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Amendment to the 2019 Universal Registration Document

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Amendment to the 2019 Universal Registration Document AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT Incorporating by reference the Interim Financial Report as of June 30, 2020 This amendment (the “Amendment“) supplements and must be read in conjunction with the Company’s Universal Registration Document filed with the AMF on May 6, 2020 under number D 20‑0448 (the “2019 Universal Registration Document“). This Amendment contains a concordance table to help readers to find the information incorporated by reference and the updated or amended information. In this Amendment, “Company,” “Europcar Mobility Group” and “Europcar Mobility Group S.A.” refer to the Europcar Mobility Group, the Group’s holding company, and the term the “Group” should be understood as a reference to Europcar Mobility Group S.A. and all the companies included in the scope of consolidation. The 2019 Universal Registration Document and the associated Amendment are available free of charge from the Company at 13 ter Boulevard Berthier 75017 Paris, France or on the Company’s website (www.europcar‑mobility‑group.com) and on the AMF website (www.amf‑france.org) General comments The purpose of this Amendment is to update the 2019 Universal Registration Document. It contains statements on the Group’s outlook and development priorities. These statements are sometimes identified by the use of the future or conditional tense and forward‑looking expressions such as “consider,” “plan on,” “think,” “aim to,” “expect,” “understand,” “must,” “strive,” “predict,” “believe,” “wish,” “may” or, as appropriate, the negative form of these same terms, or any other similar variant or expression. This information is not historical and should not be interpreted as a guarantee that the events or data presented will occur. This information is based on data, assumptions and estimates that are considered reasonable by the Group. They are subject to change or modification due to uncertainties related in particular to the economic, financial, competitive and regulatory environment. This information is mentioned in the different sections of this Amendment and contains data relating to the Group’s intentions, estimates and objectives concerning in particular the Group’s market, strategy, growth, earnings, and financial and cash position. The forward‑looking statements provided in this Amendment are only made as of the date of this Amendment. Unless otherwise required by applicable law or regulations, the Group does not undertake to publish updates to the forward‑looking information contained in this Amendment to reflect changes affecting its objectives or the events, conditions or circumstances used as the basis for making the forward‑looking statements contained herein. This amendment to the 2019 Universal Registration Document was filed on January 12, 2021 with the French financial markets authority (AMF) as the competent authority under regulation (EU) 2017‑1129, without prior approval in accordance with Article 9 of said regulation. The Universal Registration Document may be used for the purposes of a public offering of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note and, where applicable, a summary of any amendments to the Universal Registration Document. The body of documents thus formed is approved by the AMF in accordance with regulation (EU) 2017‑1129. EUROPCAR MOBILITY GROUP AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT 1 CONTENTS Readers are reminded that this Amendment is a supplement to the Company’s Universal Registration Document filed with the AMF on May 6, 2020 under number D 20‑0448 (the “2019 Universal Registration Document“) and as such must be read in conjunction with it. OVERVIEW OF THE FINANCIAL SHARE CAPITAL AND 1 RESTRUCTURING 3 6 SHAREHOLDING 63 1.1 Overview of the 2020 financial restructuring 4 6.1 Share capital 64 1.2 Main press releases on the financial 6.2 Shareholding 64 restructuring 13 6.3 Notices of threshold crossings 65 6.4 Summary tables of delegations relating RISK FACTORS AND RISK to share capital increases 66 2 MANAGEMENT 15 6.5 Dividend distribution policy 69 2.1 Financial risks 16 2.2 Impact of the Covid‑19 pandemic OUTLOOK 71 on other risk factors 19 7 2.3 Regulatory, legal and arbitration proceeding 28 8 ADDITIONAL INFORMATION 73 THE COMPANY’S FINANCIAL STATEMENT BY THE PERSON 3 INFORMATION 33 9 RESPONSIBLE FOR THE AMENDMENT 75 3.1 Half‑Year Financial report as of June 30, 2020 34 9.1 Name and position of the person 3.2 Financial information as of responsible for the Amendment to the 2019 September 30, 2020 34 Universal Registration Document 76 3.3 2020 profit estimates 34 9.2 Statement by the person responsible for the Amendment to the 2019 Universal 3.4 Significant changes in the Group’s financial Registration Document 76 performance 35 APPENDICES 77 4 THE COMPANY’S BUSINESS 37 10 4.1 Press releases 38 CONCORDANCE TABLES FOR 4.2 Strategy 43 11 COMMISSION DELEGATED REGULATION (EU) 2019/980 95 5 CORPORATE GOVERNANCE 47 5.1 Presentation of the governance bodies at the end of the combined shareholders meeting held 20 january, 2021 48 5.2 Overview of Governance Bodies as of the date of this Amendment 56 5.3 Summary statement of transactions in Company securities by corporate officers 62 2 AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT EUROPCAR MOBILITY GROUP OVERVIEW OF 1 THE FINANCIAL 1 RESTRUCTURING 1.1 OVERVIEW OF THE 2020 FINANCIAL RESTRUCTURING 4 1.2 MAIN PRESS RELEASES ON THE FINANCIAL RESTRUCTURING 13 EUROPCAR MOBILITY GROUP AMENDMENT TO THE 2019 UNIVERSAL REGISTRATION DOCUMENT 3 Overview of the financial restructuring 1 Overview of the 2020 financial restructuring 1.1 OVERVIEW OF THE 2020 FINANCIAL RESTRUCTURING Hardships faced by the Company in 2020 The health crisis due to the Covid‑19 pandemic has strongly Covid‑19 crisis, but also to meet the financing needs of its affected all sectors of the economy and has had an fleet and for a rapid restart of its activities. This financing unprecedented impact on the travel and leisure market in plan included: the second quarter of 2020. Specifically: • PGE financing for €220 million; • at the beginning of March 2020, spread of the Covid‑19 • new financing lines for the Group’s Spanish subsidiaries pandemic forced a large number of governments to put (Europcar Spain and Goldcar Spain), for an amount in place exceptional travel restrictions or lockdowns; of €67.25 million, as well as an additional amount of • in April 2020, the market experienced its lowest level due €34 million, i.e. a total amount of €101 million and to the containment measures imposed worldwide; backed by a Spanish government guarantee for 70% • in May 2020, business recovered extremely slowly due to of the amount. Out of these amounts, €51 million was travel restrictions in most countries; allocated to corporate financing and €50 million to fleet • in June 2020, the same trend was observed, with a financing; and gradual reopening of borders and a still extremely low • the granting of an additional tranche of €20 million in level of international traffic. the RCF, in order to increase it from €650 million (which was its initial amount) to €670 million. Given the impact of the crisis related to Covid‑19, the Company announced on March 23, 2020 that it engaged The months of July and August 2020 showed some signs in a cost‑saving and cash preservation plan in order to be of a recovery in activity, but it remained slow and gradual. in a position to weather this crisis period as well as possible. The activity levels of the travel and leisure industries in This plan included: i) reduced fleet volume and deferred summer 2020 indicated that it would take a long time to purchases until further notice; ii) contract renegotiations; iii) return to pre‑COVID levels. While the coronavirus continues state‑funded partial unemployment benefit and rapid staff to spread around the world, the timeline of an actual recovery adjustments wherever possible; iv) freezing of investments; remains highly uncertain. v) cessation of all operational expenses considered In late July 2020, the Company announced that it was non‑essential. evaluating its short and long‑term alternatives to meet its In order to preserve its liquidity, the Group announced on capital structure and liquidity constraints, with a view to May 3, 2020, the implementation of a €307 million financing having sufficient financial resources to adapt to this new plan, intended not only to secure its liquidity to face the environment. Corporate debt of the Group As of November 30, 2020, the Company held debt under the • the loan agreement entered into with Crédit Suisse following financing agreements: International on December 27, 2019 with a principal amount of €50,000,000 and bearing interest at • subordinated high yield bond issues under New York Euribor plus the applicable borrowing margin (equal state law, specifically: to the sum of the cost of the CDS for the lender • the issuance by the Company of bonds from and the financing and capital costs related to the November 2, 2017 maturing on November 15, 2024, term loan borne by the lender), initially maturing on for a principal amount of €600,000,000 and bearing December 7, 2020 and extended until no later than interest at an annual rate of 4.125% (Reg. S Common March 31, 2020 in accordance with the terms and Code: 170620259/Reg. S ISIN: XS1706202592; Rule conditions of the Lock‑Up Agreement (the “CS Loan“). 144A Common Code: 170620275/Rule 144A ISIN: On July 13, 2017, the Company also entered into a revolving XS1706202758) (“2024 Notes”), and facility agreement known as the Revolving Credit Facility, • the issue by the Company of bonds on April 24, 2019, bearing interest at Euribor plus the applicable borrowing maturing on April 30, 2026, for a principal amount margin (equal to 2.25% or 2.50% depending on the Group’s of €450,000,000 and bearing interest at an annual leverage ratio) that was last amended on April 30, 2020 rate of 4.000% (Reg.
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