulations and, where applicable, with such applicable contractual stipulations that provide for other cases of adjustment. The maximum overall nominal amount of issues of equity securities representing receivables that may be decided would be €750 million.
35. Overall limits on the amount of issues carried out pursuant to the 28th to 34th resolutions The Shareholders’ Meeting, under the conditions required in Article L. 411‑2 1° of the French Monetary and Financial 8 by Extraordinary shareholders’ meetings as to quorum Code), in the context of a public offer referred to by Article and majority, having reviewed the report of the Board of L. 411‑2 1° of the French Monetary and Financial Code, Directors and the Statutory Auditors’ special report, decides in the context of a capital increase as remuneration for to set, in addition to the individual thresholds specified in contributions in kind granted to the Company, and/or each of the 28th to 34th resolutions, the overall limits of the as part of an equity line transaction) may not exceed amount of issues that may be decided pursuant to said an amount representing more than ten per cent (10%) resolutions as follows: of the Company’s share capital, as at the date of this Shareholders’ Meeting, specifying that such amounts do a) the maximum aggregate nominal amount of shares not take into account adjustments that may be made to issues that may be completed directly or through debt preserve the rights of holders of securities or other rights securities or other share equivalents may not exceed giving entitlement to the share capital, in accordance an amount representing more than fifty per cent (50%) with laws and regulations and, where applicable, with of the Company’s share capital, as at the date of this such applicable contractual stipulations that provide Shareholders’ Meeting, specifying that the maximum for other cases of adjustment; aggregate nominal amount of share issues that may be completed directly or through debt securities or other b) the maximum aggregate nominal amount of debt equivalents, without preferential subscription rights (in securities issues that may be decided will be seven the context of a public offer (other than those referred to hundred fifty (750) million euros.
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36th resolution Authorization for the Board of Directors to reduce the share capital by cancellation of shares purchased under share buyback program
We propose that, pursuant to the terms of the 36th resolution, you authorize the Board of Directors to reduce the share capital on one or more occasions by cancelling all or some of the shares bought back under a share buyback plan. The cap set by the plan would be 10% of share capital for 24‑month periods, it being specified that the limit applies to an amount of the Company’s capital that will, when applicable, be adjusted to reflect operations with an impact on share capital after this Annual Shareholders’ Meeting. The excess, if any, of the purchase price of the shares over their par value would be charged to the additional paid‑in capital or to any available reserves up to 10% of the capital reduction made. This authorization would be granted for a period of 18 months as of the Shareholders’ Meeting and would supersede the unused portion of the authorization granted by of the 29th resolution voted by the Combined Shareholders’ Meeting of June 12, 2020.
36. Authorization for the Board of Directors to reduce the share capital by cancellation of shares purchased under share buyback programs The Shareholders’ Meeting, under the conditions required to the additional paid‑in capital or to any available by extraordinary shareholders’ meetings as to quorum reserves, including the legal reserve, subject to ten per and majority, having reviewed the report of the Board of cent (10%) of the capital reduction made; Directors and the Statutory Auditors’ special report: 3) decides that this delegated authority, which supersedes 1) authorizes the Board of Directors to reduce the share with effect from this day the authorization granted by the capital, on one or more occasions, by cancelling all or 29th resolution approved by the Combined Shareholders’ some of the shares held by the Company or that may be Meeting of June 12,2020, has been granted for a period acquired by the Company as part of a buyback program of eighteen (18) months effective from this Shareholders’ authorized by the Shareholders’ Meeting, by up to ten Meeting; per cent (10%) of the share capital in any twenty-four 4) grants the Board of Directors full authority, with the (24) month period, specifying that this limit applies to the option to sub‑delegate, to carry out and record the amount of the Company’s share capital that will, where capital reductions, make the necessary amendments applicable, be adjusted to reflect operations with an to the by‑laws in the event that it avails itself of this impact on share capital after this Shareholders’ Meeting; authorization, and to carry out all related disclosures, 2) decides that the excess, if any, of the purchase price of publications and formalities. the cancelled shares over their par value will be charged
37th resolution Reverse share split of the Company’s shares by allocation of one (1) new share with a par value of seventy‑six cents (€0.76) for seventy‑six (76) shares held with a par value of one penny euro (€0.01) – Delegation of powers to the Board of Directors with the right to sub‑delegate)
Pursuant to the 37th resolution, we propose to authorize the Board of Directors to proceed with the reverse share split of the shares forming the Company’s share capital, in the proportion of 76 ordinary shares with a par value of one penny euro (€0.01) to be exchanged for one (1) new share with a par value of seventy‑six cents €[0.76] and do whatever is useful or necessary to complete the reverse share split under the conditions set forth in this resolution and in accordance with applicable regulations. Following the exchange period, the new shares which have not been allocated individually and corresponding to the fractional shares, will be sold, and the proceeds of this sale will be distributed proportionally to the fractional rights of each rights’ holder. This delegation is granted for a period of twelve (12) months as from the date of this shareholders’ General Meeting.
37. Reverse share split of the Company’s shares by allocation of one (1) new share with a par value of seventy‑six cents (€0.76) for seventy‑six (76) shares held with a par value of one penny euro (€0.01) – Delegation of powers to the Board of Directors with the right to sub‑delegate) The shareholders’ General Meeting, voting under the Order of December 6, 1948, adopted pursuant thereto, after quorum and majority conditions for extraordinary general indicating that the share capital of the Company amounts, meetings, having reviewed the Board of Directors’ report, on the date of April 30, 2021, to €49,514,341, divided into in accordance with Articles L. 225‑96 and R. 228‑12 of the 4,951,434,100 shares with a par value of one penny euro French Commercial Code, Decree n° 48‑1683 of October 30, (€0.01) each: 1948, amended by Decree n° 2015‑545 of May 18, 2015 and
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1) resolves to proceed with the reverse share split of the • record the completion of the reverse split and, as a shares forming the Company’s share capital, in the result, amend Article 6 of the Company’s articles of proportion of 76 ordinary shares with a par value of one association. penny euro (€0.01) to be exchanged for one (1) new share • publish all notices and carry out all formalities with a par value of seventy‑six cents € 0.76; required by law; and 2) resolves to grant full powers to the Board of Directors, • more generally, do whatever is useful or necessary to with the authority to sub‑delegate, in order to: complete the reverse share split under the conditions • implement this decision; set forth in this resolution and in accordance with applicable regulations; • set the date of beginning of the reverse split transactions, which will take place at the earliest at 3) decides that the shareholders which would not hold a the end of the fifteen (15) day period following the number of former shares corresponding to an entire date of publication of the notice of reverse split to number of new shares must make their own arrangements be published by the Company in the Bulletin des of the sale or purchase of former shares constituting annonces légales obligatoires (BALO); fractional shares, within a period of thirty (30) days as from the beginning of the reverse split transactions; • conclude all agreements with any financial intermediary to facilitate the reverse split transactions, 4) acknowledges that in accordance with Article 6 of Decree and in particular the centralization of fractional n° 48‑1683 of October 30, 1948 and second paragraph shares and the sale of the shares corresponding to of Article R. 228‑12 of the French Commercial Code, the rights forming fractional shares; following the exchange period, the new shares which have not been allocated individually and corresponding • set the period of exchange within a period of thirty to the fractional shares, will be sold, and the proceeds of (30) days as from the date of beginning of the reverse this sale will be distributed proportionally to the fractional split transactions set by the notice of reverse split rights of each rights’ holder; published by the Company in the BALO referred to above; 5) acknowledges that the new shares will immediately benefit from double voting rights, if they are held in • suspend, if necessary, for a period not exceeding registered form, and if, on the date of the reverse split of three (3) months, the exercise of securities giving the former shares from which the new shares are derived, access to the capital in order to facilitate the reverse each of these former shares carried double voting rights. split; In the event of a reverse share split of former shares that • make all adjustments to the rights of beneficiaries have been recorded as registered shares since different of stock options, bonus shares and securities giving dates, the time period for determining whether the new access to the capital as a result of the reverse shares carry double voting rights will be deemed to begin split, pursuant to applicable laws, regulations and on the most recent date on which the former shares were contractual provisions; recorded as registered shares. As a result, the acquisition of a fractional right will result in the loss of the double • record and determine the exact number of shares voting right that would have been attached to the former with a par value of one penny euro (€0.01) that will be shares or their seniority, in light of the relevant period for split and the exact number of shares with a par value benefiting from this right; of seventy‑six cents (€0.76) that may result from the reverse split; 6) acknowledges that at the end of the reverse split period, the shares that have not been reversed split will lose • adjust, if necessary, the number of shares with a their voting rights and will no longer be included in the par value of one penny euro (€0.01) that may be calculation of the quorum and their rights to future issued under the authorizations and delegations of dividends will be suspended. authority or powers granted to the Board of Directors by previous shareholders’ general meetings or this This delegation is granted for a period of twelve (12) months shareholders’ General Meeting; as from the date of this shareholders’ General Meeting. 8
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Falling under the authority of the Ordinary and Extraordinary General Meeting
38th resolution Powers for legal formalities
We propose, pursuant to the terms of the 38th and last resolution, that you grant all powers to perform any necessary filings, formalities and publications to the Chief Executive Officer, to her representative(s), and to the holder of an original, of a copy, or of an excerpt of the minutes of the Annual Shareholders’ Meeting.
38. Powers of attorney
The Shareholders’ Meeting gives all powers to the Chief Executive Officer, to her representative(s), and to the holder of an original, a copy or an extract of these resolutions to proceed with any required deposits, formalities or publications.
152 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Request for additional documents 9
REQUEST FOR 9 ADDITIONAL DOCUMENTS ORDINARY AND EXTRAORDINARY ANNUAL SHAREHOLDERS’ MEETING OF JUNE 30, 2021
Request for additional documents
I, the undersigned,
Name ...... First name(s) ...... Address ......
Owner of: ...... nominative share(s), and/or of: ...... bearer share(s),
Ask to receive the documents and information mentioned in Articles R. 225‑81 and R. 225‑83 of the French Commercial Code and relating to the Annual Ordinary and Extraordinary Shareholders’ Meeting to be held on June 30, 2021, pursuant to Article R. 225‑88 of the French Commercial Code.
Method of communication of the documents and information: ® by email ® by post 9 Signed in ...... , on ......
Signature:
This request shall be addressed to: BNP Paribas Securities Services CTO Assemblées Générales Les Grands Moulins de Pantin 9, rue du Débarcadère
# 93761 Pantin Cedex
EUROPCAR MOBILITY GROUP JUNE 30, 2021 CONVENING NOTICE 153 154 JUNE 30, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Photos credits: Europcar Design and production: Agence Marc Praquin
Registered Office 13 ter boulevard Berthier 75017 Paris (France)
Europcar Mobility Group Public Limited company (société anonyme) with a Management Board and a Supervisory Board Paris Trade and Companies Register no. 489 099 903 with capital of €163,884,278 www.europcar-mobility-group.com