REGISTRATION DOCUMENT Including the Annual ﬁ Nancial Report 2016 CONTENTS 04 SOCIETAL, SOCIAL and ENVIRONMENTAL INFORMATION 245

REGISTRATION DOCUMENT including the annual ﬁ nancial report 2016 CONTENTS 04 SOCIETAL, SOCIAL AND ENVIRONMENTAL INFORMATION 245

Key fi gures 2 4.1 Our vision: CSR ambitions 2020 246 Group history 4 4.2 Europcar promoter of mobility for all 248 Key figures and significant events of the year 6 4.3 Europcar responsible employer 251 4.4 Europcar actor in the fi ght against climate change 257 4.5 Europcar creator of shared value 262 01 4.6 Concordance tables 264 OVERVIEW OF EUROPCAR 4.7 Methodology note 266 AND ITS ACTIVITIES 11 4.8 ILO report 269 1.1 History and development 12 1.2 Group profi le 14 1.3 Presentation of the Group’s market 05 and competitive environment 16 CORPORATE GOVERNANCE 273 1.4 Strategy 20 5.1 Management and supervisory bodies 274 1.5 The Group’s competitive strengths 23 5.2 Role and activities of the Supervisory Board 293 1.6 Description of the Group’s business 27 5.3 Compensation and other benefi ts of any kind 1.7 Organization chart 55 received by corporate offi cers 311 1.8 Research and development, patents and licenses 60 5.4 Summary statement of transactions in Company 1.9 Property, plant and equipment 61 securities by corporate offi cers 332

02 06 RISK FACTORS 63 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL 333 2.1 Risks relating to the Group’s industry and markets 64 2.2 Risks related to the business 67 6.1 Information on the Company 334 2.3 Risks relating to the Group’s fi nancial structure 6.2 Constitution and bylaws 334 and profi le 77 6.3 Share capital 345 2.4 Regulatory and legal risks 83 6.4 Main shareholders of the Company 353 2.5 Financial risks 89 6.5 Profi t-sharing agreements and incentive plans – 2.6 Insurance and risk management 90 employee shareholding 356 2.7 Regulatory, legal and arbitration proceedings 94 6.6 Items likely to have an impact in the event of a public takeover bid 358 6.7 Dividend distribution policy 358 6.8 Market for the share 360 03 FINANCIAL AND ACCOUNTING INFORMATION 99 07 3.1 Analysis of the Group’s results 100 ADDITIONAL INFORMATION 363 3.2 The Group’s liquidity and capital resources 119 7.1 Persons responsible for the Registration Document 364 3.3 Investments 143 7.2 Related party transactions 365 3.4 Consolidated fi nancial statements and Statutory Auditors’ report 145 7.3 Signifi cant contracts 368 3.5 Analysis of the results of Europcar Groupe S.A. 217 7.4 Statutory Auditors’ special report on related party agreements and regulated commitments 369 3.6 Company’s fi nancial statements and Statutory Auditors’ report 220 7.5 Statutory Auditors’ fees 373 3.7 Outlook for fi scal year 2017 240 7.6 Publicly available documents 373 3.8 Information on medium-term trends and objectives 242 7.7 Concordance tables (European regulation no. 809/2004, 3.9 Signifi cant change in the fi nancial or business annual fi nancial report, Management Board position 243 report, concordance tables of social, societal 3.10 Comments of the Supervisory Board on the and environmental data) 373 Management Board’s report and the fi nancial 7.8 Glossary 379 statements for the year ended December 31, 2016 243 REGISTRATION2016 DOCUMENT including the annual fi nancial report

GENERAL COMMENTS

This Registration Document (hereinafter the “Registration Pursuant to Article 28 of EU regulation 809/2004, the following Document”) also includes: information is incorporated by reference in this Registration Document: a the annual fi nancial report that must be prepared and published by all listed companies within four months of the start of each a the consolidated financial statements of the Group for the fi scal year, in accordance with Article L. 451-1-2 of the French years ended December 31, 2013 and 2014, contained in Monetary and Financial Code and Article 222-3 of the AMF Section 20.1.1 on page 293, which in turn make reference to General regulation; and Annex II of the Base Document fi led with the AMF on May 20, 2015 under number I.15-041 (the “Base Document”); a the annual management report of the Management Board of Europcar S.A., which must be submitted to the General Meeting a the report of the Statutory Auditors on the consolidated fi nancial of shareholders called to approve the fi nancial statements of statements of the Group for the years ended December 31, each fi scal year, in accordance with Articles L. 225-100 et seq. 2013 and 2014, contained in Section 20.1.2 of the Base of the French Commercial Code. Document, on pages 293-294 (inclusive); a Two cross-reference tables presented in Section 7.7 of this the comparison of results for the years ended December 31, Registration Document on pages 373 to 375 identify the 2014 and 2013, contained in Section 9.2 of the Base Document information related to these two reports. on pages 165-171 (inclusive); a the c In this Registration Document, the terms the “Company”, onsolidated financial statements of the Group for the “Europcar Groupe” and “Europcar Groupe S.A.” mean the year ended December 31, 2015 contained in Section 3.4 on Europcar Group, the holding company of the Group, and the page 147 of the Registration Document fi led with the AMF on words, “Europcar” and “the Group” should be understood as April 14, 2016 under number R.16-021 (the “2015 Registration references to Europcar Groupe S.A. and all companies included Document”); in the consolidation scope. a the report of the Statutory Auditors on the consolidated fi nancial statements of the Group for the year ended December 31, 2015, In this Registration Document, fi gures related to the Corporate contained in Section 3.4 of the 2015 Registration Document, Countries do not include the data related to the Irish subsidiary, a on pages 243-244 (inclusive); former Group franchisee acquired by Europcar on December 12, 2016. Figures related to franchisees include the data related to a the comparison of results for the years ended December 31, this Irish franchisee. 2015 and 2014, contained in Section 3.4 of the 2015 Registration Document on pages 147-152 (inclusive).

The Sections of these documents not included by reference in this document are either irrelevant to current investors or are addressed in another part of the Registration Document.

Pursuant to its general regulation, notably Article 212-13, the French Financial Markets Authority (the “AMF”) registered this Registration Document on April 12 , 2017 under number R.17-015 . This document may only be used in support of a fi nancial transaction if supplemented by a securities note approved by the AMF. It was prepared by the issuer and is the responsibility of its signatories. It was registered, pursuant to the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, after the AMF had verifi ed that it is complete and comprehensible, and that the information it contains is consistent. It does not imply authentication by the AMF of the accounting and fi nancial information contained therein. Copies of this Registration Document may be obtained free of charge from Europcar Groupe S.A., 2 rue René Caudron, Bâtiment OP, 78960 Voisins-le-Bretonneux, as well as on the websites of Europcar Groupe (www.europcar-group.com) and the AMF (www.amf-france.org). EUROPCAR REGISTRATION DOCUMENT 2016 1 KEY FIGURES

A dense network of local stations to serve clients all over the world

Corporate countries

Partnerships

International franchise

3,points of754 sales worldwide

Presence in over 2,035 1,719 130 stations operated stations operated 13 0 countries as franchises directly or and territories by agents

2 EUROPCAR REGISTRATION DOCUMENT 2016 2016 enabled us to strengthen our leadership on our core business and develop on the market of new mobilities, thanks to strategic acquisitions. 2016 also showed excellent operating and ﬁ nancial performance despite the difﬁ cult market climate. CAROLINE PAROT CEO

One of the world’s largest car rental networks

A213, vehicle ﬂ eet that800 is serviced Years66 of experience regularly and environmental friendly

Over € 6,employees461 million2 of revenue,151 in 2016

Breakdown of 2016 revenue

Rental Revenue by region (2016 )(1) Rental Revenue by customer (2016 )(2)

26% 11% 58% Leisure Germany Italy 19% 7% 42% UK Australia/ Business New Zealand 17% France 5% Portugal 12% Spain 3% Belgium

(1) Rental income excluding franchises (2) 2016 ﬁ gures for the nine Europcar “ Corporate Countries” alone

EUROPCAR REGISTRATION DOCUMENT 2016 3 GROUP HISTORY

1971

1949 1957

1970 1951

Founding of Europcar Europcars in Paris by Raoul-Louis Signing of a acquires a new Mattei under the Creation of cooperation Raoul-Louis Mattei visual identity with name “l’Abonnement the “Europcars®” agreement with sells Europcars to a new logo and a Automobile” brand. Hertz. Régie Renault. new color: orange.

1949

2001

2003

1989

Europcar becomes the European car rental leader Europcar launches thanks to a 1991 a new online strategy based 2004 booking tool. This on the increase 1996 is a fundamental in the number breakthrough for of operating Europcar: thanks to franchises and Creation of Europcar Acquisition of The subsidiaries www.europcar.com the development Europcar Asia celebrates its Compagnie des in Switzerland (or to local versions), of numerous sales Paciﬁ c, comprising 40th anniversary. Wagons-lits by Accor, and the the 200,000 vehicles partnerships with nine countries. The Group replaces which thus becomes Netherlands of the ﬂ eet can be travel agents, Europcar also the orange color the shareholder of are acquired accessed in 118 airlines companies, opens up to South with green. Europcar International. by franchisees. countries. etc. America.

4 EUROPCAR REGISTRATION DOCUMENT 2016 1974 1980 1979

The Europcar network now 1988 comprises 212 agencies in France, 1973 The “s” 743 in Europe, Africa To bolster disappeared, and the Middle this image, the brand East, with a ﬂ eet of Europcar becomes Creation of then became 9,000 vehicles and involved in sports Renault is replaced subsidiaries “Europcar®”. more than 1,000 sponsoring. by Compagnie des in Germany, Creation of employees serving The Group sponsors Wagons-lits and Belgium, the subsidiaries in an increasingly a Formula 1 Renault then Volkswagen. Netherlands and Spain, the UK, Italy international team and the InterRent and Switzerland. and Portugal. customer base. Paris-Dakar rally. Europcar merge.

2005

2012 Europcar joins the United Nations 2006 2015 Global Compact launched by Koﬁ Annan at the World Economic Forum in Success of Davos. The Group Europcar’s Initial has thus adopted Public Offering. 2016 the ten fundamental The story of principles of the Europcar has Global Compact convinced a very concerning wide range of the respect of Eurazeo takes French and Acquisition by Human Rights, control of Europcar, Europcar revamps international Europcar of its Irish Labor standards, becoming the sole its brand with a new investors, who have franchisee, bringing the environment shareholder of positioning “Moving joined the Group in the number of the and the ﬁ ght against Europe’s number one your way”, together with its new development Group’s Corporate corruption. car rental group. a change in its logo. phase. Countries to 10.

EUROPCAR REGISTRATION DOCUMENT 2016 5 KEY FIGURES AND SIGNIFICANT EVENTS OF THE YEAR

Key ﬁ gures

The reconciliation between GAAP and non-GAAP aggregates are provided in Sections 3.1 “Analysis of the Group’s earnings” and 3.2 “Liquidity and capital resources”.

Year ended December 31

In millions of euros 2016 2015 2014 2013 2012

Total Revenue * 2,151 2,142 1,979 1,903 1,936 Rental Revenues * 2,002 1,992 1,823 1,756 1,781 Rental Day Volume (in millions) 59.9 57.1 52.8 50.7 50.7

Revenue Per Transaction Day (RPD) (in euros) (1) 33.4 34.9 34.5 34.6 35.1 Average Fleet Size in units (in thousands) (2) 213.8 205.4 189.3 183.6 186.0 Fleet Financial Utilization Rate (3) 76.5% 76.1% 76.4% 75.6% 74.4%

Average Fleet Unit Costs/Month (in euros) (4) (245) (253) (248) (260) (284) Adjusted Corporate EBITDA (5) * 254 251 213 157 119 Adjusted Corporate EBITDA margin 11.8% 11.7% 10.8% 8.3% 6.1% Operating income (IFRS) * 263 222 138 174 141 Net proﬁ t/(loss) * 119.3 (56) (112) (63) (111) Corporate Free Cash Flow (6) 157 86 159 128 60

Cash ﬂ ow after payment of High Yield interest 126 21 85 54 (7) Total Net Debt (including estimated debt equivalent of ﬂ eet operating leases) (7) * 3,265 3,057 3,148 2,818 2,949 Net Corporate Debt (7) 220 235 581 525 568 Net Corporate Debt/Adjusted Corporate EBITDA 0.9x 0.9x 2.7x 3.3x 4.8x

* As set forth in the consolidated fi nancial statements and the notes to the fi nancial statements. These fi gures are presented on a reported basis. Please note that changes to certain aggregates can however be infl uenced by changes to exchange rates. Please refer to Chapter 3. (1) RPD (revenue per transaction day) corresponds to rental revenue for the period divided by the Number of Rental Days for the period. This aggregate, like revenue, may be impacted by currency effects, notably in relation to pound sterling. Readers should refer to Section 3.1 “Analysis of the Group’s earnings” for a discussion of change in RPD. (2) Average fl eet of the period is calculated by considering the number of days of the period when the fl eet is available (period during which the Group holds or fi nances the vehicles), divided by the number of days of the same period, multiplied by the number of vehicles in the fl eet for the period. (3) The fl eet fi nancial utilization rate corresponds to the Number of Rental Days as a percentage of the number of days in the fl eet’s fi nancial availability period; the fl eet’s fi nancial availability period corresponds to the period during which the Group holds vehicles. (4) The average fl eet costs per unit per month is the total fl eet costs (fl eet holding costs and fl eet operating cost) excluding interest expense included in fl eet operating lease rents and insurance fees divided by the average fl eet of the period divided by the number of months in the period. (5) Adjusted Corporate EBITDA is defi ned as recurring operating income before depreciation and amortization not related to the fl eet, and after deduction of the interest expense on liabilities related to rental fl eet fi nancing. The Group reports Adjusted Corporate EBITDA, as it believes that this aggregate provides investors with additional information useful in assessing the Group’s performance. The Group believes these indicators are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Group’s industry. The Group further believes that investors, analysts and rating agencies will use Adjusted Corporate EBITDA to measure the Group’s ability to meet its future debt repayment obligations. Adjusted Corporate EBITDA is not a recognized measure under IFRS, and should not be seen as an alternative to operating income or net profi t as a measure of operating results, or to cash fl ow as an indicator of cash generation. Reconciliation with accounting aggregates is presented in Section 3.1 “Analysis of the Group’s earnings”. (6) Corporate free cash fl ow is defi ned as free cash fl ow before the impacts of the fl eet and acquisitions of subsidiaries. The Group believes that Corporate free cash fl ow is a useful indicator because it measures the Group’s liquidity based on its ordinary activities, including net fi nancing costs on borrowings dedicated to fl eet fi nancing, without taking into account (i) past disbursements in connection with debt refi nancing, (ii) costs that, due to their exceptional nature, are not representative of the trends in the Group’s results, (iii) fi nancial investments, and (iv) cash fl ows in relation to the fl eet analyzed in a separate manner as the Group makes acquisitions using asset- backed fi nancing. Reconciliation with accounting aggregates is presented in Section 3.2 “Liquidity and capital resources”. (7) Total net debt includes net corporate debt and total fl eet net debt. The latter includes all fi nancing in relation to the fl eet whether or not it is recorded in the balance sheet. In particular, the off-balance sheet fl eet debt, i.e. the estimated debt equivalent of fl eet operating leases corresponds to the net book value of applicable vehicles, which is calculated on the basis of the purchase price and depreciation rates of corresponding vehicles (based on contracts with manufacturers). Reconciliation with the debt recognized in the balance sheet prepared in accordance with IFRS is provided in Section 3.2 “Liquidity and capital resources”.

6 EUROPCAR REGISTRATION DOCUMENT 2016 Signiﬁ cant events during ﬁ scal year 2016

Our growth in 2016 INVESTMENT IN WANDERIO

The Group’s growth in 2016 was sustained by the leisure On July 19, 2016, Europcar Groupe took a minority equity activity’s strong dynamics as well as by the sharp expansion investment through Europcar Lab (its entity dedicated to of the low-cost business. innovation) in Wanderio, an Italian start-up created in 2013. Wanderloo’ s aim is to simplify the lives of consumers by offering On the leisure segment, Europcar Groupe has pursued different the best means of transport from point A to point B, based on initiatives to sustain the development of its two principal brands two criteria: price and trip length. Europcar’s investment will ® ® ® Europcar and InterRent . In the framework of the Europcar provide signifi cant support to increase Wanderio’s presence ® brand, the Group continued to develop “Keddy by Europcar ”, in Europe. a dedicated service for tour-operators, travel agencies and brokers; rolled-out an ancillary program in all the Corporate ACQUISITION OF BRUNEL Countries ahead of the summer season, and signed new partnerships. The Group also continued the deployment of On August 16, 2016, Europcar Groupe acquired Brunel, a ride- InterRent®, its low-cost brand, in its Corporate Countries (92 hailing company based in London. Brunel is a leader in private stations at the end of 2016) and through franchisees (in 40 chauffeur services available through mobile applications. It affi liated countries at the end of 2016). mainly targets business customers across a range of industries, notably in fi elds such as investment banking , law , consulting On the business segment, Europcar Groupe has won and fi nancial institutions. several new large corporate accounts and renewed several significant contracts. A strong focus has also enabled the Group to progress signifi cantly on the small and medium-sized ACQUISITION OF THE FRANCHISEE IN IRELAND businesses (SME) segment. On December 12, 2016, Europcar Groupe acquired Europcar Through its Ubeeqo International subsidiary, the Group has Ireland, one of the largest franchisees in terms of revenue. With continued to expand organically and non-organically in new this acquisition, the Group expands its network of subsidiaries mobilities in both the Leisure and Business segments. from nine to ten countries, benefits from substantial flows of leisure customers coming from all of its subsidiaries, and Furthermore, the Group has continued its efforts to improve its strengthens its presence in the mobility segment with the customer experience and strengthened its presence in the new acquisition of both vehicle rental and car-sharing businesses. mobility solutions market. With a long-standing presence in Ireland, Europcar Ireland is a major actor in its market. Europcar Ireland has developed a Acquisitions in 2016 network of 19 stations (cars and light commercial vehicles), including five airport locations, and an average fleet of approximately 5,000 vehicles. ACQUISITION OF THE 3RD FRENCH FRANCHISEE On July 1, 2016, Europcar Groupe acquired Locaroise, the ACQUISITION OF GUIDAMI BY UBEEQO number three French franchisee in terms of revenue. Locaroise On December 23, 2016, Europcar Groupe acquired GuidaMi, has 19 stations and an average fleet of 2,200 vehicles; a the leading self-service car-sharing company in Milan, through large proportion of its customers are small and medium- its subsidiary, Ubeeqo International. 99% of GuidaMi’s share sized businesses. In 2015, Locaroise generated revenue of capital was acquired as part of the acquistion. Ubeeqo approximately €17 million. The investment was made by the nevertheless has an option to purchase the remaining 1% of Group’s French subsidiary, Europcar France, and represented GuidaMi’s share capital until 2018. a cash outfl ow of €9 million. These strategic acquisitions represent a new step in Europcar’s ACQUISITION OF BLUEMOVE BY UBEEQO strategy of offering a complete range of mobility solutions to its customers and realizing its ambitious acquisition program On June 9, 2016, through its Ubeeqo International subsidiary, designed in particular to accelerate the creation of added value Europcar Groupe acquired a 99% majority stake in Bluemove, for its shareholders. a technology start-up in the fi eld of mobility and the leader in car-sharing in Spain.

EUROPCAR REGISTRATION DOCUMENT 2016 7 New bond issue maturing in 2022 New Group organization and acceleration of the deployment of its strategy On June 2, 2016, Europcar announced the successful issue of with the appointment of Caroline Parot, fungible bonds for the amount of €125 million due 2022 and Chairperson of the Management Board a yield 100 basis points below the initial issue. The reduced yield to worst of 4.5140%, or 4.8790% yield to maturity, The new Group organization was deployed in two steps: the refl ects the Group’s improved credit profi le. These bonds are fi rst consisted of assigning defi ned responsibilities among the fungible with the existing bonds due 2022, which were issued members of the Management Board, the second consisted of in June 2015 for the total nominal amount of €475 million launching the project to organize the Group by Business Unit and bearing interest at the fi xed rate of 5.750%, bringing the and establishing new governance bodies. total amount of the issue to €600 million. The proceeds from the bond issue amount to €131 million. Europcar will use the In July 2016 the Group chose a new organization by Business net proceeds from these new bonds to fi nance its targeted Unit to better take into account its “Customers” in order to acquisitio n program, franchises and new mobility services, as accelerate the development of its “Go To Market” strategy. As well as for the Company’s general corporate purposes. a result, the Management Board decided to launch a project to adapt the organization of the Group around fi ve “business units”: (i) BU Cars, (ii) BU Vans & Trucks, (iii) BU Low-cost, Optimization of the fi nancing backed (iv) BU New Mobility, and (v) BU International Coverage. This by the fl eet new organization refl ects the Group’s commercial strategy and allows signifi cant focus on the activities associated with its core On September 27, 2016, Europcar Groupe announced the business while developing new commercial opportunities. improvement of the terms and conditions of its Senior asset Revolving Facility (SARF) and related interest rate swaps. In the context of the new Group organization by Business Europcar Groupe also renegotiated the fi nancing of its fl eet in Unit, which has been in effect since January 1, 2017, the the United Kingdom, and renegotiated, or entered into new, Company has redefi ned the responsibilities of the members fl eet operating leases in order to support growth and improve of its Management Board in order to optimize the deployment profi tability. of this strategy. The senior tranche of the SARF, rated “A” by Standard & Poor’s, On November 25, 2016, the Supervisory Board of the was increased by €200 million, bringing it to €1.3 billion, with Company announced the appointment of Caroline Parot as an improvement of 20 basis points on the margin, i.e. Euribor Chief Executive Offi cer of the Company . She replaced Philippe +150 bp. The fi nal maturity was extended from July 2019 to Germond, with the objective of accelerating the deployment of July 2020. In addition, the interest rate hedging instruments the Group’s strategy to become a leader in mobility solutions were restructured and increased by €200 million to reach worldwide. €1.2 billion. Kenneth McCall, member of the Management Board, was appointed Deputy Chief Executive Officer of the Company on July 22, 2016, in charge of Corporate Countries and New customer experience strategy Operations. During the fi rst half of 2016, Europcar Groupe launched a new Fabrizio Ruggiero, member of the Management Board, was customer experience strategy, in particular, with the deployment appointed Deputy Chief Executive Offi cer of the Company on of two structuring projects aiming to enhance brand preference July 22, 2016, in charge of Sales, Marketing, Customers & and brand differentiation: InterRent. a the “Customer First” program, designed to provide an In addition, other appointments were also made within the improved rental experience for all of the Group’s customers Company on that date: through a comprehensive approach offering a better quality a of service; Jean-Claude Poupard was appointed Chief Financial Offi cer of the Company; a the “Air Force One” project in key airports, the main purpose a of which is to improve and differentiate customer experience Raoul Colantoni was appointed Europcar Italy Managing at the counters in the main airports in which the Group Director; operates. This project covers in particular the management a Gary Smith was appointed Europcar UK Managing Director; of peak periods and queues, fl eet and staff forecasting tools and and new processes which, when implemented, will improve a the services provided to customers. Franck Rohard was appointed Europcar Groupe General Secretary.

8 EUROPCAR REGISTRATION DOCUMENT 2016 Europcar Groupe launches its fi rst global Adjusted Corporate EBITDA rose sharply reaching employee share ownership plan €253.9 million (+3.2% at constant exchange rates) compared to €250.6 million in 2015. This increase results from good On November 10, 2016, Europcar announced the launch of operating leverage, continued cost structure optimization its fi rst share ownership plan reserved for employees of the efforts and improved fl eet utilization rates. Europcar Groupe in 10 countries. In accordance with the 13th and 14th resolutions of the Combined General Meeting of the Europcar Groupe had net income of €119.3 million, in strong Company’s shareholders held on May 10, 2016, on August 31, contrast with the loss of €55.8 million in 2015. 2016 the Company’s Management Board decided to carry out Net corporate debt is noticeably down to €220 million at a capital increase in favor of the members of Europcar’s Group December 31, 2016 (compared to €235 million at December 31, Savings Plan or Group International Savings Plan as part of the 2015), due to the complete reworking of the Group’s fi nancial Esop 2017 Plan. The above-mentioned capital increase was structure following the initial public offering. completed on February 24, 2017, for a total nominal amount of €21,787,312, representing 1.86% of the Company’s share Debt linked to the fl eet reached €3,045 million at December 31, capital at that time. 2016, compared to €2,821 million at December 31, 2015. This change resulted from an increase in the volume of the fl eet in line with the growth in business and a change in vehicle families. Ambitions 2020 Moreover, on February 28, 2017, the Group announced its The Group has entered an acceleration phase of its strategy 2017 objectives in line with its Ambitions 2020 Plan announced with a high ambition for the future: to become a world leader in at its Investors’ Day on October 4, 2016: mobility solutions. By 2020, this ambition is expected to result a organic growth in revenue above 3%; in revenues in excess of €3 billion, through organic growth as a well as acquisitions, and an adjusted Corporate EBITDA margin adjusted corporate EBITDA margin (excluding New Mobility greater than 14% (excluding the New Mobility Division). This Solutions) above 11.8%; 2020 ambition was presented at the Group’s Investor Day on a conversion rate for operating free cash fl ow (corporate) October 4, 2016. Under Ambitions 2020, the Group aims to greater than 50%; take advantage of its leading European position, the strength a of its assets, the implementation of its new organization and its dividend distribution ratio greater than 30%. ability to develop new mobility solutions to reach this ambition. The Group also reaffi rmed its strategic ambition through the deployment of its acquisition plan to increase value creation 2016 fi nancial performance and 2017 forecasts for its shareholders. A detailed description of performance for the year 2016 is Europcar Groupe has achieved the fi nancial objectives that shown in Section 3.2 “Liquidity and capital resources”. The were revised in July 2016. 2017 outlook is described in Section 3.7 “Outlook for fiscal year Total revenue showed organic growth of 2.6% (1) over that of 2017” of this Registration Document (see also Section 3.8.2 2015, reaching €2,151 million. This signifi cant change was “Objectives for the year ending December 31, 2020”). driven by the growth of vehicle rental revenues, up 3.1% at constant exchange rates.

(1) At constant scope and exchange rates and excluding the effect of oil.

EUROPCAR REGISTRATION DOCUMENT 2016 9 Signiﬁ cant post-closing events

Strategic partnership with Shouqi Car Rental Proceedings by the French competition in China authority

On January 12, 2017, Europcar Groupe and Shouqi Car Rental, On February 27, 2017, the French Competition Authority one of the leading car rental companies in China and part of dismissed proceedings related to practices in the car rental the Beijing Tourism Group, announced a worldwide commercial sector. A notice of compaint was issued on February 17, partnership. This partnership represents an excellent opportunity 2015. Europcar France lodged its statement of defense brief for Europcar to benefi t from the growing fl ow of Chinese tourists on May 20, 2015. The rapporteur for the French Competition throughout the world - particularly in Europe - and to give its Authority submitted a report to the College on June 2, 2016. customers access to one of the leading car rental networks in Europcar France replied to this report on September 5, 2016. China. This cooperation between Europcar and Shouqi is a key The hearing before the French Competition Authority’s College strategic step for the two organizations, whose networks are took place on December 12, 2016. On February 27, 2017, complementary, to extend their global reach. the French Competition Authority dismissed the case on the grounds that the practices alleged by the investigation departments had not been established. This decision may be Europcar’s 100% stake in Ubeeqo International subject to appeal before the Paris Court of Appeals. On February 17, 2017, Europcar acquired the minority interest In its financial statements as at December 31, 2016, the held by the founders of Ubeeqo, representing around 24% Group maintained the provision of €45 million refl ecting, as of of the capital of Ubeeqo International. As of the date of this the year ended December 31, 2016, its best estimate of the Registration Document, Europcar Groupe indirectly holds 100% fi nancial risks in the event of an appeal and if the Paris Court of the capital and voting rights of Ubeeqo International through of Appeals were to impose a fi ne notwithstanding Europcar its Europcar Lab subsidiary. France’s arguments in defense of its position. For a description of this arbitration and the settlement agreement see Section 2.7 “Regulatory, Legal and Arbitration Proceedings”.

10 EUROPCAR REGISTRATION DOCUMENT 2016 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES

1.1 HISTORY AND DEVELOPMENT 12 1.6 DESCRIPTION OF THE GROUP’S 1.1.1 Corporate name 12 BUSINESS 27 1.1.2 Place and number of registration 12 1.6.1 Europcar’s brands 27 1.1.3 Date of incorporation and duration 12 1.6.2 Europcar Lab 30 1.1.4 Registered offi ce, legal form and applicable law 12 1.6.3 Mobility solutions 30 1.1.5 History and development of the Group 12 1.6.4 Customers (Business/Leisure) 32 1.6.5 Distribution Channels 35 1.2 GROUP PROFILE 14 1.6.6 Europcar’s network 37 1.6.7 Group organization 44 1.3 PRESENTATION OF THE GROUP’S 1.6.8 Fleet 45 MARKET AND COMPETITIVE 1.6.9 Seasonal nature of the business 48 ENVIRONMENT 16 1.6.10 Suppliers 49 1.3.1 General presentation of the vehicle rental market 16 1.6.11 IT system 49 1.3.2 Growth drivers and general market trends 17 1.6.12 Regulation 51 1.3.3 Information by Corporate Country 18 1.3.4 Information by Business Unit 20 1.7 ORGANIZATION CHART 55 1.7.1 Simplifi ed Group organizational chart 56 1.4 STRATEGY 20 1.7.2 Subsidiaries and equity investments 57

1.5 THE GROUP’S COMPETITIVE 1.8 RESEARCH AND DEVELOPMENT, STRENGTHS 23 PATENTS AND LICENSES 60 1.5.1 Market growth supported by structural trends 1.8.1 Research and development 60 in vehicle rental and mobility solutions 23 1.8.2 Intellectual property, licenses, usage rights, 1.5.2 Established leadership and innovation and other intangible assets 60 conferring competitive advantages 23 1.5.3 Diversifi ed business model 25 1.9 PROPERTY, PLANT AND EQUIPMENT 61 1.5.4 Operational excellence 26 1.5.5 Strong operational cash fl ow generation 26 1.5.6 Dynamic and experienced management team 26

EUROPCAR REGISTRATION DOCUMENT 2016 11 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES HISTORY AND DEVELOPMENT

The ﬁ gures related to the Corporate Countries do not include the Irish subsidiary, a former franchisee acquired by Europcar on December 12, 2016.

1.1 HISTORY AND DEVELOPMENT

1.1.1 Corporate name

The name of the Company is “Europcar Groupe”.

1.1.2 Place and number of registration

The Company is registered with the Versailles Company Register under number 489 099 903.

1.1.3 Date of incorporation and duration

The Company was created on March 16, 2006 for the purpose The Company has a legal life of 99 years as from its registration of Eurazeo’s acquisition of the Europcar International Group. with the Versailles Company Register, subject to early dissolution or extension.

1.1.4 Registered ofﬁ ce, legal form and applicable law

The Company’s headquarters are at 2 rue René Caudron, by the provisions of Book II of the French Commercial Code. Bâtiment OP, 78960 Voisins-le-Bretonneux (Tel.: 00 33 1 30 Before March 9, 2015, the Company was a limited liability 44 90 00). company (société anonyme) with a Board of Directors. Since March 9, 2015, Europcar Groupe is a public limited The Company’s ﬁ scal year begins on January 1 and ends on company (société anonyme) with a Management Board and December 31 of each year. a Supervisory Board under French law governed in particular

1.1.5 History and development of the Group

The Group’s origins date back to 1949, with the creation in Renault in 1970, the Compagnie Internationale Europcars Paris of the car rental company L’Abonnement Automobile by was developed throughout Europe, in particular through new Raoul-Louis Mattei and the pooling in 1961 of the networks subsidiaries and the acquisition of existing business segments. of L’Abonnement Automobile and of Système Europcars, The Compagnie Internationale Europcars’ corporate name another car rental company based in Paris. In 1965, the two (the holding company acting as franchisor) was changed to groups ofﬁ cially merged to form the Compagnie Internationale Europcar International in 1981. Europcars. After its acquisition by the French car manufacturer

12 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES HISTORY AND DEVELOPMENT

In 1988, Wagons-Lits acquired Europcar International from In 2011, the Group started its development of new mobility Renault and then sold 50% of the share capital of Europcar solutions by establishing a strategic joint venture with Daimler 01 International to Volkswagen AG. At the same time, Europcar AG to create Car2go Europe GmbH. At the date of this International merged with the German car rental network Registration Document, the Group holds 25% of the share InterRent, whose sole shareholder was Volkswagen AG. Accor capital of Car2go Europe GmbH. acquired Wagons-Lits in 1991 and became a shareholder with a In 2013, the Group deployed its low-cost brand in Europe, 50% stake in Europcar International, while Volkswagen held the InterRent®, dedicated to leisure travelers. InterRent® offers a remaining 50%. In December 1999, Volkswagen AG acquired competitive car rental service without compromising quality of Accor’s stake, thus becoming the sole shareholder of Europcar service. As of December 31, 2014, InterRent® was deployed International. Starting in 1999, the Group actively expanded in six Corporate Countries in Europe (France, Germany, Italy, beyond Europe, in particular through the development of Portugal, Spain and the United Kingdom) and 40 countries franchises. through the franchise network. On May 31, 2006, Eurazeo acquired, through the Company At the end of 2014, the Group acquired, through its French (created for such purpose) the entirety of the share capital of subsidiary Europcar France, 100% of the shares of EuropHall, Europcar International from Volkswagen AG. an important franchisee of Europcar France for the “East” In 2006, the Group continued its expansion through external region. The Group also acquired a stake of 70.64% in Ubeeqo, growth and acquired Keddy N.V. (Belgium) and Ultramar Cars a French start-up created in 2008 that offers car-sharing S.L. (Spain). solutions. At the date of this Registration Document, Ubeeqo is 100%-owned by Europcar Lab SAS, a French subsidiary In 2007, the Group acquired the UK headquartered operations of the Group, and operates in France, Belgium, Germany, the of National Car Rental and Alamo Rent A Car covering Europe, United Kingdom, Spain (via BlueMove) and Italy (via GuidaMi). the Middle East and Africa (EMEA zone) from Vanguard Car Rental Holdings LLC (“Vanguard”). Vanguard was subsequently On June 26, 2015, the Group was successfully listed on the acquired by Enterprise Holdings, Inc. (“Enterprise”). From regulated market of Euronext Paris. 2008 to 2013, the Group had a commercial alliance with In July 2015, the Group acquired, via its English subsidiary Enterprise relating to the National and Alamo brands operated Europcar Lab UK, a majority stake of 60.8% in E-Car Club, the by Europcar. This alliance ended in August 2013, although the United Kingdom’s fi rst all-electric pay-per-use car club. Group continued to operate the brands National® and Alamo® in EMEA until March 2015. On December 18, 2015, the Group joined the SBF 120 stock market index comprising the 120 top stocks in terms of liquidity In addition, in 2007, the Group acquired one of its Spanish and market capitalization, listed on Euronext Paris. franchisees, Betacar. In 2016, the Group acquired its third-largest French franchisee, In 2008, the Group expanded its direct present in Asia-Pacifi c Locaroise, and its Irish franchisee, GoCar, the leading car- through the acquisition of ECA Car Rental, its main franchisee sharing company in Ireland. The latter acquisition brought the in Asia-Pacifi c, operating in Australia and New Zealand. number of Corporate Countries to 10.

EUROPCAR REGISTRATION DOCUMENT 2016 13 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES GROUP PROFILE

1.2 GROUP PROFILE

The Group is the European leader in rental vehicles and one of revenue and the defi nition of Adjusted Corporate EBITDA, see the main players in the mobility sector. With operations in over the Section “Key figures and significant events of the year” in 130 countries and territories, Europcar offers its customers one this Registration Document and Section 3.1 “Analysis of the of the largest vehicle rental networks, both directly and through Group’s earnings”. its franchises and partners. The Group operates through three main brands, Europcar®, InterRent®, the Group’s low-cost brand, and Ubeeqo®. Customer satisfaction is paramount Europcar’s Brands for the Group and its employees: this commitment drives the Europcar operates its business through three main brands: continuous development of new services. Europcar Lab, for instance, was created to gain a better understanding of the a Europcar® is the Group’s core brand. It is used worldwide future challenges of mobility through innovation and strategic directly and through its franchisee network in order to serve investments such as Ubeeqo and E-Car Club. a wide range of market segments, from high-end to cost- conscious, as well as a portfolio of diversifi ed customers, The Group provides vehicles to its customers for short- and from large corporates (business) to individual leisure medium-term business and leisure rentals through its network customers; of 3,754 stations (including stations operated by agents and franchisees). With an average fl eet of 213,789 vehicles and a a InterRent® has been deployed by the Group since 2013 to volume of 59.9 million rental days in its Corporate Countries target the low-cost segment in order to expand its customer in 2016 (compared to 205,353 vehicles and 57.1 million rental portfolio; days in 2015), the Group uses its extensive knowledge of a Ubeeqo® was acquired by the Group in November 2014 the vehicle rental industry to provide a wide range of mobility in order to expand its mobility solutions offer. Ubeeqo® solutions. is a wholly-owned subsidiary of Europcar as of the date For the year ending December 31, 2016, the Group generated of this Registration Document, as a result of Europcar’s consolidated revenues of €2,150.8 million and Adjusted acquisition on February 17, 2017 of the 24.3% minority Corporate EBITDA of €253.9 million. The Group’s revenues interest held by Ubeeqo’s founders. The acquisition of are composed of rental revenue generated by its subsidiaries Ubeeqo® enables the Group to offer its customers access through directly- or agent-operated rental stations (revenues to a multi-mode reservation platform allowing customers to of €2,002.4 million in 2016, of which 93% was generated in choose the means of motorized transport that best suits Europe and 7% in the Rest of the World, its two operating them: self-service, chauffeur-driven cars or car rental from segments), additional services revenue generated by its an agency, as well as car-sharing services (general public subsidiaries through directly- or agent-operated rental stations or companies). (revenues of €97.1 million in 2016), as well as royalties and fees The purpose of this strategy is to offer the Group’s received from its franchises (€51.3 million in 2016, of which customers a clearly differentiated and coherent portfolio of 63% was generated in Europe and 37% in the Rest of World). brands, to reinforce Europcar’s position in its key markets. For further information on the composition of the Group’s

Europcar® Europcar Service Offerings entire ﬂ eet of electric vehicles in the United Kingdom, have broadened the Group’s mobility offer through its subsidiary, Europcar’s goal is to provide the mobility solution that best Europcar Lab. meets its customers’ needs in a market where expectations are constantly changing. Europcar Customers Europcar offers mobility solutions extending from short-term vehicle rental, via its three main brands, Europcar®, Ubeeqo® The Group’s products and services are offered to a large range and InterRent®, and chauffeur services to car-sharing and a of business and leisure customers. Business customers include platform offering mobility services. Ubeeqo, a specialist in car- large corporates and small and medium-sized businesses, sharing, and E-Car Club, a car-sharing start-up offering an as well as companies that rent vehicles to provide vehicle

14 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES GROUP PROFILE

replacement services to their customers. Leisure customers Europcar Fleet are mainly private individuals who rent a vehicle for the purpose 01 of vacation travel or for everyday or occasional urban or long- During the year ended December 31, 2016, the Group took distance travel. Reservations can be made directly through delivery of approximately 293,300 vehicles and operated an the Europcar mobile site, Europcar websites, reservation average rental fl eet of 213,800 leisure and light commercial centers, in stations or indirectly through travel agents, tour vehicles in the Corporate Countries (+4.1% over 2015). In operators, brokers or the mobile and websites of Ubeeqo 2016, Europcar’s approximate average fl eet holding period and E-Car. Revenue generated by each Corporate Country is was 8.8 months (8.1 months for vehicles (cars and trucks) either balanced across customer categories or more heavily covered by buy-back commitments). The Group purchases infl uenced by one or other category, depending in particular its vehicles from a range of manufacturers with whom it has on the geographic location. longstanding relationships, including primarily Volkswagen, Fiat Group, General Motors, Renault-Nissan, PSA, Hyundai, Daimler and Ford. Europcar’s Network The Group views fl eet management as a key component of Europcar’s network consists of 3,754 rental stations either its expertise. The Group has signifi cantly increased its fl eet directly operated by the Group or operated by agents and financial utilization rate in recent years through focused franchises. In order to strengthen its international operations, the actions: it reached 76.5% in 2016. Fleet management and Group has entered into partnerships (particularly in the United the improvement of the fl eet fi nancial utilization rate are based States, Canada and Japan) and commercial and general sales on internal Group procedures, on the Revenue and Capacity agency arrangements. Europcar has eight Corporate Countries Management teams that were established during 2012 at in Europe and two in Australia and New Zealand. Rental stations a centralized level and throughout all operating subsidiaries within these Corporate Countries are mainly directly operated and on the centralized “GreenWay®” system and its various by the Group and by agents. Franchise stations strengthen the specialized modules. network in certain Corporate Countries (particularly in France, the Group’s birthplace) and especially in other countries. This network of franchisees makes it possible to offer customers Europcar Lab a consistent and continuous offering worldwide, increase the The Group created Europcar Lab in the second half of 2014 Group’s brand visibility, and increase its revenue from royalties. to study mobility market usages and search for new mobility As of December 31, 2016, the Group had 2,495 rental stations solutions opportunities with mobility actors worldwide, whether in Europe, of which 1,027 were directly-operated by the Group, such opportunities be with customers, partners, or technology 602 were agent-operated and 866 were franchises. At the or mobility expert consultants. Europcar Lab is intended to be same date the Group had 1,259 rental stations in the Rest of an ideas incubator for new products and services that provide the World, of which 76 were directly-operated by the Group, mobility solutions for the Group. It aims to support internal 15 were agent-operated and 1,168 were franchises. projects and secure minority and majority stakes in innovative structures. Europcar Lab holds stakes in Ubeeqo International (100% owned as of the date of this Registration Document) and E-Car Club (80% owned).

EUROPCAR REGISTRATION DOCUMENT 2016 15 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES PRESENTATION OF THE GROUP’S MARKET AND COMPETITIVE ENVIRONMENT

1.3 PRESENTATION OF THE GROUP’S MARKET AND COMPETITIVE ENVIRONMENT

The market information presented in this Section was obtained from Passport, a tool provided by Euromonitor. Market shares have been calculated on the basis of the revenue generated by each of the players in the sector.

1.3.1 General presentation of the vehicle rental market

Present in over 130 countries and territories worldwide in 2016, In Europe, the main vehicle rental companies generally operate Europcar is a global operator and the European leader in vehicle through a combination of directly operated stations and stations rentals. The Group’s strategic positioning is based on (i) ten operated by agents or franchisees. The European market is “Corporate Countries” in which it has long been present and distributed fairly evenly between the business and leisure has extensive experience (Germany, Australia, Belgium, Spain, market segments, with some differences from one country France, Italy, New Zealand, Portugal, the United Kingdom to the next. The European market is also characterized by and recently Ireland); and (ii) a network of franchises, agents, the need for an extensive network of rental agencies in order partnerships and general sales agency agreements that enable to cover the entire targeted customer base. Moreover, even the Group to reinforce its network in certain Corporate Countries though they may have regional, continental or global strategies, (notably in France) and to extend its presence throughout the each of the players operating on the European market must world. Accordingly, this network allows the Group to cover (i) ensure that they comply with the laws and regulations of nearly the entire world market estimated at approximately each country, which may change at any time, and (ii) adapt to €57.0 billion in 2015 (source: Euromonitor). the multiple regional differences in consumer habits. The many operating complexities mentioned above represent a challenge The vehicle rental industry is generally characterized by intense for operators wishing to enter or expand their presence in competition with global, local and regional actors. It is based Europe. primarily upon price and customer service quality, including the availability and return of vehicles, ease of vehicle reservation, The European market is relatively fragmented compared with reliability, the location of rental stations and product innovation. the US market. The five largest operators in the European In addition, competitive positioning is also influenced by market represented approximately 60% of market share in advertising, marketing and brand reputation. the Corporate Countries in 2015, whereas the three largest operators in the US market represented approximately The use of technology has increased pricing transparency 95% of market share in the United States in 2014 (source: among vehicle rental companies by enabling customers to AutoRentalNews). This difference is due to the presence in more easily compare on the Internet the rental rates available several European countries of strong local players that have from various vehicle rental companies for any given vehicle. relatively signiﬁ cant market shares. The Group has two main competitors, Avis Budget Group and Hertz, in each of the The European vehicle rental market European countries in which it operates. In addition to these two players, other companies and brands have significant The vehicle rental market in Europe (1) represented approximately market share and footprints in certain countries, in particular €13.3 billion in value in 2015 (source: Euromonitor). The Sixt in Germany, Enterprise in the United Kingdom and Goldcar, European Corporate Countries represented a total estimated mainly in Spain. The market shares of the main players of the market of €10.0 billion in value in 2015 (an increase of around vehicle rental industry in the Corporate Countries in Europe 3.2% over 2014). where Europcar has a presence were approximately 26% for Europcar, 18% for Avis, 15% for Hertz, 6% for Sixt and 8% for Enterprise in 2015 (source: Euromonitor).

(1) 28 countries of the European Union, Norway, Switzerland, Bosnia-Herzegovina, Montenegro, Serbia, Kosovo and Macedonia.

16 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES PRESENTATION OF THE GROUP’S MARKET AND COMPETITIVE ENVIRONMENT

The market in the rest of the world in two Corporate Countries, Australia and New Zealand, which together represented a market with an estimated value of 01 In 2015, North America represented an estimated market €1.3 billion in 2015, and through a commercial cooperation of €25.4 billion. Asia-Paciﬁ c was estimated at €10.6 billion, agreement in Japan) and in South America. Moreover, the followed by Africa and South America, estimated at €3.2 billion Group operates in the Middle East and Africa through a well- and €2.7 billion, respectively (source: Euromonitor). developed franchise network, partnerships and general sales In the North American market, the Group entered into agency arrangements. In January 2017, the Group entered commercial alliances with various partners in order to promote into a partnership with the Chinese group, Shouqi, enabling the cross-referral of customers and offer services in over 130 it to have a presence in the Chinese market and to provide countries. The Group is also present in Asia-Paciﬁ c (in particular customer cross-referrals.

1.3.2 Growth drivers and general market trends

Macroeconomic conditions and demand companies and companies offering car-sharing and ride- for vehicle rentals sharing services, as well as platforms (like Europcar Groupe and Ubeeqo). More generally, this market also includes operators Demand for vehicle rentals is tied to macro-economic conditions whose activities or services are related and complementary in the countries where the Group does business. In particular, (such as insurance companies, vehicle leasing companies, demand is correlated with changes in gross domestic product car park operators, car manufacturers, tour operators, travel (GDP) and with infl ows of international travelers, which in turn agencies, companies offering micro-mobility, telematics is tied to levels of air and rail traffi c. solutions or data storage that develop new mobile applications). Customer segments’ diversity helps reduce the sensitivity of the New mobility solutions are being developed in particular in the vehicle rental business to the economic environment: demand in following areas: the business segment is generally tied to the macro-economic a environment, with signifi cant differences between countries. It is car-sharing, which was initially based on business-to- particularly driven by GDP in key markets, through the general consumer, or B2C, models, as well as peer-to-peer, or P2P, business climate and expenditures on business travel. In the models, but now also includes business-to-business, or leisure segment, including vehicle rentals in airports, demand B2B, models, and may be based on either a one-way or is mainly driven by changes in infl ows of international travelers, round-trip itinerary; and is therefore closely correlated with airline activity. a intermodal solutions providing a digital platform that brings together different means of transportation (public transport, rental vehicles, taxis and other mobility solutions) in order New mobility solutions to be able to offer the best possible itinerary to customers The vehicle rental industry has been undergoing structural for any given trip; changes tied to technological advances and the resulting a transportation services offering the possibility of traveling in changes in customer preferences and behaviors. Technological a vehicle driven by a professional or private driver, as well improvements have enabled providers of mobility solutions to as ride-sharing solutions offering subscribers the possibility develop innovative new products and services to respond to of sharing rides in vehicles driven by a private individual. the constantly evolving needs of their customers. Consumer demand has migrated towards more fl exible and economic Accordingly, the new players in the mobility solutions market mobility solutions with a smaller impact on the environment, and vehicle rental companies are all benefiting from the in particular to solve the problem of increased traffi c and to decreasing number of vehicle owners in capitals and large adapt to government policies limiting the use of vehicles in European cities. They are currently targeting different user urban areas. needs, notably in terms of rental duration, with vehicle rental companies mostly providing longer-term rentals than other Accordingly, the way people use vehicles has been changing companies. Nevertheless, the Group believes that vehicle rental over the last few years: the acquisition and ownership of companies are well positioned to seize growth opportunities vehicles are increasingly irrelevant to actual usage. This in the new mobility solutions market. Indeed, such companies change has accompanied the supply and expansion of various can capitalize on key competitive advantages such as brand services traditionally offered by companies that concentrate recognition, customer diversity, fl eet size and fl eet-management all their activities on the mobility market, such as vehicle rental expertise, network density and experience in the industry.

EUROPCAR REGISTRATION DOCUMENT 2016 17 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES PRESENTATION OF THE GROUP’S MARKET AND COMPETITIVE ENVIRONMENT

The development of the low-cost market The Group is present in the low-cost segment through its segment InterRent® brand. This brand has been progressively deployed since 2013 and competes with some of the leading players in As has been the case in other industries, the European vehicle the vehicle rental sector as well as with independent players rental market has seen the development of low-cost offers in with varying market shares in different countries. In the United recent years to meet increased demand for more affordable Kingdom, the principal players include the low-cost brands of services. The low-cost market segment may be defi ned as all established companies in the industry, such as Greenmotion low-price rental offers including a reduced number of services and Easirent. In Germany, the principal players include the and providing less recent vehicles and a more limited selection low-cost brands of established companies in the sector, such of categories, brands and models. This market segment as Firefl y, as well as independent players such as Buchbinder represented approximately 14% of the vehicle rental market and Star Car. In France, the Group principally competes with (around €1.4 billion in value) in the Corporate Countries in independent companies such as Ada, Ucar, France Cars and Europe in 2015 (Source: BCG estimate of the size of the low- Rent a Car. In Spain, Italy and Portugal, the low-cost market cost market in 2015 (1)). developed rapidly in order to provide targeted offers at low- This segment is mainly covered by a certain number of cost to a signifi cant number of leisure customers. The principal independent players with a business model and brand strategy market players in these countries are independent companies specifi c to this market segment (less modern vehicles, more such as Goldcar, RecordGo and Centauro in Spain, and Sicily limited service offering, lower costs). However, the low-cost by Car in Italy and Goldcar and Drive on Holidays in Portugal. segment is characterized by the increased presence of the main players in the vehicle rental sector through strategies based on the development of differentiated offerings under another brand that is clearly identifi ed as low-cost.

1.3.3 Information by Corporate Country

The vehicle rental market in the Corporate Countries generated GERMANY total revenue of approximately €10 billion in 2015, an increase The German vehicle rental market generated total revenue of of more than 3.2% over 2014 (Euromonitor estimate of the size approximately €2.2 billion in 2015, (i.e. growth of 6.5% versus of the car rental market in the 10 Group countries in 2015). 2014). The Group provides an analysis below of the markets in which The Group is the second-largest player in this market, with it operates via its Corporate Countries. Market share in each a market share of approximately 28.2% in 2015 (versus Corporate Country is calculated on the basis of revenue 28.4% in 2014). The Group’s main competitors are Sixt, Avis (excluding royalties received from franchisees). Budget, Hertz and Enterprise, with respective market shares of approximately 33%, 13%, 9% and 4% in 2015, compared to approximately 31%, 14%, 10% and 5% in 2014.

(1) On the basis of revenue generated in 2015 by the “low-cost” brands of the principal participants in the vehicle rental market and local independent companies that disclose their positioning and “low-cost” revenue.

18 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES PRESENTATION OF THE GROUP’S MARKET AND COMPETITIVE ENVIRONMENT

BELGIUM PORTUGAL The Belgian vehicle rental market generated total revenue of The Portuguese vehicle rental market generated total revenue of 01 approximately €0.3 billion in 2015 (i.e. growth of 4.2% versus approximately €0.4 billion in 2015 (an increase of approximately 2014). 5.5% compared to 2014). The Group is the leader in this market, with a market share The Group is the leader in this market, with a market share of of approximately 42% in 2015 (versus 41.6% in 2014). The approximately 34% in 2015 compared to approximately 33% Group’s main competitors are Avis Budget, Hertz and Sixt, with in 2014. The Group’s main competitors are Avis Budget, Hertz respective market shares of approximately 19%, 11% and 7% and Choice Car, with respective market shares of approximately in 2015, compared to 19%, 12% and 7% in 2014. 19%, 12% and 10% compared to approximately 19%, 12% and 10% in 2014. SPAIN UNITED KINGDOM The Spanish vehicle rental market generated total revenue of approximately €1.5 billion in 2015 (a 5.5% increase over 2014). The UK vehicle rental market generated total revenue of approximately £1.5 billion in 2015 (an increase of more than The Group is the leader in this market, with a market share 3.7% compared to 2014). of approximately 20.2% in 2015 (versus 19.9% in 2014). The Group’s main competitors are Avis Budget, Hertz, The Group is the second-largest player in this market, with a Enterprise, Goldcar and Sixt, with respective market shares of market share of approximately 29.6% in 2015 (slightly down by approximately 17%, 13%, 11%, 7% and 6% in 2015, compared 0.5 point compared to 2014). The Group’s main competitors to 17%, 13%, 10%, 6% and 6% in 2014. are Enterprise, Hertz, Avis Budget and Sixt, with respective market shares of approximately 31%, 14%, 11% and 7% in FRANCE 2015, compared to approximately 30%, 14%, 11% and 7% in 2014. The French vehicle rental market generated total revenue of approximately €2.7 billion in 2015 (stable in relation to 2014). AUSTRALIA The Group is the leader in this market, with a market share of The Australian vehicle rental market generated total revenue approximately 23% in 2015 compared to 22% in 2014. The of approximately AUD 1.5 billion (equivalent to approximately Group’s main competitors are Avis Budget, Hertz, Sixt and €1.0 billion), an increase of 3.6% compared to 2014. Ucar, with respective market shares of approximately 14%, 13%, 4% and 4% compared to approximately 14%, 13%, 5% The Group is the third-largest player in this market, with a and 4% in 2014. market share of approximately 11.0% in 2015 (versus 11.1% in 2014). The Group’s main competitors are Avis Budget and ITALY Hertz with respective market shares of approximately 33% and 28% in 2015, compared to approximately 36% and 31% in The Italian vehicle rental market generated total revenue of 2014. approximately €1.0 billion in 2015 (unchanged from 2014). The Group is the third-largest player in this market, with a market NEW ZEALAND share of approximately 20% in 2015 (versus 19% in 2014). The New Zealand vehicle rental market generated total revenue The Group’s main competitors are Avis Budget (acquisition of approximately NZD 0.5 billion (equivalent to approximately of Maggiore in 2015), Hertz and Sixt, with respective market €0.3 billion), an increase of approximately 3% compared to shares of approximately 38%, 24% and 7%, compared to 2014. approximately 24%, 24% and 7% in 2014. The Group is the fourth-largest player in this market, with a market share of approximately 7.3% in 2015 (versus 6.7% in 2014). The Group’s main competitors are Avis Budget, Hertz and Tourism Holdings, with respective market shares of approximately 43%, 23% and 12% in 2015, compared to 41%, 23% and 12% in 2014.

EUROPCAR REGISTRATION DOCUMENT 2016 19 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES STRATEGY

1.3.4 Information by Business Unit

In 2016, the Group decided to adopt a new Group organization revenue of approximately €82 million in 2016, the Group has a by Business Units, which has been in effect since January 2017. market share of approximately 6% in this segment. These fi ve Business Units are Cars, Low-cost, Vans & Trucks, International Coverage & New Mobility Services. NEW MOBILITY SERVICES The Group provides an analysis of three of these Business The new mobility solutions market is experiencing growth Units below. after mainly, in urban environments in most of the Corporate Countries. At this stage, it is diffi cult for the Group to obtain CARS estimates of the current size of this market or its potential for future growth. In 2016, the Group achieved revenue of about The car rental market in the Group’s Corporate Countries is €5 million in this market segment. estimated at approximately €10 billion (Source: Euromonitor). With revenue of approximately €1.8 billion in 2016, the Group is the European leader in this segment, with a market share of INTERNATIONAL COVERAGE approximately 18%. This BU comprises all of the Group’s activities outside its 10 Corporate Countries. The market is estimated at about VANS & TRUCKS €47 billion (Source: Euromonitor 2015). In 2016, the Group received about €45 million in commissions from its franchisees The Vans & Trucks rental market in the Group’s Corporate and its commercial partners corresponding to the revenue of Countries is estimated at approximately €2.4 billion (1). With the International Coverage BU. revenue of approximately €212 million in 2016, the Group has a market share of approximately 9% in this segment. Refer to Section 1.6.7 “ Group organization” and Section 5.1.5 “ Other management bodies” of this Registration Document for LOW-COST more information on the management of the Group and the Corporate Countries within the new organization Group built The low-cost car rental market in the Group’s Corporate into fi ve Business Units. Countries is estimated at approximately €1.4 billion (2). With

1.4 STRATEGY

Europcar Groupe is the European leader in vehicle rental with though the outlines of the new mobility solutions market are a global reach through a strong network of franchisees and yet to be deﬁ ned, it offers opportunities for Europcar to offer partnerships, and a major player in mobility markets. The Group solutions to meet customers’ constantly evolving needs. To operates in a growing market supported by structural trends in that end, Europcar Groupe’s ambitions are structured around vehicle rental and mobility solutions. Its established leadership two areas: and innovation confer a competitive advantage in a changing a consolidate its position as number one in Europe environment and underpin the Group’s ambition to become through four main pillars: a global leader in mobility solutions. The Group’s initial public offering and the associated optimization of its balance sheet a reinforce its “customer centric” approach to structure have been major steps in the Company’s growth, improve its service offers: Europcar Groupe intends providing the resources to accelerate its strategy. to pursue a strategy focused on its customers’ current and future needs. The appointment of a Director of Europcar Groupe intends to reinforce this leadership in all of its Customer Experience at the end of 2015 and the launch countries and develop in both the vehicle rental segments and of its Customer First project, with ambitious goals, reﬂ ect the emerging segment of new mobility solutions, highlighting this desire, the growth in its customer base, the improved quality of its services and the extension of its solutions portfolio. Even

(1) Source: 2015 McKinsey report. (2) Source 2015 BCG report.

20 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES STRATEGY

a develop the Group’s presence on the “Low-cost” advantages such as customer diversity, fl eet size, fl eet and “Vans & Trucks” segments: setting up a new management expertise and its network density to seize 01 organization by Business Unit will enable the Group to opportunities resulting from new mobility trends to better deploy its know-how and benefi t from its assets, taking respond to customers’ needs, into account the specifi c characteristics of each business a leveraging its network. The Group’s network is the model in order to accelerate the creation of value, backbone of its business, organized throughout both its a pursue operational excellence: since the end of 2011, stations and back-offi ce operations, enabling it to operate in particular through its Fast Lane transformation program, effi ciently on a large scale. Europcar Groupe considers the Group has laid down the foundation for sustainable, that its network makes all the difference in a new mobility profitable growth. The Group intends to continue to ecosystem. Accordingly, the Group plans to continue to increase its effi ciency at all levels of the organization, optimize its network in a dynamic manner and leverage a increase its presence: the financial headroom now its know how to develop its network as a service. enjoyed by the Group allows it to plan external growth Faced with the rapid changes in the mobility services transactions aimed at acquiring customer bases or segment, Europcar Groupe considers that its ambitions will accelerating certain “go-to-market” initiatives on the best be achieved by organic growth initiatives and supported fragmented vehicle rental market; by partnerships and/or acquisitions. In particular, the Group a grow beyond the Company’s current model, via three estimates that about half of its revenue growth ambitions main levers: by the fiscal year ending December 31, 2020 (or about €500 million), should be associated with external growth a boost its international coverage for all the transactions (refer to Section 3.8.2 “ Objectives for the year services provided by Europcar Groupe . Supported ending December 31, 2020” of this Registration Document). by its network of franchisees, partners and sales The objective in terms of growth in the Group’ s revenue, all representatives, the Group intends to continue to Business Units combined, should accordingly be more than strengthen and expand internationally. In addition, the €500 million from acquisitions and between €300 and €500 Group aims to extend its presence where opportunities million from organic growth. The Group’s margin for fi nancial present themselves. Developing partnerships responds manoeuver allows it to consider acquisitions. Moreover, based to a policy of meeting our customers’ needs. on the acquisition opportunities that the Group may select a invest in New Mobility Services and explore adjacent and their timings, the Group may ask its shareholders and/or models. Europcar Groupe aims to create an ecosystem fi nancial partners for additional fi nancial resources in order to of mobility services that complements its vehicle rental accelerate the achievement of its ambitions. offering. The Group plans to leverage key competitive

Key enablers to deliver our ambitions

1) Our people 2) Our assets and know-how

The Group’s ambitions are shared and supported by its 6,461 The Group has a number of key assets that form the levers/ employees (on a full-time equivalent basis). The Group employs foundations of its business model and are vital to its future competent and highly committed employees across the ten development: countries in which the Group is etablished. The success of a a dense and global network with a majority of stations close the Group’s strategy and growth depends on the experience to where its customers live and work; and strength of its management team. The Group’s senior management team has been renewed over the last four years a a large and diversified customer base, with a strong and is now composed of executives with complementary improvement in customer satisfaction (as measured in 2016 backgrounds from top-tier companies in various industries. The by our NPS), and a CRM system that allows it to leverage Group’s top management is supported by an organizational close customer relationships implemented over the coming structure consisting of highly complementary international and years; local teams that have the knowledge, passion and vision to lead a a ﬂ exible and low-risk ﬂ eet, together with strong skills in the Group in the execution of its strategy. logistics, maintenance, and optimization of utilization rates; a a strong portfolio of brands.

EUROPCAR REGISTRATION DOCUMENT 2016 21 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES STRATEGY

Europcar considers that the assets and the know how that 5) A new organization by Business Unit in have made the Company the clear car rental industry leader order to better meet customer expectations it is today will enable it to capture attractive market trends and anticipate industry challenges while retaining its operational excellence and leadership (see Section 1.5 “The Group’s competitive strengths”). As part of its ambitions, the Group has decided to organize itself into fi ve Business Units in order to better meet customer new expectations, to be better positioned to seize emerging 3) Customer Experience business opportunities and to be more effi cient in the face of competition. The roll out of this new organization was The Group serves more than 5.5 million drivers every year. implemented at the beginning of January 2017. Combined with its operational excellence, the delivery of a different kind of experience can be a strong lever to create a “Cars” Business Unit, the objective of which is to reinforce more value. the Group’s number one position in Europe. Over the last year, the Group has initiated a comprehensive a “Vans & Trucks” Business Unit, the Group’s intends to make program named “Customer First”, aimed at analyzing the the European leader. expectations and preferences of Europcar’s best customers in a “Low-cost” Business Unit, the objective of which is to order to increase their satisfaction through differentiated service become the leader in Europe. levels. The Group’s end goal is to increase customer loyalty and repurchase intentions. This approach is being implemented a “New Mobility” Business Unit, with which the Group aims across all distribution channels and all countries to address to address new usages. the full range of customer contact points throughout the whole a “International Coverage” Business Unit, for which the organization. ambition is to expand the Europcar Groupe’s services The Group intends to take advantage of the initial feedback to globally. focus more closely on customers and their consumption habits The development of each of these business units will be to improve its service propositions in a constantly changing strongly supported by: environment. a a very granular network, representing 3,754 stations in more than 130 countries, in airports, railway stations and city and 4) Group Digitalization suburban centers; and Digitalization is a disruptive force in the mobility market and a the Group’s key functions, namely Commercial, Customer the Group considers this to be a great opportunity to improve Experience, Finance, Human Resources, IT, Legal and customer experience. The Group is working on four main Marketing & Innovation (through Europcar Lab). areas in which digitalization is used as a tool to accelerate its development, in a manner that is fully consistent with the Customer First program described above: 6) Cash fl ow generation/fi nancial headroom a accelerate online revenue and direct-to-brand growth: the The Group’ s initial public offering and the concomitant Group currently receives 60% of its bookings on line but optimization of the balance sheet structure was a major step in believes this share will increase in the future, notably for the the Company’ s development. The resulting signifi cant reduction direct-to-brand segment; in net corporate debt enables the Group to implement its strategy. In addition, the Group’s resilient, low-risk business a expand the digital experience to improve the conversion model will help to generate regular cash fl ow. These fi nancial rate and value per user; capacities enable the Group to sustain its organic and external a enhance satisfaction through a personalized approach and growth. Moreover, based on the acquisitions opportunities customer experience, using preferences already set via the that the Group may select and their timings, the Group may Internet; ask its shareholders and/or fi nancial partners for additional fi nancial resources in order to accelerate the achievement of a improve and enrich the Group platforms, offering more its ambitions. combined mobility services.

22 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES THE GROUP’S COMPETITIVE STRENGTHS

1.5 THE GROUP’S COMPETITIVE STRENGTHS 01

1.5.1 Market growth supported by structural trends in vehicle rental and mobility solutions

Vehicle rental market growth in the Corporate Countries from the increase in costs related to vehicle ownership and should continue to rise in the short- and medium-term due to public policies towards car usage in urban centers. several positive structural factors: GDP growth, the increase These market dynamics contribute to a growing population in the number of leisure trips and in air trafﬁ c as well as new of potential users of vehicle rental services and to the market methods of use in terms of mobility. The value of the vehicle trend towards mobility solutions and other innovative service rental industry in the Group’s Corporate Countries in Europe offerings. This should provide the Group with new revenue should continue to increase by approximately 2.5% and 2.4% opportunities, in particular given the high levels of urban density in 2016 and 2017 respectively (source: KPMG Study 2014). in Europe. Furthermore, the Group believes that changing perceptions of car ownership should foster increasing growth in the vehicle leasing market. These changing perceptions stem in particular

1.5.2 Established leadership and innovation conferring competitive advantages

With over 65 years of experience, Europcar has a worldwide The chart below sets out the market share of the Group and its presence and is one of the key players in the mobility industry. principal competitors in Corporate Countries in Europe in 2015: The Group has a wide and international network serving a EUROPCAR’S 2015 MARKET SHARES IN CORPORATE broad range of customer mobility needs based on sophisticated COUNTRIES IN EUROPE revenue and ﬂ eet capacity management. The Group leverages these strengths to deploy innovative solutions and services to better serve changing customer mobility usages. 26% In 2015, the Group was the leading European vehicle rental organization. More speciﬁ cally, it is number one in France, 18% 15% Belgium, Spain and Portugal, number two in Germany and the United Kingdom and number three in Italy (source: 11% Euromonitor). In 2015, the Group’s competitive positioning 8% within the franchisee countries in Europe was also excellent.

EuropcarAvis Hertz Sixt Enterprise

Source: Euromonitor The Group believes that this leading position in Europe is sustainable due to, among other things, the scale of its operations (average fl eet of 213,789 vehicles in its Corporate Countries in 2016), and the quality of its network, its triple brand strategy (Europcar®, Ubeeqo® and InterRent®) and its ability to manage complex operating systems and fi nancing structures in a fl exible and effi cient manner. Over the 2009 to

EUROPCAR REGISTRATION DOCUMENT 2016 23 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES THE GROUP’S COMPETITIVE STRENGTHS

2015 period, the Group’s market share in Corporate Countries The Group’s network, particularly in its Corporate Countries, in Europe remained stable between 24.5% and 26% (source: is supported by its proprietary GreenWay® system, a powerful Euromonitor). The European vehicle rental market is one of the and effective reservation platform and revenue capacity most diffi cult to penetrate due to the multiplicity and diversity and fleet management tool. The Group’s network is also of jurisdictions with different rules and regulations and with commercially supported by the use of forecasting models that regional differences in consumer habits. The Group believes help to determine pricing while also optimizing the distribution, that its extensive local presence and professional expertise planning, allocation and yield of the fl eet according to demand. allow it to respond effectively to the complex and highly diverse The Group has a diversifi ed customer base of approximately nature of its markets. 5.5 million drivers in 2016 that it reaches through a wide variety Moreover, the Group’s solid positioning across various countries of distribution channels in Europe allows it to track and anticipate changing levels of The Group’s efficient fleet management benefits from demand and market trends and therefore to better manage central coordination and local initiatives, leveraging strong, the size of its fl eet. The Group is also consolidating its network longstanding partnerships with vehicle manufacturers. In through acquisitions of franchisees. addition, the Group takes a pragmatic approach to fleet The Group has a global footprint, with approximately 3,754 management, optimizing the mix between pan-regional and stations (including franchises) in over 130 countries and local contracts, maintaining short- and long-term fl exibility in territories in 2016 and numerous general sales agency (GSA) volume commitments and vehicle holding periods to meet arrangements and partnerships. Franchises enable the Group fl uctuations in demand, particularly seasonal, and adapt to to extend its network and are a source of high-value growth changing economic conditions. This efficiency also relies with lower risk, while its partnerships and alliances provide on repurchase commitments the Group has obtained from additional market penetration in growing markets. manufacturers that give it the fl exibility to react to changes in demand. The Group’s GSA strategy, (approximately 32 GSA arrangements at end-2016 versus 30 at end-2015) and partnerships with The Group leverages this extensive experience and know-how major airlines and travel intermediaries allow the Group to be in the vehicle rental industry to focus on innovation, enhance present at points of entry for inbound and outbound traveler the customer experience and seize opportunities arising from traffi c. The Group relies on partners in addition to its franchisees, new mobility trends. In response to targeted customer mobility particularly in the United States, Canada and Japan, as well needs, the Group has a “Lab” that is designed to draw on these as on commercial and general sales agency arrangements. technological innovations proposed by in-house and external In the United States the Group concluded a partnership with innovators to design new products and services in the area Advantage Opco (“Advantage”) through which the Group can of mobility solutions. This enables the Group to stay at the service its customers in the United States under its Europcar® forefront of this rapidly evolving and expanding market. The brand and via the Advantage network, and Advantage can Group also holds majority stakes in Ubeeqo (2014), a French serve its customers under its own Advantage-Rent-A-Car start-up specializing in car-sharing and fleet and mobility brand via the Europcar network in regions in which the solutions for the business market, and E-Car Club (2015), Group operates. This alliance allows the Group to extend its the fi rst all-electric pay-per-use car-sharing club in the United proprietary network and improve its services for its customers Kingdom. Europcar is also a stakeholder in a joint venture with in the United States. In February 2015, the Group also entered Daimler, Car2go Europe, which is also present in the consumer into a new agreement with a general sales agent in the United car-sharing market. States (“Discover the World”), which improves outbound fl ows of United States customers to Corporate Countries. Moreover, in order to develop its activities in China, the Group entered into a two year general sales agency agreement (which came into force on April 21, 2014), which was recently renewed for a further two years, with an online Chinese travel agency pursuant to which the agency has been appointed to act as a non-exclusive representative authorized to promote and offer Europcar’s rental services. This agreement allows the Group to promote outbound fl ows of customers from China into its Corporate Countries.

24 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES THE GROUP’S COMPETITIVE STRENGTHS

1.5.3 Diversiﬁ ed business model 01

The Group’s business model is based on a well-balanced BREAKDOWN OF GROUP RENTAL REVENUE IN CORPORATE and complementary revenue base, which optimizes fleet COUNTRIES BY BUSINESS UNIT IN 2016 utilization and its network and related costs and allows it to limit dependency on specifi c sectors or industries. 1,809 5 The Group has a broad customer base, well balanced between BU Cars BU New Mobility business and leisure customers (which generated 41.9% and 211 45 58.1%, respectively, of total Group rental revenue in 2016). This BU Vans BU International mix helps the Group manage seasonality over the year (with & Trucks Coverage leisure peaks during the summer and business demand more 81 stable throughout the year) and during the week (weekend for BU Low Cost leisure and weekdays for business). The Group’s contractual relationships with numerous large corporate customers, as well as with small and medium-sized businesses across multiple industries contribute to the stability of the Group’s business rental revenue, in particular during periods outside of tourist seasons and during business days. The Group’s leisure activity Source: Company involves rentals that are longer in duration and generate more revenue per transaction day than business rentals. The Group The Group’s revenue base is optimized between airports, also addresses the leisure segment through its portfolio of where customer traffi c is relatively higher, and non-airport partnerships with recognized leaders in the travel industry, locations. In 2016, the Group’s network included directly- including major European airlines, tour operators and hotel and agent-operated stations in 291 airports. These stations groups, such as EasyJet, Air Caraïbes, TUI, Accor and Aerofl ot. represented 17% of corporate and agent-operated stations in Within the leisure segment, the Group benefi ts from its core 2016, and yet generated 43% of the Group’s rental revenue brand Europcar® in the medium and upscale markets and is in the same year. deploying its InterRent® brand in the low-cost market. This diversifi cation, along with the Group’s operating expertise The Group’s revenue base is also geographically diverse. and effective management and information systems, allows The Group’s rental revenue (excluding royalties received from it to reach to a high fl eet fi nancial utilization rate, which was its franchisees) in Corporate Countries for the year ending 76.5% in 2016. December 31, 2016 was as follows: The Group’s diversified customer base and network are supported by a flexible fleet that has one of the highest proportions of buy-back agreements in the industry, a diverse 26% 11% fl eet supply and fl exible fl eet fi nancing. Approximately 92% Germany Italy of Europcar’s 2016 fl eet vehicles delivered were covered 19% 7% by such buy-back agreements. This high level of buy-back UK Australia/ agreements not only limits risk by providing greater fl eet cost New Zealand 17% visibility, but it also increases fl exibility, with the commitments France 5% generally allowing for a fi ve to eight month buy-back period Portugal 12% deliberately chosen by the Group in order to manage the Spain 3% seasonality inherent to the business. The sourcing of the Belgium Group’s fleet is also diversified in terms of automobile manufacturers and brands: in 2016, approximately 30% of its fl eet was acquired from Volkswagen, 14% from General Motors, 14% from Fiat, 11% from Renault, 10% from Peugeot Citroën, 7% from Daimler, 4% from Hyundai-Kia, 2% from Ford and the remaining 8% from other manufacturers. The Group can periodically and opportunistically enter into multiyear framework contracts (generally for a two-year term) with certain manufacturers to ensure fl eet availability.

EUROPCAR REGISTRATION DOCUMENT 2016 25 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES THE GROUP’S COMPETITIVE STRENGTHS

In order to optimize its financing conditions, the Group This wide diversification of sources of revenue, fleet and uses diversifi ed asset-backed fi nancing represented by the fi nancing provide the Group with a business model tailored to fl eet, including securitization, capital market fi nancing (bond limit risks and optimize revenue and costs. fi nancing), revolving credit facilities and operating leases.

1.5.4 Operational excellence

The Group continued to pursue initiatives from the Fast Lane of customers, differentiation of products and services through program in 2016. Following the success of the Fast Lane innovation, transparent and fl uid customer relations, simplifi ed program between 2012 and 2016, Europcar will further procedures and custom help are the key words of this focus strengthen its operational excellence to support profi table on transformation. In this context, the Group also plans to organic growth. Growth is expected to be sustained by strengthen its commercial strategy via its direct channels to strengthening the commercial strategy by Group segment offer services adapted to new customer expectations in terms and cost management including optimization of its network of mobility and create a stronger link between its brands and and extension of its shared services logic. Special attention customers to increase the rate of loyalty. continues to be given to enriching and improving the customer Since January 2017, as part of its new organization, the set experience through the Group’s digital transformation. of initiatives designed to strengthen the Group’s operational The Group plans to be able to offer a dedicated customer excellence are now monitored at the Business Unit and/or experience entirely on mobile devices very soon. In addition, support function level or at the level of the Corporate Countries, the Group plans to allocate investments of approximately with a view to delivering the Ambition 2020 targets announced €10 million over the 2016-2018 period to rework its by the Group in October 2016. customer relations management system. Better knowledge

1.5.5 Strong operational cash ﬂ ow generation

The Group’s experience with respect to the management asset-backed, and its corporate debt), giving the Group a of its fl eet and operating costs, together with its diversifi ed sound fi nancing foundation as well as fi nancial fl exibility. In fl eet fi nancing (including operating leases) and its ability to 2016, the ratio of the Group’s operational free cash fl ow to control non-fl eet working capital requirements (in particular Adjusted Corporate EBITDA increased sharply, from 35% as of by harmonizing payment terms across the Group) have December 31, 2015 to 62% as of December 31, 2016. contributed to stronger cash generation. This has also allowed The Group believes that this track record strongly positions it the Group to manage its total net debt recorded on the balance to benefi t from future market growth. sheet (consisting of both its fleet financing debt, which is

1.5.6 Dynamic and experienced management team

The success of the Group’s strategy and growth depends on the has been appointed CEO since November 2016, following the experience and strength of the management team. The Group’s departure of Philippe Germond. She leads a team of executives senior management team has been renewed over the last four with extensive business and operating expertise, as well as years and is now composed of complementary backgrounds in-depth understanding of the vehicle rental services industry at top-tier companies in various industries. Caroline Parot, and new mobility solutions.

26 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

1.6 DESCRIPTION OF THE GROUP’S BUSINESS 01

1.6.1 Europcar’s brands

The Group has decided to focus its strategy on its three main an agency, as well as car-sharing services (general public or brands, Europcar®, InterRent® and Ubeeqo® targeting a wide companies). The Ubeeqo brand is now present in France, range of customer segments for vehicle rentals: England, Germany, Luxembourg and Belgium. It has been present in Italy since December 2016 through GuidaMi and a Europcar® is the Group’s core brand. It is used worldwide in Spain through Bluemove since June 2016. directly and through the Group’s franchisee network in order to serve a wide range of market segments, as The purpose of this strategy is to offer the Group’s customers well as a portfolio of diversifi ed customers, from “Large a clearly differentiated and coherent portfolio of brands, to Corporates” (among business customers) to individual reinforce Europcar’s position on its key markets. leisure customers. The Group aims to maintain customers’ brand trust by offering high quality innovative services and ® simple and transparent offers and services. To promote 1.6.1.1 Europcar brand the brand, the Group uses highly visible sponsorships, Europcar® is the Group’s core brand and offers short-term particularly in sports (such as its sponsorship of Arsenal, vehicle rental. Europcar® offers a wide variety of recent models the English soccer team, and Benfica, the Portuguese of passenger cars and light commercial vehicles for rental on a soccer team), as well as co-marketing campaigns with daily, weekly or monthly basis, with rental charges computed car manufacturers. The Group also has international on a limited or unlimited mileage rate. While vehicles are partnerships with airlines, major hotel groups, railway usually returned to the location from which they are rented, companies and credit card companies that both promote the Europcar network also allows one-way rentals from and the brand and generate demand; to selected locations. a ® InterRent has been deployed by the Group since To increase the visibility of the Europcar® brand, the Group 2013 to target the low-cost leisure segment in order is developing various initiatives via a variety of channels: to expand its customer portfolio. The low-cost market traditional media, such as radio and print advertising, Internet represents approximately 14% of the vehicle rental market and email marketing and mobile device applications. Europcar (approximately €1.4 billion in value) in the Corporate develops co-marketing initiatives with car manufacturers to Countries in Europe in 2015 (source: BCG Study, on the support its product launches, such as the #europcarousel basis of revenue generated in 2015 by the low-cost brands operation with Mercedes-Benz in 2016 for the Selection of the principal participants in the vehicle rental market and product, which guarantees that the customer will be allocated local independent companies that disclose their positioning the exact luxury model that he or she reserves, and its mobility and low-cost revenue). As of December 31, 2016, the partnerships with PSA, Renault Nissan and Smart. Sports brand was deployed in seven Corporate Countries: six in sponsorship, such as the English soccer team Arsenal and Europe plus New Zealand, with 92 rental stations, located the Portuguese soccer team Benfi ca, has also contributed mainly in airports and train stations, and an average fl eet to the attractiveness of the Europcar® brand and its image, of 13,617 vehicles at end-December 2016. In addition, around the slogan “Moving your way”. The Group also has the brand is available in 40 franchised countries. The international partnerships with airlines, major hotel groups, brand, whose slogan is “drive, save, enjoy”, targets cost- railway companies and credit card companies that both conscious leisure travelers with a customized offer. The promote the brand and generate demand. InterRent® brand uses a separate website and reservation system that are managed independently from the The Group has been recognized with numerous awards Europcar® brand platform. InterRent® stations are either since 2000, including at the World Travel Awards, an event separate from Europcar® stations or use a separate counter that recognizes excellence in the global travel and tourism in a Europcar® station. The purchase and maintenance of industry. In 2016 Europcar received awards there for the vehicles as well as administrative functions are managed World’s Leading Green Transport Solution Company and the at the Group level in order to benefi t from economies of World’s Leading Leisure Car Rental Company Website, as well scale and a better cost-effi ciency ratio; as Europe’s Leading Car Hire, Europe’s Responsible Tourism Award, Australasia’s Leading Car Hire, Africa’s Leading Car a ® Ubeeqo offers its B2B and B2C customers access to Hire, Middle East’s Leading Car Hire and Mexico & Central a multi-modal reservation platform allowing customers to America’s Leading Car Hire). choose the means of motorized transport that best suits them: self-service, chauffeur-driven cars or car rentals from

EUROPCAR REGISTRATION DOCUMENT 2016 27 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

In February 2016, Europcar received the TripAdvisor® a Keylocker a self-service kiosk from which customers can “Travelers’ Choice 2016” award in the “preferred brands” collect their keys directly. The main advantages are saving category for four of its European subsidiaries: France, Spain, time (waiting and service time) and fl exibility, allowing England and Germany. customers to access their vehicles outside normal agency opening hours. The service has been launched in fi ve EUROPCAR® SERVICE OFFERINGS stations in Germany; a premium services: TARGETED, DIFFERENTIATED OFFERINGS a Selection: a premium mobility service that offers The Group uses its knowledge of the market to develop and customers a unique rental experience by delivering progressively roll out new mobility products and services. high-end cars. The service offer can be customized and Examples of innovative Europcar® branded products and is based on fi ve pillars: a guaranteed model, a specifi c services launched in all or part of its network include: counter in the station, an exclusive customer service a customized packages: telephone line, a network of dedicated “Selection” stations, and a dedicated digital platform (available since a FitRent: a mid-term (minimum of 30 days without any the fi rst quarter of 2016), time-commitment) rental product targeting small and a medium-sized enterprises (SMEs). This product was Chauffeur services: a service targeting business and launched at the beginning of 2014 and is available in leisure customers, providing a chauffeur and additional France, Portugal, Belgium, Spain, Italy and Germany. It services along with a vehicle rental. This service was offers car and truck rentals, fl exible terms, a simple, all- launched in the United Kingdom in 2014 and is also inclusive offer (in particular mileage, insurance, additional available in France and Germany, as well as in various driver) and convenient monthly reporting and billing, franchises in Switzerland, Russia, Austria, Denmark and Dubai; a AutoLiberté: a subscription-based car rental product targeting urban customers in France. This service offers, a targeted broker products: on a monthly fi xed-price basis, two levels of subscription a Keddy by Europcar®: this product, launched in according to vehicle category. This product guarantees March 2015, is available in Germany, France, Spain, fi xed rates on rentals. With this product, the Group aims Portugal, Belgium and the United Kingdom. It is tailored to increase customer loyalty and benefi t from customers’ for tour operators, travel agencies and online brokers that growing demand for mobility solutions other than market to leisure customers who are price-sensitive but individual car ownership, looking for more services than typically available in the a Funway: a program offering one-year discounts to low-cost segment. occasional customers who rent a vehicle for a weekend or during a holiday period. Funway thus encourages OTHER ANCILLARY PRODUCTS AND SERVICES repeat business and promotes brand loyalty among occasional vehicle renters; The Group offers its customers a range of additional services and equipment on a fee basis, including those described a time-saving services: below: a Deliver&Collect (formerly “ToMyDoor”): a service for a protection: the Group offer its customers a range of optional both business and leisure customers that enables the insurance products and coverage such as physical damage rental vehicle to be delivered to the customer and/or be insurance, theft protection, headlight and tire protection, returned to a chosen location, eliminating the need for supplemental liability insurance and Personal Accident the customer to come to the rental station. At present, Insurance, which provides accidental death, permanent this service is available in the United Kingdom, with the disability and medical expense protection (which can aim of launching it in other countries during the second include personal effects coverage); half of 2017, a equipment: the Group also offers navigation systems, child a E-ready: a service that allows the customer to fi ll out an seats, winter equipment and roof racks, as well as other online customer profi le (including, in particular, his/her equipment depending on the agency and availability; driving license number). The station can then prepare the rental contract prior to the customer’s arrival and a other services: the Group also invoices its customers for thus limit time at the counter. The “E-ready” customer additional services, such as refueling or specifi c locations has access to a dedicated sales counter, such as airports (surcharge). Fees for certain categories of drivers such as, for example, young drivers may also be charged.

28 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

LOYALTY PROGRAM The Group has also launched online reviews and ratings on its websites to foster transparency, interaction and customer The Europcar® brand has a free loyalty program called 01 confi dence. “Privilege”, which provides customers with a range of rewards and services. This program, which was revamped in 2014, is designed to improve customer retention in an industry 1.6.1.2 InterRent® brand characterized by a low retention rate of leisure customers. The program provides specifi c benefi ts such as free upgrades and InterRent® targets the low-cost segment and aims at weekends with free rentals depending on four levels of loyalty enhancing the Group’s customer portfolio. The low-cost market (Privilege Club, Privilege Executive, Privilege Elite and Privilege represented about 14% of the vehicle rental market (about Elite VIP) based on the number of rentals made or days’ rental €1.4 billion in value) in the Corporate Countries in Europe in by the loyalty program customer. For each level of loyalty, 2015 (source: BCG Study, on the basis of revenue generated specifi c benefi ts have been defi ned and a complete Customer in 2015 by the low-cost brands of the principal participants Relationship Management (CRM) plan has been implemented in the vehicle rental market and local independent companies to maintain an ongoing relationship with members and to that disclose their positioning and low-cost revenue). send specifi c and exclusive offers to program members for The brand, whose slogan is “drive, save, enjoy”, targets their leisure rentals. Through this specifi c CRM plan, 70% of cost-conscious leisure travelers with a customized offer. The program members have repeated their rentals from Europcar InterRent® brand uses a separate website and reservation from one year to the next in the last three years as compared system that are managed independently from the Europcar® to 30% for non-members. There are specific benefits for brand platform. InterRent® stations are either separate each loyalty level. In addition to fostering loyalty, information from Europcar stations or use a separate counter in a generated by the program enables the Group to develop new Europcar station. The purchase and maintenance of vehicles offers targeted to customer demand and improve commercial as well as administrative functions are managed at the Group synergies among Europcar users in the business and leisure level in order to benefi t from economies of scale and a better segments. As of December 31, 2016, the Privilege program cost-effi ciency ratio. had 1.7 million members. InterRent® offers a simple and direct customer service that CUSTOMER SATISFACTION meets the requirements of cost-sensitive leisure customers. Cars available are often not as new as those offered under the The Group tracks customer satisfaction levels based on Europcar® brand, with a more limited selection of categories its “Promoter Score” program in place since 2011, which (mini, economy, compact and family), brands and models. In gathers feedback from customers as to whether they would keeping with the low-cost model, InterRent® offers customers recommend Europcar to friends and family. The Group’s the lowest prices, and a service offering that is more limited continued efforts to improve the customer experience was than under the Europcar® brand. For example, one-way rentals refl ected by a net increase in the Group’s “Promoter Score” are not available. Rentals must also be prepaid. InterRent® (determined by collecting customer opinions after each rental reservations must be made through the brand’s separate and based on the percentage of customers who indicated website and reservation system. Front-office InterRent® that they were “very likely” or “extremely likely” to recommend operations are managed separately from the Europcar® brand, Europcar), from 58% in 2011 to 66% in 2012, 72% in 2013, while fl eet sourcing, maintenance and back-offi ce functions 79% in 2014 and 44.9% in 2015. Since 2015, Europcar has are managed by the Group together with the operations of made changes to customer satisfaction measurement by the Europcar® brand to benefi t from economies of scale and monitoring a more structured performance indicator, driving a better cost-effi ciency ratio. towards excellence, the “Net Promoter Score” (NPS), i.e. the ® difference between the “promoters” and “critics” of the brand. The InterRent brand was fi rst tested in Spain and in Portugal Detailed analysis of the NPS has identifi ed ways to improve in late 2011. The brand was first deployed in 2013 in six the score and monitor the performance of actions undertaken. Corporate Countries in Europe and New Zealand and was The method used for gathering customer reviews (email) has available at 92 rental stations, primarily at airports and train been harmonized. The Group’s NPS was accordingly 49.6% stations, as of December 31, 2016 (refer to Section 1.6.6 in 2016, up 4.8 points compared to 2015. “Europcar’s network” for the geographical distribution), with an average fl eet of 13,617 vehicles in 2016 against 7,776 All Group employees are involved in this Net Promoter Score vehicles in 2015. via a part of their variable compensation. Rental station scores are reviewed weekly and action plans implemented based on these reviews.

EUROPCAR REGISTRATION DOCUMENT 2016 29 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

The Group is also actively developing its InterRent® franchise 1.6.1.3 The Ubeeqo® brand network, with franchises in place in 40 countries as of ® December 31, 2016, covering the Mediterranean basin, Ubeeqo offers its B2B and B2C customers access to a multi- but also with the desire to reinforce the brand’s presence modal reservation platform allowing customers to choose particularly in Europe and the Middle East (Dubai, Oman, Abu the means of motorized transport that best suits them: self- Dhabi). service, chauffeur-driven cars or car rentals from an agency, as well as car-sharing services (general public or companies). The ® InterRent is managed from Madrid by a dedicated team in Ubeeqo® brand is now present in France, England, Germany, charge of deﬁ ning the brand’s strategy worldwide to further Luxembourg and Belgium. It has been present in Italy since improve its competitiveness. The Group is currently investing December 2016 through GuidaMi and in Spain through in social media campaigns and projects to promote the brand Bluemove since June 2016. through its website. For more information on the Ubeeqo® brand, see Section 1.6.3 “Mobility solutions” of this Registration Document.

1.6.2 Europcar Lab

Extending its offerings of mobility solutions is part of a Group Europcar Lab is a Group legal entity with its own premises. It policy to respond to changes in the market and consumer is managed by Fabrizio Ruggiero, a member of the Company’s expectations. The Group focuses in particular on developing Management Board and Deputy CEO responsible for sales, intermodal solutions with digital access to local mobility marketing, customers & InterRent. solutions from a defi ned local area, guaranteed proximity of a Europcar Lab activities are intended to meet the transportation vehicle and ability to extract value from unused vehicles and challenges of the Group’s customers through: parking spaces. a a multi-modal proposition to provide the customer with fully The Group created Europcar Lab to study mobility market integrated transportation solutions that fully connect the usages and search for new mobility solutions opportunities customer and the offer in real time; with mobility actors worldwide, whether such opportunities be with customers, partners, or technology or mobility expert a a local transportation solution focused on a well-defi ned consultants. Europcar Lab is intended to be an ideas incubator ecosystem: this solution already exists for the Group with for new products and services that provide mobility solutions its “ExCel London” partnership, under which Europcar offers for the Group. Europcar Lab aims to support internal projects, specifi c vehicle rentals at this London business center; and as well as secure minority and majority stakes in innovative a Drive & Share, a product currently being tested in France. structures. Europcar Lab is structured around a dedicated team It allows customers, through the GoMore peer-to-peer of six individuals including a director. platform, to earn money through car-sharing.

1.6.3 Mobility solutions

The Group’s speciﬁ c mobility solutions currently include: solutions. This acquisition allowed the Group to sustain Ubeeqo’s development in new mobility technologies in a Ubeeqo Europe. In 2015, Europcar Lab increased its interest in In November 2014, the Group acquired a 70.64% interest Ubeeqo International to 75.7% via a capital increase in Ubeeqo International, a French start-up company not subscribed by the founders, who held the remaining established in 2008 and one of the pioneers in mobility shares. The founders continue to manage Ubeeqo’s and fleet management services for companies and development with the support of Europcar. The shares more recently for individuals. The acquisition is part of were subject to reciprocal put and call options between the Europcar’s strategy to expand its mobility solution offering founders and the Company. In 2016, the Group’s holding to respond to customer needs by providing simple, turnkey in Ubeeqo was accounted for using the equity method.

30 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

On February 17, 2017, Europcar Lab acquired a minority current customer base includes several blue chip French stake from the founders of Ubeeqo International, thus companies, such as Danone, L’Oréal, Airbus, Michelin. 01 bringing its holding in Ubeeqo International to 100% of the Its solutions aim to provide customers with signifi cant capital and voting rights as of the date of this Registration savings, enhanced employee satisfaction and a reduced Document. impact on the environment. Through its solutions and technologies, Ubeeqo encourages More recently, the Company invested in the private individuals to travel differently, by making better use of cars market by opening its multimodal reservation platform for when they are indispensable, or by using an alternative individuals in Paris, London, Berlin, Hamburg and Brussels. where possible. In plain terms, Ubeeqo, present in France, With the Ubeeqo application, users may choose the means Luxembourg and Belgium, as well as in the United Kingdom of motorized transport that best suits them: car-sharing and Germany since 2015 and in Spain and Italy since 2016, via “Ubeeqo Street”, car rentals at stations via Europcar, offers various services such as a mobility app (location, or chauffeur-driven cars via (i) Allocab in Paris, (ii) Addison reservation and payment for mobility solutions from a Lee in London, (iii) BetterTaxi in Hamburg and Berlin, and single application), car-sharing services (general public or (iv) CarAsap in Brussels. The platform, which also includes in companies) or connected fl eet management solutions payment and invoicing, intends to expand its services over for companies. Ubeeqo plans to continue integrating these the next few months. This service will be gradually extended recent acquisitions in Spain and Italy, as well as its expansion to Madrid, Barcelona and Milan. in Europe and in countries where Europcar benefi ts from a a E-Car Club network of franchises, to build its global footprint. In July 2015, Europcar Lab acquired a majority stake in the In this way, Ubeeqo is able to propose innovative and share capital of E-Car Club, the UK’s fi rst entirely electric complementary solutions to companies, in particular: pay-per-use car club. E-Car Club’s vision is to improve local a “Ubeeqo Fleet”: a car-sharing solution that promotes mobility, while reducing costs and the environmental impact private fleet sharing within a company and between of its users’ travel. The company deployed its original companies, designed principally for industrial sites, on a car-sharing solution in several British agglomerations like lease-type fi nancing model (average contract duration: London, Hertfordshire, Northamptonshire, Oxfordshire, 40 months); Buckinghamshire, Warwickshire and Fife, around a “Ubeeqo Benefits”: a multimodal alternative to the ecosystems such as universities, local public authorities or company car, providing employees with access to a fl eet even residential building programs. E-Car Club will be able of shared cars and a mobility stipend to fund personal to rely on Europcar’s support to implement an ambitious travel needs (train, taxi and car rental), along with a one- deployment plan. stop application; a Car2go Europe a “Ubeeqo Office”: providing a company with a private car-sharing station, available to employees to facilitate Through Car2go Europe, a joint venture with Daimler in professional and personal travel. The economic model which the Group holds a 25% stake, the Group has also for this product is “pay per use”, especially designed for developed car-sharing services for individuals. Car2go city-based headquarters; Europe is a car-sharing service aimed at making rental vehicles available to subscriber customers in European a “Ubeeqo Street”: a self-service car service, in a closed- loop arrangement (at the end of the reservation, the cities. Initially launched in Hamburg and Vienna in 2011, the car must be returned to its departure location) in the service was rolled out in a number of major European cities main European cities (Paris, Berlin, Hamburg, Brussels, including Turin and Madrid in 2016. The Group records its London, Madrid, Barcelona, Milan). The vehicles are stake in Car2go Europe under the equity method. available in the city, in business districts and at railway a Wanderio stations. Using the Ubeeqo application or via the Internet, Wanderio is an Italian start-up created in 2013, in which the customer can reserve a vehicle for a few hours or Europcar Lab acquired a 20% stake in 2016. Its goal is to several days; simplify the lives of customers by providing the best means a “Ubeeqo for Business”: the mobility application is available of transport to go from point A to point B, based on two with a Business account, thereby providing employees criteria: price and trip length. Europcar’s investment will with the ability to select the most appropriate mobility provide signifi cant support to increase Wanderio’s presence solution (car-sharing, car rental or VTC) and guaranteeing in Europe. the employer a single invoice and detailed reporting. Its

EUROPCAR REGISTRATION DOCUMENT 2016 31 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

a Brunel in the Europcar strategy of offering a complete range of mobility solutions to its customers, with a large choice to Brunel is a leader in private B2B chauffeur services available meet the time and convenience needs of each trip. Brunel through a mobile application. It mainly targets business services are also available internationally through a network customers across a range of industries, in particular of partners in 75 countries, covering 480 cities. investment banks, law fi rms, consulting fi rms and fi nancial institutions. The acquisition of Brunel represents a new step

1.6.4 Customers (Business/Leisure)

The Group’s products and services are offered to a large customer segments remained relatively stable during the last range of business and leisure customers. Business customers few years. For the year ended December 31, 2016, leisure primarily include large corporates, small and medium-sized rentals accounted for approximately 58% of the Group’s businesses, as well as entities renting vehicles to provide rental revenue (excluding fees received from franchises), with temporary vehicle replacement services. Leisure customers business rentals accounting for the remaining 42% (against primarily include individuals renting vehicles for their personal 56% and 44% respectively in 2015). needs, in particular for travel during holidays and weekends, Certain of the Corporate Countries in Europe (Germany and directly or indirectly via tour operators, brokers and travel Belgium) are more geared towards business customers, while agencies. others (Spain, Italy and Portugal) are more geared towards The business and leisure segments have different and leisure customers and others (France and the United Kingdom) complementary characteristics, particularly in terms of have a balance between business and leisure customers. The seasonality of demand, which allows for better management Corporate Countries in the Rest of World operating segment of the Group’s network (both in terms of stations and the (Australia and New Zealand) are more active in the leisure ﬂ eet utilization rate). The Group believes that maintaining an market. The table below shows the breakdown of the Group’s appropriate balance between business and leisure rentals revenues from rental activities (excluding fees received from is important to maintain and enhance its overall proﬁ tability franchisees) by business and leisure customer segments in the and the consistency of its operations throughout its network. Corporate Countries for the year ended December 31, 2016: Consolidated revenue generated by the business and leisure

BREAKDOWN OF THE GROUP’S RENTAL REVENUE BY CUSTOMER SEGMENT IN THE CORPORATE COUNTRIES IN 2016

For the year ended December 31, 2016

Corporate Countries Business Leisure

Germany 60% 40% United Kingdom 46% 54% France 39% 61% Italy 32% 68% Spain 27% 73% Australia/New Zealand 18% 82% Belgium 61% 39% Portugal 21% 79%

TOTAL 42% 58%

32 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

With approx. 5.5 million drivers recorded in Europcar’s The Group is focused on further penetrating this customer reservation system in 2016, the Group believes that its segment, in which it sees opportunities for profi table growth. 01 customer portfolio is one of the strongest and most diverse in An example, in 2014, the Group launched its FitRent product the European vehicle rental industry. aimed at small and medium-sized companies (SMEs) (see “Europcar®Offerings” under Section 1.6.1.1 “The Europcar® brand”). Business customers This segment experienced sustained growth and now has a Business customers who rent a vehicle from the Europcar specifi c B2B portal with services and information tailored to network include large corporates, small and medium-sized business customers. companies as well as vehicle-rental companies offering In 2016, Europcar also launched an innovative partnership replacement services. Most business customers rent cars with Taxeo. This service enables the Group’s business clients from the Europcar network on terms that the Group has to recover VAT, where appropriate, on their employees’ travel negotiated (either directly or, in the case of small and medium- from one country to a European Union member country sized enterprises, through travel agencies). The Group also categorizes rentals to customers of companies offering support services and vehicle replacement as business rentals. REPLACEMENT VEHICLES Revenue from business customers tends to be primarily The vehicle replacement rental industry principally involves concentrated during the period from Tuesday through the rental of vehicles to insurance and leasing companies, Thursday each week. Revenue from business customers is vehicle dealers and other entities offering vehicle replacement less subject to seasonal change. services to their own customers. Via insurance companies, the Group offers its services to individuals, whose vehicles were LARGE CORPORATES damaged in accidents, are being repaired or are temporarily unavailable. In order to strengthen this business, Europcar has Europcar has several contracts with large corporates (such entered into several agreements with insurers, dealerships, as Siemens, Bosch, Henkel, AL JAZEERA Group, Pierre & repair shops and vehicle leasing companies. The Group seeks Vacances and Center parcs), signed in 2016, for which it is to further develop its activities in this customer segment by the exclusive or preferred provider of rental vehicles to their expanding its existing customer base (including in franchised employees or members, sometimes at the global level. countries) and through the implementation of incentives and These contracts are concluded at pre-negotiated rates and special offers through the Group’s principal partners. service-levels. Many of the Group’s business customers have direct access to Europcar’s IT system via dedicated micro- Leisure customers sites, providing such customers with reservation and invoicing interfaces specifi cally tailored to their needs. When the volume Leisure customers primarily include individuals renting vehicles of rental transactions with a particular customer is signifi cant, for their personal needs, in particular for travel during holidays Europcar may locate an “implant” rental station directly on the and weekends, directly or indirectly via tour operators, brokers customer’s premises. and travel agencies. The Group also serves a portion of its leisure customers through partnerships to expand its Vehicle rental contracts are typically signed with large customer base. corporates based on competitive tenders at the end of which one or more suppliers are selected. The Group organizes Leisure rentals are typically longer in duration and generate the structure of its sales teams for large corporates based more revenue per transaction than business rentals (other on the general requirements of different industry sectors to than vehicle replacements). Leisure rental activity is more ensure that it uses its knowledge of these sectors to propose seasonal than business rental activity, with heightened activity appropriately tailored offers. during the spring and summer (particularly in France, Southern Europe, Australia and New Zealand, in December and January SMALL AND MEDIUM-SIZED BUSINESSES for these two countries). Leisure rental activity also tends to be higher on weekends than mid-week. For further discussion Europcar is the exclusive or preferred provider of rental of the seasonality of the Group’s business, see Section 1.6.9 vehicles to employees of numerous small and medium-sized “Seasonal nature of the business”. businesses (SMEs) at pre-negotiated rates and conditions. This customer segment is characterized by a large number of accounts, which limits exposure to any single customer.

EUROPCAR REGISTRATION DOCUMENT 2016 33 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

INDIVIDUALS a in the hotel sector, partnerships with large groups such as Accor for business, marketing and communication This segment includes all individual customers contracting purposes (partnership established January 1, 2000 and directly with Europcar. Individuals book directly under the renewed most recently in 2015 for three years with tacit Europcar® brand through the brand’s website or using the renewal for successive two year periods) and Hilton (in the Europcar® app, cell phones or tablets, through call centers context of the Hilton Honors program); and and vehicle rental stations and under the InterRent® brand through the brand’s dedicated website or the InterRent® app, a in the railway sector, partnerships with Thalys. cell phones or tablets (see “Europcar’s Direct Distribution The Group also has marketing partnerships with credit card Channels” under Section 1.6.5 “Distribution Channels”). The companies, credit institutions and organizations offering loyalty Group intends to further develop its activities in this customer programs, such as HSBC and Amex (Membership rewards). segment following the optimization of its E-commerce Department in order to accelerate the trend in reservations Europcar’s contractual relationships with its principal on websites and mobile applications and the signing of new commercial partners typically have terms of between two and agreements with general sales agents in order to stimulate four years. international demand, in particular in China, India, Russia and The Group plans to increase its development on this customer Brazil. segment through the signature of partnerships in new sectors In recent years, with the development of new mobility services, (cruise ships, banks, insurance, etc.). new uses have appeared. For instance, individual customers of our services, in particular under the Ubeeqo and E-Car brands, TOUR OPERATORS, TRAVEL AGENTS no longer only use our services for leisure but also for daily use AND BROKERS throughout the week. These new services also offer new vehicle usage methods, ranging from very short-term rentals to those Europcar works in close collaboration with various tourism- lasting less than a day. industry intermediaries, leveraging their marketing positioning to improve the Group’s visibility and reputation and to enter additional distribution channels. PARTNERSHIPS TO REACH LEISURE CUSTOMERS Europcar has agreements at the international and national levels Europcar has partnerships with several players in order to with several travel agencies (including online travel agencies) offer mobility services to their customers. These exclusive that work directly with Europcar or through tour operators or or preferential partnerships allow Europcar to expand its brokers to offer vehicle rentals to end customers, either on a leisure customers. Business is generated through Europcar’s stand-alone basis or as part of packages. distribution on partners’ channels or through participation in partners’ loyalty programs. In addition, Europcar has multi-year agreements with certain major tour operators to serve their customers’ leisure- Europcar currently has international partnerships in different destination needs. Tour operators are traditional partners, sectors that represent a signifi cant portion of its rental revenue, combining vehicle rental with hotels and flights to offer including: packages to end customers. a in the airline sector, partnerships with airlines such as Brokers are leisure intermediaries who sell vehicle rental easyJet (exclusive partnership in place since 2003 and services to end customers on their own behalf or on behalf of renewed in April 2014 for a three-year term), Aeroflot the vehicle rental companies. (exclusive partnership signed in December 2013 for a fi ve- year term), Emirates (partnership signed in March 2014, The Group considers that it maintains ongoing, balanced under which Europcar customers who are members of the relationships with these different intermediaries. These relations Skywards frequent fl ier program receive miles in Emirates’ based on a multi-brand or multi-product strategy allow the frequent fl ier programs for every rental), Qatar Airways (in Group to benefit from additional contributions made to its the context of the Qatar Privilege Club) and more recently activities, in particular during low season, or for certain partners, Air Caraïbes (March 2016); and from intermediaries’ early payments especially during high season, a period when the Group guarantees them a certain level of vehicles.

34 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

1.6.5 Distribution Channels 01

The Group’s customers have access to various mobility offers As shown, the Group uses varied distribution channels to better of Europcar through a variety of distribution channels. service its customers. Online reservations (direct and indirect Internet as well as GDS reservations) represented 72% of the They may book rental vehicles under the Europcar® brand in the Group’s total number of reservations in 2016. worldwide network through local, national or toll-free telephone calls handled by call centers; directly through stations; or, in the case of replacement vehicle rentals, through a proprietary Europcar’s direct distribution channels dedicated system serving the insurance industry. Additionally, customers may make reservations for rentals worldwide through the Group’s websites and using its apps or cell phones INTERNET and tablets. These channels are known as “direct” booking The Group has invested in its websites and applications, channels as they are controlled by the Group. with a view to the growing role of e-commerce. Over the last Customers may also book vehicles through indirect distribution 24 months, more than 80 websites operated for Corporate channels, such as travel agents, brokers, or other third-party Countries and Europcar franchisee countries, as well as its travel websites. Such third-party actors often utilize a third-party partners, have been migrated to a new e-commerce platform. operated computerized reservation system, known as a global In 2015, Europcar launched a B2B portal on its websites distribution system or “GDS”, to contact Europcar and make to better serve its customers and capture online Business the reservation on behalf of the customer. customers especially on the SME market. Lastly, in 2016, the mobile site was completely redesigned, leading to growth in Reservations for the InterRent® brand are made and mainly smartphone sales of more than 100% year-on-year, with the prepaid on the brand’s specifi c website. The Group mainly uses share of mobile sales now regularly exceeding 30% of online indirect distribution channels for the InterRent® brand through sales. These initiatives also include the increasing digitalization brokers, travel agents and tour operators and is targeting a of customer transactions from one-click booking to mobile progressive shift to direct distribution channels in order to check-in and check-out. optimize profi tability. Europcar uses its websites to both inform and serve its The following chart sets out the breakdown in reservations by customers, providing online reservation systems and distribution channel including direct channels “controlled” by information about its services. Europcar enables reservations the Group (stations, call centers, Europcar-controlled websites) from customers via its country-specifi c websites, including and indirect distribution channels (intermediaries’ websites and Europcar.com and Europcar.biz, mobile applications, as well GDS) over the period from 2005 to 2016 in the Corporate as through Internet micro-sites accessible (i) by customers of Countries. the partners with whom it has an exclusive relationship and (ii) BREAKDOWN OF RESERVATIONS BY DISTRIBUTION CHANNEL by employees of Europcar’s large corporate accounts. Such IN PERCENTAGE TERMS FROM 2005 TO 2016 micro-sites dedicated to business accounts enable Europcar to address the needs of customers without intermediaries.

9% 11% 14% 17% Europcar also offers direct reservations through the websites 21% 23% 7% 9% 26% 27% 28% 30% 32% ® 9% 10% 34% of its partners, such as EasyJet. Reservations for the InterRent 19% 11% 18% 13% brand are mainly made and prepaid over the brand’s speciﬁ c 18% 17% 15% 16% 18% 21% 22% 22% website. 17% 24% 30% 16% 29% 26% 23% 15% 20% 15% 14% Online reservations facilitate price comparisons, thereby 19% 15% 17% 14% 15% 13% 13% increasing competitive pressure in the industry. Nevertheless, 13% 11% 34% sales through these channels carry lower direct distribution 33% 32% 33% 32% 28% 25% 24% 23% 21% 18% 17% costs than traditional distribution channels and result in a simpliﬁ ed and enhanced customer experience. 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 In 2016, the Group received the “Best car rental website” award Internet (Direct) Internet (Indirect) GDS (Indirect) from World Travel Awards. Call centers Stations

Source: Company

EUROPCAR REGISTRATION DOCUMENT 2016 35 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

TRADITIONAL DIRECT DISTRIBUTION CHANNELS Tour-operators generally offer vehicle rentals as an independent service or as part of a global offering including other Although vehicle reservations are increasingly moving towards services such as air tickets or hotel rooms and are generally e-commerce, Europcar continues to maintain its traditional direct compensated by the difference between its resale price to distribution channels. Traditional direct distribution channels customers and Europcar’s selling price to tour operators. Travel include Europcar® call centers and rental stations. These agents and most of the brokers, who act as Europcar agents, channels remain important indeed and are complementary to rent vehicles at a price determined by Europcar and receive a Internet channels since, among other things, they are more commission on this price. conducive to the sale of ancillary services. Third party travel websites have also grown in importance as a The Europcar® call center network consists of Group call distribution channel for Europcar. Currently, the Group is partner centers located in Germany, Portugal, Belgium (partially of several major online travel portals, which offer three distinct outsourced), Australia/New Zealand and the United Kingdom. marketing benefi ts: The call centers in Berlin and Cologne, Germany (covering Germany), in Madrid, Spain (covering France, Italy, Spain and a expand the geographical zone addressable by the Group the United Kingdom) and in Sofi a, Bulgaria (covering Australia, and thus increase Europcar’s network of potential customers Belgium, France, Italy, Spain and the United Kingdom) are particularly from the non-European market; outsourced and handle approximately 80% of calls from a implement dynamic pricing strategies sensitive to short term Europcar customers who wish to make a reservation or request. demand and supply trends of vehicles at specifi c locations with the global service offering of these travel portals; INDIRECT DISTRIBUTION CHANNELS a (INTERNET, GDS) indirectly benefi t from the links between these travel portals and airlines that are not yet partners in the Europcar Classic indirect distribution channels are represented by vehicle network. rental brokers and intermediaries such as travel agents and tour operators, who use computerized reservation systems, The development of the indirect digital distribution channels has also called global distribution systems (GDS), which allow also benefi ted from the growing presence of car rental brokers reservations on the Europcar network. The Group pays third in the market. Europcar has signed agreements with most of party distributor fees for each reservation. the major car rental brokers in Europe. Customers have access to a large range of offers from car rental companies and can Over the last few years, the percentage of reservations made directly reserve via the broker’s website. via GDS has decreased from 17% of the Group’s total number of reservations in 2010 to 14% in 2016. Inversely, indirect The Group enjoys balanced relationships with intermediaries reservations via the Internet have increased from 13% of the from the tourism industry. These include the following: Group’s total number of reservations in 2010 to 24% in 2016 a the vehicle rental industry in Europe consists, as regards (compared with 22% in 2015). the major players, of companies operating under strong Although these indirect distribution channels provide the Group and recognizable brands, including Europcar. Moreover, with access to a broader customer base than through its direct these companies have developed attractive geographical distribution channels alone, the indirect customer segment networks for customers. This direct relationship between can face stronger competition, as intermediaries and partners customers and the brand, and the proximity of services generally distribute rental vehicles from several players in the offered to customers to the places where they need mobility sector. Therefore, Europcar seeks to conclude exclusive or favors the adoption of balanced partnerships between the privileged “strategic” partnerships, under which the Company vehicle rental company and intermediaries in the tourism is the only or the fi rst rental vehicle service provider. sector addressing a complementary target; a Europcar has signed local agreements with large tour vehicle rental companies are able to adjust their fl eet sizes operators and travel agents, which target business customers to match demand, in particular when their vehicles are in particular. Europcar is not an exclusive supplier for these acquired through buy-back programs, which is the case tour-operators and agents, who choose to make reservations for the majority of Europcar’s fleet. The Group believes for business customers who do not have a direct agreement that it has variable vehicle capacity, as contrasted with the with a vehicle rental company, at local level. When a customer fi xed capacity that may characterize other sectors, such has a relationship with both Europcar and a tour-operator, the as the hotel sector, which enables it to manage its various latter acts as the distribution channel and makes reservations in distribution channels consistently; accordance with the conditions negotiated with the customer.

36 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

a vehicle rental companies beneﬁ t from volume commitments The size of Europcar’s network, the availability of its ﬂ eet and in low season and prepayments in high season from certain the quality of its service are the principal factors of its success 01 intermediaries, and in return, offer these intermediaries in this distribution channel. The Group intends to reinforce its guaranteed availability in high season; and presence in this distribution channel by developing its Keddy by Europcar® offer and by signing new partnerships with a in their principal markets, agents rent the Group’s vehicles at tour operators, travel agencies and brokers (including in the a price determined by Europcar and receive in compensation franchised countries). a commission on this price.

1.6.6 Europcar’s network

The Group operates directly mainly in Europe through its directly- leisure based and more local or tourist based, and also refl ects operated and agent-operated stations and internationally the historical development of the Group (including the corporate through its franchises as well as via partnerships and general versus agent/franchise mix of the stations in each country). sales agency arrangements. The Group’s directly- and agent- In addition to airport stations, the Europcar network includes operated stations are located in the countries which the agencies at other major travel points such as railway terminals, Group refers to as “Corporate Countries”, in which the Group city and suburban centers, hotels, resorts and offi ce buildings. has a long-standing local presence and expertise. Franchise The Group is continuing to optimize its network in order to stations extend the Europcar network both in Corporate better serve the needs of its customers and to attract new Countries (particularly in France) and around the world, ones. In particular, the Group is strengthening its network of providing expanded services to our customers, increased brand downtown rental stations in order to capture growth related to awareness and revenue. This global network gives the Group the changing user habits for vehicles, which presuppose far less extensive geographic coverage of both business and leisure purchase and possession. Certain of the Corporate Countries customers, with individual Corporate Countries either weighted in Europe (Germany and Belgium) are more geared towards to one customer category or the other or balanced between business customers, while others (Spain, Italy and Portugal) them, depending on the geographic location. are more geared towards leisure customers and others (France and the United Kingdom) have a balance between business The density of the Europcar network in the Corporate Countries and leisure-customers. The Corporate Countries in the Rest enables to address customer demand for proximity and of World operating segment (Australia and New Zealand) are convenience in such countries, while the international scope more active in the leisure market. of the Europcar network provided by franchisees, partnerships and other commercial and sales agency agreements The Group believes that maintaining a balance between signifi cantly enhances the Group’s ability to capture business business and leisure customers is an important part of from customers traveling outside of their home countries preserving and enhancing the profi tability of its business and and provides a basis for the Group’s continued growth and the consistency of its operations. The locations of stations expansion. (airports or other locations) also refl ect the specifi cities of each country’s customer base. The organizational structure of the Group’s operations in each country is tailored to local market dynamics, in particular the nature of the customer base, which may be more business or

EUROPCAR REGISTRATION DOCUMENT 2016 37 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

The following map presents the Group’s global network (deﬁ ned broadly to include - in addition to directly-operated - agent-operated and franchise stations, strategic partnerships and general sales agency arrangements) throughout the world:

Corporate countries

Partnerships

International franchises

Global sales agents

Through this network of franchisees, strategic partnerships and general sales agents, the Group was ranked fourth worldwide in the vehicle rental market in 2015 (source: Euromonitor, on the basis of the companies’ revenues). (source: Euromonitor, on the basis of the companies’ revenues)

38 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

The following table sets out the number of rental stations (broken down by type) having generated revenue for the year ended December 31, 2016: 01

2016

Stations

of which Group Agents Franchisees Total InterRent

Europe Germany 246 223 0 469 27 United Kingdom 270 9 10 289 32 France 278 80 222 580 8 Italy 28 191 1 220 16 Spain 160 35 3 198 36 Belgium 15 14 0 29 0 Portugal 30 50 0 80 3 Franchisees outside of Corporate Countries - - 630 630 - TOTAL EUROPE 1,027 602 886 2,495 122 of which stations in airports 224 26--- Rest of World Australia 59 9 51 119 - New Zealand 17 5 0 22 - Franchisees outside of Corporate Countries 0 0 1,118 1,118 - TOTAL REST OF WORLD 76 14 1,169 1,259 - of which stations in airports 35 6

TOTAL GROUP 1,103 616 2,035 3,754 122

Promoting cross-border activity and inbound development of cross-border inbound business to the Corporate traffi c in Corporate Countries Countries. In addition to the promotion of international business through cross-country conferences between franchisees, the The density of the Group’s network in the Corporate Countries development of international business is supported through enables the Group to address customer demand for proximity, joint marketing efforts with international partners and business while the international coverage of its network considerably customers, including, for example, campaigns with vehicle enhances its ability to capture business from customers manufacturers in connection with the launch of new car models. traveling outside of their home countries. The chart hereafter shows the breakdown of revenue for the The Group is maintaining and growing its domestic rental year ended December 31, 2016 between domestic business business (reserved vehicles, checked out and returned in a and inbound business from Corporate Countries and the Rest single country), and is actively developing its international rental of the World (including franchised countries). For the purposes business (in which vehicles are reserved through its direct and of this table, domestic rentals are defi ned as rentals that are indirect Europcar distribution channels in one country and reserved, checked-out and returned in the same country, checked out in another country). Internationally sourced rentals while rentals from Corporate Countries and from the rest of represent an additional source of reservations and revenue for the World (including franchised countries) are rentals in which the Group’s domestic operations. vehicles are (i) reserved through the Group’s direct and indirect In order to develop the Group’s international business, distribution channels by customers resident in a given country management has defi ned key regional markets outside the and (ii) checked-out in another country. Corporate Countries in which it is actively promoting the

EUROPCAR REGISTRATION DOCUMENT 2016 39 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

2016 VEHICLE RENTAL REVENUE BREAKDOWN 1.6.6.2 Stations operated directly IN THE LEISURE SEGMENT BY SOURCE by the Group or by its agents

(A) STATIONS OPERATED DIRECTLY BY THE 48% GROUP Revenue from domestic business As of December 31, 2016, the Group directly operated 1,103 29% Revenue from other countries stations, all located in the Corporate Countries. Each of these (including franchisees) stations is managed through one of nine Corporate Countries, 23% which owns (or leases) the rental ﬂ eet and station sites and Revenue from Corporate countries employs the stations’ staff. The Managing Director of each Corporate Country is responsible for managing the ﬂ eet in the relevant Corporate Country and for overseeing the local sales and marketing, Human Resources and legal functions. The revenue generated by stations directly operated by the Group is included in the Group’s consolidated revenue. It Source: Company represented 83% of the revenue generated by rental activities in 2016 (stable compared with 2015).

1.6.6.1 Operating models (B) AGENT-OPERATED STATIONS As indicated above in this Registration Document, the Group’s As of December 31, 2016, agents operated 616 stations, all network is based on different operating models: directly- located in the Corporate Countries. Agent-operated stations use operated, agent-operated or franchise, as may be further a Group rental fl eet. The sites and employees of agent-operated extended through partnerships, commercial cooperation stations are the responsibility of the agents. Relationships with agreements and general sales agency arrangements. In agents are managed by the Managing Director of the Corporate general, directly-operated stations are located in larger airports Country in question. and cities, while franchise and agent-operated stations are located in smaller airports and cities to provide full coverage The revenue generated by these stations is included in the for the Group’s customers throughout the Corporate Countries. consolidated revenue of the Group and agents are paid a commission (which is accounted for as an expense in the The Group’s revenues are composed of vehicle rental revenues consolidated fi nancial statements of the Group) based on the generated by its directly-operated rental stations or by the revenue of the relevant stations. This represented 17% of the agent-operated rental stations of its subsidiaries (€2,002 million revenue generated by rental activities in 2016 (stable compared in revenues in 2016, of which 93.1% was generated in Europe with 2015). and 6.9% in the Rest of the World, the Group’s two operating segments), additional services revenue generated by its directly- (C) STATION LOCATIONS operated and agent-operated rental stations (€97 million of revenues in 2016), as well as royalties and fees received from its The Europcar network rents vehicles to its customers from franchisees (€51 million in 2016, of which 63% was generated stations located in airports, railway terminals, hotels, resorts, in Europe and 37% in the Rest of the World). offi ce buildings, and other urban and suburban locations. The locations vary depending on local market dynamics as well as on the density of the Group’s network in the country. Airport locations are important for the Group, as they enable it to offer convenience to customers travelling by air and to benefi t from the growth in business in these areas. This is one of the Group’s main sources of revenues. Airport stations generally generate higher revenue than other stations.

40 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

The following charts provide a breakdown in percentage of the received from franchises) between stations located at airports number of directly- and agent-operated stations and of the and other locations in 2016: 01 Group’s rental revenues in Corporate Countries (excluding fees

BREAKDOWN BY REVENUE BREAKDOWN BY NUMBER OF STATIONS

57% 83% Off-Airport Off-Airport 43% 17% Airports Airports

Source: Company

The following table presents a breakdown of the Group’s rental revenue in Corporate Countries (excluding fees received from franchises) between stations located at airports and other locations in 2016:

BREAKDOWN OF THE GROUP’S RENTAL REVENUE IN CORPORATE COUNTRIES BETWEEN STATIONS LOCATED AT AIRPORTS AND OTHER LOCATIONS IN 2016

Corporate Countries Airport Off-Airport

Germany 22% 78% United Kingdom 40% 60% France 41% 59% Italy 59% 41% Spain 64% 36% Australia and New Zealand 76% 24% Belgium 25% 75% Portugal 54% 46%

TOTAL 43% 57%

Source: Company

AIRPORT CONCESSIONS In order to operate airport stations, Europcar (or the relevant agent or franchisee) has entered into a concession or similar Through its extensive network of airport stations, Europcar leasing, licensing or other such agreements or arrangements has access to airports’ high passenger volumes. The number granting it the right to conduct a vehicle rental business at the of rental stations in airports as a percentage of the Group’s relevant airports. Europcar’s concessions are granted by the total number of stations remained stable at between 14% and airport operators, following either negotiation or bidding for 17% over the period from 2011 to 2016. Airport business is the right to operate a vehicle rental business in such airports. highly related to the levels of air travel at the relevant airport, and customers often make vehicle rental reservations at the Access to airports is relatively costly, and the airports’ operators same time as their ﬂ ight reservations. Partnerships with airlines control the number of locations made available to vehicle rental also underpin this business (See Section 1.6.4 “Customers companies. The terms of an airport concession agreement (Business/Leisure)”. typically require payment to the airport’s operator of concession fees based upon a speciﬁ ed percentage of revenue generated

EUROPCAR REGISTRATION DOCUMENT 2016 41 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

by Europcar at the airport, subject to a minimum annual fee. Franchise arrangements have provided the Group with a Under most concession arrangements, Europcar must also cost-effective route to expand into small and medium-sized pay fi xed rent for terminal counters or other leased properties local or regional markets and internationally. The franchise and facilities. Some concession arrangements are for a fi xed network changes in accordance with any franchise buyouts, length of time (generally three to five years), while others the performance of franchisees and the market in which they create operating rights and payment obligations that, as a are situated, as well as the policy for extending the network. formal matter, may be terminated at any time. Concession The Group continues to expand the Europcar network (i) by arrangements generally impose on Europcar specific adding new franchisees in the few countries in which it has covenants which include certain price restrictions and quality a limited or does not have a presence and (ii) by developing of service requirements. Under most concession agreements, its service offering under the Europcar® brand to allow Group if the revenue generated by the concessionaire increases or franchisees to better address market needs. The current focus decreases, the airports’ operators may modify the concession, of the Group’s international network expansion includes large in particular with respect to the number of parking lots granted markets in Latin America and the Asia-Pacifi c region. to the concessionaire and the rate of concession fees. The Group is also developing its InterRent® franchise network, The terms of concession arrangements typically permit with franchises in place in 36 countries as of December 31, Europcar to seek complete or partial reimbursement of 2016, around the Mediterranean basin but also with the aim concession fees from customers to the extent permitted under of strengthening the brand’s presence notably in Europe and local regulations. the Middle East (Dubai, Oman, Abu Dhabi). OTHER STATIONS MANAGEMENT OF THE FRANCHISES In addition to airport stations, the Europcar network includes agencies at other major travel points such as railway terminals, The Group manages its franchise network based on a regional city and suburban centers, hotels, resorts and offi ce buildings. approach, with four regional directors and with annual global This market is considerably more fragmented than the airport and regional franchise conferences. market, with numerous smaller vehicle rental businesses, Compliance with the terms of the Group’s franchise agreements each with limited market share and geographical distribution, and the uniformity of service quality across the network are competing with larger organizations such as Europcar. When controlled through informal visits to franchisee locations and compared to airport stations, other stations typically deal with through regularly scheduled audits by the Group’s Internal a greater range of customers, use smaller rental facilities with Audit Department. Regional franchisee conferences are held fewer employees and, on average, generate fewer transactions on an annual or semi-annual basis to establish best practice per period than airport locations. Rental stations located at or guidelines and to promote inter-regional and intra-company near railway terminals are operated pursuant to concession business within the Europcar network. agreements similar to those described above for airport stations. Railway stations, particularly those serving high-speed The Group supports the promotion of the brand’s image by trains, generally generate higher traffi c volume than other non- franchisees through: airport stations. A dense network in the outskirts of big cities a local marketing with advertising assistance and resources; is also essential as it brings us closer to customers and their needs, in particular small- and medium-sized businesses. a branding and signage; a product structuring; 1.6.6.3 Franchisees a airline and hotel partnerships; and During the year ended December 31, 2016, franchisees a access to card programs to promote customer loyalty. operated approximately 2,035 stations, including 866 stations Franchisees share the costs associated with these brand in Europe and 1,169 stations in the Rest of the World. Fees initiatives from franchisees received by the Group stood at €51.3 million for the year ended December 31, 2016, of which 63% was The Group has implemented initiatives aimed at further generated in Europe and 37% in the Rest of the World. For integrating franchisees, including information via an intranet further information on the franchisee network, please refer to platform and monthly newsletters. the map presented in Section 1.6.6 “Europcar’s network”.

42 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

The Group also seeks to encourage cross-border sales order to ensure that franchisees respect the Group’s standards, between franchisees and directly-operated stations. It also an exhaustive review of their fl eet is realized based on operating 01 aims to build on its franchise network to increase inbound and data (mileage, holding period) and, through sampling, a physical outbound fl ows as part of the development of general sales verification of the fleet is carried out during visits of rental agency arrangements worldwide. stations operated by franchisees. In general, the Group’s franchise contracts do not permit the CHARACTERISTICS OF FRANCHISE OPERATIONS franchisee to terminate the agreement prior to the expiration of Franchisees operate using their own fleet and employees the agreed term. In most cases, local franchisees are entitled and have the exclusive right to use the Group’s brand under to be indemnifi ed by the Group (either pursuant to applicable license for specifi ed services and for a pre-determined brand. law or under the terms of the franchise agreement) should the Franchise agreements generally cover a specifi c portion of a franchise agreement be terminated by the Group before the country (e.g., a region or a city) or the entire country, in which expiration of its term. The Group retains the right in most cases case each franchisee may operate directly or through sub- to terminate a franchise agreement in the event the franchisee franchise or agency agreements between it and third parties. fails to meet its contractual obligations, notably payment of royalties and fees, or takes actions that risk damaging the Franchisees initially pay an entrance fee, and, upon renewal Group’s brand and reputation. Franchisees may generally also of their contracts, a territory fee, for the exclusive right to use terminate the agreements concluded with the Group in the the franchise rights in the area covered by the agreement for event of a material breach of the agreement by the Group. the agreed services and brands. The franchisees pay royalties representing a percentage of the revenue generated by the vehicle rental operations, a reservation fee based on the 1.6.6.4 Commercial cooperation agreements number of reservations made through the Group’s reservation system and, if applicable, a fee to use the Group’s IT systems. The Group has entered into commercial cooperation Franchisees are required to send monthly fi nancial reports to agreements with certain entities to provide cross-referrals the Group, which form the basis of the calculation of royalties. and cross-services in various countries. These agreements In return for the payment of fees and royalties, franchisees allow the Group’s customers to be served in certain locations benefi t from the Group’s expertise, access to its reservation while also increasing in-bound fl ows. Revenue generated by system, worldwide network, international brand, customer base strategic partnerships represented less than 1% of the revenue and information technology systems. Royalties and fees paid generated by the Group’s rental activities in 2016, unchanged by Europcar network franchisees in the Corporate Countries from 2015. and Franchise Countries totaled €51.3 million for the year At the date of this Registration Document, the Group had ended December 31, 2016 (versus €52.7 million for the year entered into four commercial cooperation agreements allowing ended December 31, 2015 - See Section 3.1.2.2 “Analysis of its customers to access its services in the United States, Group results”, (a) “Revenue”). The underlying rental revenue through an agreement entered into with Franchise Services generated by the franchisees is recorded as revenue only by North America in June 2013 relating to the Advantage-Rent-A- the franchisees themselves. Other than in a very limited number Car® brand (which was subsequently transferred to The Catalyst of cases, franchisees are exclusive to the Europcar network, Capital Group, Inc.), in Canada through an agreement entered meaning that they agree not to work with any other vehicle into with Discount Car and Truck Rentals Ltd in October 2013, rental group or to operate a vehicle rental business under their and in China via an agreement signed on January 12, 2017 own name for the duration of the franchise agreement. Most with one of the leading car rental fi rms in China, Shouqi Car of the franchise agreements concluded by the Group provide Rental. The partnership with Shouqi Car Rental was entered that when a Europcar network customer makes a reservation into in order to benefi t from the growing fl ow of Chinese tourists relating to the territory of a franchisee, that customer becomes worldwide – and in particular in Europe – and to give Europcar’s a customer of the said franchisee. customers access to one of the leading car rental networks Franchisees hold (or rent from third parties) and fi nance their in China. fl eet independently from the Group. Franchisees may benefi t Under the agreement regarding the Advantage-Rent-A- from agreements with buy-back commitments signed at the Car® brand, Europcar® brand customers are served by the Group level, but are free to conclude their own fl eet supply Advantage-Rent-A-Car® brand in the United States, and agreements with automobile manufacturers. Franchise Advantage-Rent-A-Car customers are served by Europcar in contracts provide that franchisees are required to respect the the Rest of the World. Group’s fl eet standards (mileage, maintenance, safety etc.). In

EUROPCAR REGISTRATION DOCUMENT 2016 43 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

The partnership between Europcar and the Chinese Shouqi 1.6.6.5 Commercial and general sales agency Car Rental group (“Shouqi” ) came into effect on January 12, arrangements 2017. In return for a commission on the volume generated, it allows the Group to service its customers in China under A key part of the Group’s sales strategy is the development its Europcar® brand via the Shouqi network. Reciprocally, it of its network of general sales agents. The Group strives to allows Shouqi to service its clients under its own brand, via enter into commercial and general sales agency arrangements the Europcar network, in regions where the Group operates. in countries where it has limited or no presence, in order to This alliance allows the Group to extend its proprietary network ensure signifi cant commercial presence in such countries and and improve its services for its customers in China. to benefi t from the travel fl ows from the United States and emerging countries to Europe and Australia. General sales Pursuant to the agreement with Discount Car and Truck agents (GSAs) sell the Group’s services, in exchange for a Rentals Ltd, the partners seek to expand the leisure business commission. All costs related to running the GSA’s business in Canada. are the responsibility of the GSA including but not limited to The Group has had an exclusive long-term partnership with insurance, rent, general offi ce expenses and any travel within Times Car Rental (previously Mazda Car Rental) since 2006, the country or region needed to promote or sell the product. through which it seeks to encourage cross-referrals and offer At the end of 2016, a total of approximately 32 agreements had cross-border services. Times Car Rental is a leading Japanese been signed worldwide, including in the United States and Asia. car rental company with a fleet of approximately 27,000 For example, in order to develop its business activities in China, vehicles and over 440 rental stations throughout Japan in the Group entered into a two-year GSA arrangement with a 2016. This partnership is visible through co-branding at certain Chinese online travel agency which, pursuant to the terms and of the 172 Europcar partner stations as of December 31, conditions of this agreement, was appointed as non-exclusive 2016. Times Car Rental supports the Group’s cross-border agent authorized to promote and sell Europcar’s vehicle rental activity in Japan. services. The agent receives a commission paid by the Group and based on the volume of vehicle rental services sold to its customers.

1.6.7 Group organization

GENERAL MANAGEMENT OF THE GROUP modify the Group’s organization, with the aim of optimizing the AND CORPORATE COUNTRIES Group’s competitiveness and agility and accelerating growth. The Group wished to capitalize on its customer-focused The Group’s strategy and development are defined and vision in an optimal manner to ensure sustainable growth. The overseen by the Management Board. To ensure the effi cient Management Board accordingly decided to launch a project execution of the Group’s objectives, in June 2016 the to organize the Group around fi ve Business Units refl ecting the Management Board defi ned specifi c areas of responsibility Group’s commercial strategy and a very strong focus on the for each of its members. Since the departure of Philippe activities linked to its core business, while also developing new Germond, the Management Board now has three members: business opportunities: Caroline Parot, CEO, Kenneth McCall, Deputy CEO - Countries and Operations, and Fabrizio Ruggiero, Deputy CEO - Sales, a BU Cars; Marketing, Customers & InterRent. a BU Vans & Trucks; During 2016, the Group’s organization continued to be based a BU Low-cost; on management of the Group’s activities at local level by a Corporate Country, which implements the strategy and a BU New Mobility; objectives set by the Group. Management of the Group’s a BU International Coverage. activities outside the Corporate Countries consists of management of franchisees, partnerships and commercial These new Business Units benefi t from the network’s strength agency agreements. Dedicated management teams at the in different Corporate Countries as well as the experience of Group level (Human Resources, Fleet, Finance, Operations & their managers. Network, Commercial, IT and Legal) also oversee the execution The support functions ensure the implementation of the Group’s of the Group’s strategy. strategy and bring their expertise to the Business Units and In July 2016, operating in very rapidly changing markets with Corporate Countries. new mobility needs, the Group came up with a proposal to

44 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

This project, which was implemented in January 2017, also a a Committee of Country Managing Directors whose role is provides the Group with new management bodies to better to ensure the smooth roll-out of the Business Unit strategy 01 achieve the Group’s ambition. For this purpose the Group has at the local level and operational excellence in business created: management. It is run by Kenneth McCall and includes all Corporate Country Managing Directors. a a Group Executive Committee whose task is to roll out the Group’s strategy within the Business Units. It is managed Refer to Section 1.3.4 “ Information by Business Unit” for more by the Chairperson of the Management Board and includes information on each of the Business Units and Section 5.1.5 the other Management Board members as well as the “ Other management bodies” of this Registration Document for heads of each Business Unit and the heads of the following more information on the management of the Group and the support functions: Commercial Director, Head of Customer Corporate Countries within the new Group organization built Experience, Finance Director, HR Director, IT Director, Legal around ﬁ ve Business Units. Director and Marketing Director;

1.6.8 Fleet

Unless otherwise indicated, this Section relates solely to the often have longer holding periods and higher mileage. For fl eet operated directly by Europcar under the Europcar® and further information, see Section 1.3 “Presentation of the Group’s InterRent® brands, and not to the fl eet owned by Ubeeqo and market and Competitive environment” of this Registration E-Car, nor that operated by franchisees and independently Document. owned (or leased from third parties) (for more information The following chart illustrates the diversity of the Group’s about the franchisee fl eets, see “Characteristics of franchise fl eet in terms of deliveries by manufacturer (expressed as a operations” under Section 1.6.6.3 “Franchisees”). percentage of total acquisitions by the Group) for the year Europcar believes it is one of the largest purchasers of ending December 31, 2016. vehicles in Europe. Europcar’s fl eet is sourced from various manufacturers, including Volkswagen (with the brands 30% 7% Volkswagen®, Audi®, Seat® and Skoda®), General Motors, Volkswagen Daimler Fiat, Renault-Nissan, PSA (Peugeot®, Citroën®, DS®), Daimler 14% 4% (Mercedes®, Smart®), Ford, BMW and Toyota. Volkswagen AG General Motors Hyundai-Kia was Europcar’s largest supplier of vehicles in 2016. During 14% 2% the year ending December 31, 2016, approximately 30% of Fiat Ford Europcar’s fl eet was acquired from the Volkswagen group, 14% 11% 8% from General Motors, 14% from Fiat, 11% from Renault, 10% Renault Others from Peugeot Citroen, 7% from Daimler, 4% from Hyundai-Kia, 2% from Ford and the remaining 8% from other manufacturers. 10% Peugeot Citroën The Group currently uses 42 different models provided by 21 car manufacturers. Source: Company The diversity of Europcar’s fl eet allows the Company to meet the rental demands of a broad range of customers. The fl eet The Group believes that Europcar is one of the largest purchasers consists of 11 main vehicle categories, based on general of European vehicles and the largest in the European vehicle industry standards - mini, economy, compact, intermediate, rental industry. During the year ended December 31, 2016, standard, full-size, premium, luxury, mini-vans, trucks and the Group took delivery of approximately 293,300 vehicles convertibles. The fl eet varies by brand, with the fl eet offered and operated an average rental fl eet of 213,800 passenger under the Europcar® brand covering the full range of vehicles and light commercial vehicles (up by 4.1% versus 2015). For (from the mini category to the Selection category, comprising the year ended December 31, 2016, Europcar’s approximate “prestige” and “fun” vehicles), and the fleet offered under average vehicle holding period was 8.8 months (8.1 months for the InterRent® brand corresponding to the most frequently vehicles (cars and trucks) covered by buy-back commitments). requested types of vehicles in the low-cost segment. The Some of the sourcing agreements with manufacturers allow InterRent® offer is limited to four categories: mini, economy, Europcar’s franchisees to benefi t from the terms and conditions compact and intermediate. Some cars are used only for of these agreements, including the buy-back provisions. For the InterRent® brand. These vehicles do not have the same more information on the buy-back programs with carmakers, equipment as those rented under the Europcar® brand and see Section 1.6.8.2 “Fleet sourcing and planning” .

EUROPCAR REGISTRATION DOCUMENT 2016 45 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

The following table provides a breakdown of the Group’s average ﬂ eet size by Corporate Country between the categories “cars” and “light commercial vehicles” for 2016.

For the year ended December 31, 2016

Light Commercial Corporate Countries Cars Vehicles

Germany 90% 10% United-Kingdom 86% 14% France 80% 20% Italy 95% 5% Spain 97% 3% Australia/New Zealand 97% 3% Belgium 90% 10% Portugal 93% 7%

Source: Company

1.6.8.1 Fleet management The Group has signifi cantly increased its fl eet fi nancial utilization rate through targeted actions, reaching 76.5% in 2016 (an Europcar’s central Fleet Department, supported by the increase of 0.4 points versus 2015) in a context of signifi cant local Fleet Departments in each of the Corporate Countries, increase of the average fleet to 213,800 vehicles (a 4.1% manages the overall fleet planning process. In addition to increase versus 2015). Although the Group believes that its negotiating the acquisition of fl eet vehicles from manufacturers, fi nancial utilization rate is close to the optimum rate achievable the Fleet Department is involved in the process of planning and in the industry, it continues to regularly study ways to improve the geographical deployment of vehicles, vehicle in-fl eeting and it in each of the Corporate Countries and for both of its brands. de-fl eeting, and the monitoring of fl eet utilization rates. Current initiatives to this end include focusing on reducing Europcar’s fleet is managed to optimize costs, including the time between receipt of the new vehicle and fi rst rental economic depreciation, acquisition and disposal costs, use of the vehicle, the time between each rental and the time maintenance and repair costs, taxes and financing costs, between last rental and disposal of the vehicle, as well as on against a set of pre-defi ned needs and constraints, including improving the processes for accident and repair management ® marketing needs, maximum fleet movements (i.e., the and optimization of the process for InterRent brand vehicles. maximum quantity of vehicles that can be in-fl eeted or de- The Group calculates its fl eet fi nancial utilization rate as the fl eeted during a given period) and maximum exposure to a percentage of the total actual rental days of the fl eet out of the single manufacturer. This process relies extensively on data theoretical total potential Number of Rental Days of its fl eet of ® collected and processed by the GreenWay IT system (see vehicles. The theoretical total potential number is equal to the ® Section 1.6.11.1 “The GreenWay system”). number of vehicles held over the period, multiplied by the total Europcar is able to respond to seasonal fl uctuations in demand number of days over the period. Another methodology used through continuous optimization of fl eet management (see in the industry is based on the Number of Rental Days per Section 1.6.9 “Seasonal nature of the business”). Through its actual available days of fl eet, which excludes the days when daily management, Europcar is able to adjust its fl eet size by the fl eet is held but not available for rental (vehicle preparation modifying acquisition plans and/or holding periods to meet at in-fl eeting, maintenance periods and vehicle preparation at both expected and unforeseen variations in demand. Through de-fl eeting). This would lead to a higher fl eet fi nancial utilization its fl exible contracts with vehicle manufacturers, Europcar can rate than the aforementioned rate reported by the Group. increase its orders for vehicles in advance of the peak season, Europcar operates central logistics centers for in-fl eeting and and use the fl exibility of the holding periods, ranging generally de-fl eeting of vehicles, including car parks at various locations, from fi ve to eight months to de-fl eet the vehicles once demand typically airports, in the Corporate Countries. From these is less pronounced. Europcar is also able to react rapidly to locations, vehicles are either transported by logistics companies geographical changes in demand by re-directing the delivery or driven to the rental station where they are needed. of new vehicles to sites where demand is especially strong. The Group makes every effort to optimize the fl eet fi nancial utilization rate, which refl ects the Number of Rental Days per available days for the period from the fi rst date of service of a vehicle to its sale date.

46 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

1.6.8.2 Fleet sourcing and planning “Rental fleet”, paragraph (i) “Vehicles purchased with a manufacturer or dealer buy-back commitment” in the 01 The fl eet sourcing and planning processes are supervised locally consolidated fi nancial statements included in Section 3.4 of by the Fleet Department of each Corporate Country. Purchase the Registration Document. The Group benefi ts from a fl exible contracts are negotiated depending on the manufacturers, asset-backed fi nancing structure with loan to value ratio either at country or international level. The annual or multi-year (i.e. the indebtedness of Securitifl eet Holding, the Securitifl eet agreements defi ne the acquisition and disposal terms and the Companies and EC Finance Plc divided by the total value volumes of vehicles and model mix to be acquired over the of the net assets on the balance sheets of the Securitifl eet contractual period. Over half of the volumes purchased by companies) of between 86.5% in the 1st quarter and 89.8% the Group are purchased through pan-European agreements. in the 2nd quarter of 2016: The Group also relies on its local teams to negotiate local agreements and maintain suffi cient fl exibility to benefi t from The diversity of fi nancing available to acquire the fl eet vehicles spot deals. allows the Group to limit the impact of such acquisitions on the Group’s cash fl ows. Please refer to Section 3.2 “Liquidity The Group considers at-risk purchases when appropriate, and capital resources” . based on its systematic analysis of at-risk purchases versus buy-back mechanisms. It considers the choice of models and options as well as used vehicle market dynamics and its 1.6.8.3 Vehicle buy-back commitments capacity to absorb resale volumes. Europcar acquires, subject to availability, a majority of Purchase contracts for the coming year are generally concluded its vehicles pursuant to various fleet purchase programs at the end of each calendar year, in order to anticipate market established with the manufacturers. Under these contractual trends, and are readjusted throughout the year on a monthly programs, Europcar purchases vehicles from the vehicle basis to ensure maximum reactivity to market demand. The manufacturers or dealers. Manufacturers or dealers Group is therefore able to adapt its fl eet capacity to rental undertake, subject to certain terms and conditions, to grant market demand. Europcar the right to sell those vehicles back to them at a The Group records all of its vehicle fl eet either on the balance pre-determined price during a specifi ed time window (after sheet or, with respect to vehicles acquired through leases that which the repurchase transaction is automatically triggered meet the defi nition of an operating lease, off balance sheet. if it has not already occurred). If the vehicle is bought from The following table summarizes the Group’s fl eet asset and a vehicle dealer, the obligations of the vehicle dealer under fi nancing structure: the buy-back commitment must be guaranteed by a vehicle manufacturer. Vehicles purchased by vehicle rental companies

Fleet asset base Net operating debt under a buy-back commitment are referred to as buy-back vehicles. The minimum buy-back period under these buy- back commitments generally varies from 5 to 8 months for passenger cars and from 6 to 24 months for light commercial

Rental fleet vehicles. On-balance sheet fleet Repurchase prices for buy-back vehicles are contractually financing debt (EF Finance On balance based on either (i) a predetermined percentage of original sheet Notes, SARF, UK fleet financing, Asset financing vehicle price and the month in which the vehicle is repurchased in Australia, etc.) Fleet working capital or (ii) the original capitalized price less a set economic requirements due to buy-back depreciation amount, in either case subject to adjustments commitments depending upon the condition of the car, mileage and holding period requirements. The proportion of the fl eet covered by buy-back commitments can differ by Corporate Country. In addition, the proportion of Off-balance Fleet finance under Debt equivalent sheet operating leases of fleet operating leases the total fl eet covered by buy-back commitments at any given time may be less than the proportion of vehicles purchased with buy-back commitments during the year given that “at risk vehicles” generally have a longer holding period (12 to Source: Company 24 months). Repurchase programs limit Europcar’s potential The Group finances the acquisition of the vehicles in its residual risk with respect to vehicles purchased under the fl eet by various means, in particular through asset-backed programs, allow Europcar to arrange fi nancing on the basis fi nancing (see Section 3.2 “Liquidity and capital resources” of the agreed repurchase price and provide Europcar’s fl eet and Note 2 “Significant accounting policies”, Section 2.10 managers with fl exibility to respond to changes in demand.

EUROPCAR REGISTRATION DOCUMENT 2016 47 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

In addition, the high percentage of buy-back vehicles in The Group considers “at-risk” purchases when appropriate, Europcar’s fl eet allows the Group to be less dependent on based on its systematic analysis of at-risk purchases versus the used car market. These programs operate to the benefi t of buy-back mechanisms. It considers the mix of models needed the car manufacturers as well, since the return of the vehicles for its fl eet as well as remarketing capabilities and second hand to them within a short time period enables them to resell the market dynamics. Europcar disposes of “at risk” vehicles vehicles more quickly through their dealership networks as through a variety of channels, including sales to individuals, newer models. wholesalers, brokered retail sales and auctions. To meet market demand, Europcar has set up an electronic platform for online Approximately 93% of Europcar’s fl eet in units operated in sales: 2ndmove.eu. 2016 (compared with 92% in 2015) was covered by buy-back commitments, i.e. one of the highest rates of all vehicle rental companies (1). 1.6.8.5 Maintenance The visibility and fl exibility conferred by the Group’s buy-back Europcar arranges for each vehicle to be inspected and cleaned strategy are important. The Group has long been committed to at the end of every rental and to be maintained according to maintaining a high rate of fl eet purchases in units acquired under the manufacturer’s recommendations. Europcar must follow the buy-back commitments. On average, the Group estimates that maintenance specifi cations of the respective manufacturers in over 93% of the vehicles purchased over the past 10 years order to maintain the warranty and repurchase commitment on were covered by buy-back commitments. the vehicle. Europcar operates vehicle maintenance centers at certain rental stations in the Corporate Countries. These centers 1.6.8.4 “At risk” vehicles provide maintenance and light repair facilities and monitoring and processing of more seriously damaged vehicles for which A number of vehicles are acquired by Europcar from carmakers repairs are handled by specialized bodywork companies. The or dealers without the benefi t of any buy-back commitment. objective is, on the basis of detailed appraisals, to optimize These vehicles fall under the category of “at risk” vehicles. See repair costs and lead times in order to limit the impact on the Section 2.2.5 “Risks related to the Group’s holding of vehicles use of the vehicle. For the most badly damaged vehicles, the not covered by buy-back agreements”. choice is made between repairing the vehicle or selling it in its current condition.

1.6.9 Seasonal nature of the business

The Group’s revenue fl uctuates throughout the year in line with Management of seasonality is a key part of Europcar’s business customer demand. June to September are very busy months model. The Group aims to capture business during high season of the year, with the leisure customer business characterized while also taking into account fl eet holding costs in the periods by higher demand for vehicle rentals during the summer before and after the high season (known as the “shoulder”), period and school holidays, in line with increased activity in with the goal of keeping its fl eet fi nancial utilization rate under the transportation sector. As a result, the Group’s revenue for control. these periods is higher compared to the average for the rest of Please refer to Section 3.1.1.2 “Main factors that can impact the year. The leisure market is also characterized by increased the Group’s earnings” of the Registration Document. demand on weekends as compared with the workweek. In a complementary manner, the business activity is fairly stable throughout the year, with a slight decrease in demand during the summer vacation months, although it is more concentrated in mid-week (from Tuesday through Thursday).

(1) Source: publications by Avis, Hertz and Sixt.

48 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

1.6.10 Suppliers 01

This Section discusses suppliers and the volume of purchases, of categories of products and types of services. The share excluding expenses related to the acquisition, registration and of value added services relating to labor intensive activities is insurance of the fl eet (“cost of purchases excluding fl eet”). close to 50%. For more information on the fl eet and the Group’s insurance In 2016, working in consultation with all countries that have a arrangements, see Section 1.6.8 “Fleet” and Section 2.6 head of purchases in post, the Group identifi ed three strategic “Insurance and risk management” of this Registration priorities for purchasing in coming years: Document. 1. Operational excellence, with the P2P (Purchase-to-Pay) The Group’s cost of purchases excluding fl eet and taxes (1) solution launched in 2014 playing a key role is, on average, approximately one quarter of the total consolidated annual revenues of the Group. These costs are P2P aims to provide full transparency on the nature and broken down as follows: 40% related to indirect purchases volume of both operating purchases and those directly or overheads (IT and telecommunications, call centers, linked to customer services, to facilitate the engagement real estate and maintenance of the station network and its process while ensuring control, to identify opportunities installations at an operating capacity, sales and marketing, for Group-wide purchasing economies of scale and communications and advertisement, offi ce supplies, uniforms, enhancing the fl exibility of Supplier Accounting within the consulting and services) and 60% related to direct purchases Shared Services Center; related to customer service and the maintenance of the 2. Corporate Social Responsibility (CSR) Group’s fl eet in operating condition, as well as making the fl eet available (maintenance and repair, intense repair services In preparation for the upcoming decree implementing the following accidents, preparation and cleaning services, Sapin 2 Law, Europcar has designed a CSR strategy to transportation services for the geographic redistribution of identify and manage supplier risks, which is being rolled the fl eet according to the needs of the Group’s customers). out from 2017. The aim is to bring all Group partners See 1.6.11 “IT system” for a description of the Group’s IT into compliance with the Company’s Ethics Code. The needs and “Europcar’s direct distribution channels” under procedure will also help in rationalizing the Group’s panel Section 1.6.5 “Distribution Channels” for a description of the of suppliers; call centers. 3. Sourcing strategy The operating needs of the Group so far have been processed The Group plans to move from a country-by-country on a country-by-country basis with an annual average volume or service-by-service purchasing system to a system in of expenses generally proportional to its share in the Group’s which categories of purchases are managed together annual consolidated revenue. As a result, the Group currently allowing the Group to benefi t from economies of scale has relationships with a multitude of suppliers (currently and common tender submissions for multiple countries. around 20,000 yearly active suppliers) for a very broad range

1.6.11 IT system

IT systems and telecommunications are vital parts of Europcar’s given special attention. Application projects, which are aimed management of its network of points of sale and customer at maintaining and enhancing system operating capabilities, reservations via multiple distribution channels. Part of the IT are assessed against the expected added value to the Group, solutions are designed, developed, implemented, operated and including growth of revenues, reduction of costs and mitigation maintained by the Group’s IT Department, which is ISO 9001 of risks (legal, regulatory, obsolescence or performance related). Quality certiﬁ ed. To support its efforts to develop and implement innovative Europcar continuously invests in improving its IT system in order mobility solutions, the Group has implemented a plan to to further enhance its ability to offer innovative and cost-effective revamp its IT system’s architecture by 2020, making it more services. All IT projects are centrally and regularly evaluated open and ﬂ exible and thereby facilitating the integration of against business needs. Technical projects, which are aimed third-party applications. Several modules and innovations have at establishing and ensuring the continuity of services, are been put in place in order to build on the Group’s operating

(1) Expenses for goods and services incurred by the Group’s directly-operated rental stations only, excluding stations operated by agents or franchisees.

EUROPCAR REGISTRATION DOCUMENT 2016 49 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

excellence (new mobile applications or applications that are Cloud solutions are also being implemented, as part of the being improved or developed on other platforms), promote digital transformation of the business (such as connected cars, data-based decisions (Big Data), adapt products and prices keyless access to cars, mobile applications and social media in real time (Dynamic Pricing) and, more generally, accelerate leveraging). digital development and strengthen the customer relationship The Group’s main suppliers of IT include Cap Gemini (hosting management strategy (Cloud CRM). production centers and maintenance of the GreenWay® software), Sopra Steria (production outsourcing services), 1.6.11.1 The GreenWay® system Unisys (installation and maintenance of workstations), Dell & Lenovo (servers and workstations), IBM (servers), Hitachi Europcar’s information system is built around the centralized and NetApp (storage), CISCO (network equipment), Colt and GreenWay® application, which offers a single shared solution InterXion and Telehouse (telecom networks for data transfer). that can handle all the functional needs of the vehicle rental SalesForce is also one of our principal providers of SaaS-mode business: customer management (individuals and companies), solutions. pricing management, fleet management, management of reservations and distribution systems, management of branch rental operations and billing services. The proprietary system 1.6.11.3 Continuity of IT system services was designed specifi cally for Europcar’s vehicle rental business Signifi cant safety measures are in place to ensure the security and was fi rst implemented in 1994. of Europcar’s systems, applications and data (and that of its GreenWay®, which has been in operation since 2014 on a customers). highly scalable architecture (Java/Linux), allows for over 10,000 Careful attention is paid to security systems and the protection concurrent user connections. Today, the system manages of proprietary data against destruction, theft, fraud or abuse. more than 12 million reservations and 10 million rentals on a 24-hour operational systems provide protection against, among yearly basis. More than 10.000 people are GreenWay® users other threats, computer viruses, spam, phishing and denial of and most of them are located in the 1,750 stations of the service attacks as well as against robot price grabbing through Europcar network. Around 200.000 vehicles are continuously the use of captchas. monitored by the system in order to optimize fl eet utilization. The full functionality of the Greenway system® is available 24/7 Most Group systems, including GreenWay®, the websites, at the head offi ces and rental stations of 10 of our Corporate Oracle Financials and the Datawarehouse, are implemented Countries as well as in franchises in Switzerland, Austria and on a proprietary infrastructure, centralized in two production Norway. The majority of the Europcar network’s franchise sites centers running simultaneously 24/7. Each center runs are linked to GreenWay® for reservations. infrastructure capable of delivering the entirety of the software services used in production on its own and provides full real- InterRent® operates as Business Support Software an IT time physical duplication of production data. These production platform, Rentway, distinct from that of GreenWay®. This centers are located near Paris, France, and comply with application is externalized and based on a system operated the following minimum safety rules: a distance of 30 and on a SaaS (Software as a Service) basis. 60 kilometers between the two centers, independent and multiple electric power supplies, redundant cooling systems, 1.6.11.2 Other IT applications and systems and double electric power supplies for all computer equipment. The objective is to maintain at least 99.98% up-time for each Other major applications and systems used by the Group are of the centers. “Oracle Financials” for fi nancial management and accounting, The Group periodically verifi es its disaster recovery plan by “Datawarehouse” for in-depth analyses of Company data and carrying out annual unit tests for each application group, and “Ataraxia” for the management of accidents, damages and by carrying out a large scale test of one of the two production maintenance of vehicles. centers every 18 months. Each of the simulation tests is The Group also uses collaborative cloud computing solutions covered by a report entailing, if need be, the implementation such as “Google Apps” for offi ce needs and the “Salesforce” of an improvement plan. software to optimize business relationships for the sales teams.

50 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

1.6.12 Regulation 01

The Group’s business is subject to numerous regulatory UNFAIR CONTRACT TERMS regimes throughout the world, in particular with respect to Directive 93/13/EC of the Council of April 5, 1993 on unfair the environment, personal data, consumer protection and terms in contracts concluded with consumers (modifi ed by franchise operation. Compliance with these rules, which may Directive 2011/83/EU of October 25, 2011 on consumer rights) differ considerably from one country to the next, is generally aims to protect European consumers against unfair terms in managed at the local level by each of the Group’s Corporate the contracts they conclude with professionals. The regulations Countries, subject to supervision and review by the Group’s concerning unfair contract terms apply to the vehicle rental Legal Department. agreements proposed by the Group’s companies to its individual consumer customers. 1.6.12.1 Consumer Protection Regulations National consumer rights authorities and/or associations ensure that the general terms and conditions drawn up by The Group offers services to individual consumers and is professionals are free from any unfair terms. This can lead therefore subject to Consumer Protection Regulations. to dialogue with these authorities and/or associations. Accordingly, legal procedures may sometimes be initiated with CONSUMER PROTECTION REGULATIONS their support or upon their own initiative. IN THE EEA With respect to France, in particular, the Unfair Terms The European Commission has invited the competent Commission under the responsibility of the Minister for authorities in Member States to implement measures necessary Consumer Affairs, examines agreements proposed in a to ensure compliance with EU and national consumer protection business sector and then issues recommendations for legislation. eliminating unfair terms in the sector’s agreements. In its recommendation No. 96-02 of June 14, 1996 on vehicle NON-DISCRIMINATION ON PRICES rental, the Unfair Terms Commission recommended the Directive 2006/123/EC of the European Parliament and of elimination of 44 clauses concerning the formation, execution the Council of December 12, 2006 on services in the internal and termination of rental agreements, and the related pricing, market prohibits unjustifi ed discrimination in the provision of payment and insurance. a service on the basis of a consumer’s nationality or place of The provisions of the Group’s general rental conditions are residence in all of the European Union Member States. regularly reviewed in order to ensure their compliance with the The European Commission is particularly vigilant with respect to regulations on unfair contract terms. compliance with the principle of non-discrimination in the single market. The Group has moved to a policy of offering the same COMMITMENTS prices in each local market, irrespective of which European In the context of the cooperative process between the country the customer or the reservation comes from. The same national authorities of Member States of the European Union rule is recommended to all franchisees. that are responsible for applying legislation for the protection of consumers pursuant to regulation EC No. 2006/2004, a UNFAIR COMMERCIAL PRACTICES dialogue was opened by the competent national authorities Directive 2005/29/EEC of the European Parliament and of the and the European Commission aimed at improving Council of May 11, 2005 on unfair commercial practices by consumer experiences (in particular the transparency and companies towards consumers in the internal market sets the suitability of contractual terms) within the European Union. principle of a general prohibition against unfair commercial In this respect, the Group made strong commitments to practices towards consumers, in particular misleading the European Commission in 2015, including the adoption practices. of new general rental conditions and the clarifi cation of the insurance and contractual guarantee policy in the event of In order to ensure free and informed consent by the consumer, damage caused to the vehicle. The Commission welcomed the Group is committed to providing consumers with easily the commitments made by the Group. In 2016, the Group accessible and totally transparent offer documentation. With continued its discussions with the European Commission and the intent of offering its consumers even more transparency, the the competent national authorities to continue improving its Group revised its general rental conditions in order to simplify practices in this area. and modernize them, and to harmonize them between the various countries in which it operates. These new general rental conditions were introduced at the start of January 2016.

EUROPCAR REGISTRATION DOCUMENT 2016 51 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

CONSUMER PROTECTION REGULATIONS Parliament and of the Council dated December 15, 1997 IN AUSTRALIA AND NEW ZEALAND concerning the processing of personal data and the protection of privacy in the telecommunications sector, provides the Europcar Australia is required to comply with the Competition framework for data protection in all of the countries of the and Consumer Act of 2010 (the “CCA”), which applies to European Economic Area (the “EEA”). most of its activities in the Australian market, in particular its commercial dealings with its partners and customers. The personal data directive applies to both automated and The primary purpose of the CCA is to ensure consumer non-automated processing of personal data where such protection and to improve competition between economic data is intended to be contained in a fi le. These operations players. In this regard, it lays down some general rules on include the collection, retention and dissemination of anti-competitive agreements between competitors, anti- personal data. It requires controllers of personal data competitive restrictions in the vertical procurement chain, established in a Member State of the EEA or using means unilateral anti-competitive conduct, objectionable conduct, of processing located on the territory of a Member State untruthful or misleading conduct, protection of consumers to take certain measures upstream of the data collection, as regards unfair contract terms and other unfair commercial during its preservation and until its deletion. The directive practices, and consumer guarantees. Europcar New Zealand applies to data processed automatically (such as a database is subject to similar rules in New Zealand. of customers) and data held in or intended to be held in non- automated fi les, which can be searched by specifi c criteria (such as traditional paper fi ling systems or an alphabetical 1.6.12.2 Protection of personal data card index of customer data). In the course of its business, the Group gathers and Note that regulation 2016/679 of the European Parliament processes information that is subject to laws and regulations and Council, of April 27, 2016, on the protection of natural on the protection of personal data, both in Europe and in persons with regard to the processing of personal data and on other regions where the Group does business. Personal data the free movement of such data, was adopted in 2016. It will concerning the Group’s customers is principally processed come into force as from May 25, 2018 and replaces Directive using Europcar’s information system, “GreenWay®” and in the 95/46/EC on data protection. Group’s databases used to fulfi ll its commercial obligations The new rules include provisions on (i) the right to be forgotten; (such as carrying out a rental agreement), for statistical (ii) clear and explicit consent by the person concerned for the purposes, for marketing, for reporting and for customer use of their personal data; (iii) the right to transfer data to relations management (such as monitoring customers’ another service provider; (iv) the right to be informed in the event accrued entitlements under a loyalty program). that data are stolen; (v) the guarantee that policies on privacy The Group’s companies and international franchises undertake protection should be explained in clear and comprehensible to collect and process customer data in compliance with language; and (vi) stricter application and fi nes of up to 4% of applicable European regulations on personal data protection. a company’s total global revenue, in the aim of discouraging They also ensure the preservation of the Group’s image and breaches of the rules. reputation. Any Group entity breaching these obligations can be subject, depending on the country in which it occurs, to administrative, PROCESSING PERFORMED WITHIN civil or criminal penalties. THE EUROPEAN ECONOMIC AREA Although personal data law has for the most part been Directive 95/46/EC of the European Parliament and of harmonized in the EEA, the transposition of the personal data the Council dated October 24, 1995 on the protection of directive into the national laws of the Member States has led individuals with regard to the processing of personal data to regimes that can vary and may be more restrictive than the and on the free movement of such data (the “personal data regime imposed by the personal data directive. directive”), supplemented by Directive 97-66 of the European

52 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

PROCESSING PERFORMED OUTSIDE ENVIRONMENTAL REGULATION WITHIN THE EEA THE EUROPEAN ECONOMIC AREA The use of tanks to store petroleum products, including 01 The Group is present in numerous countries outside of the gasoline, diesel and used oil; the use, storage and handling of EEA, where it has occasion to process personal data both on various dangerous substances (including fuels and lubricants); its own behalf and on behalf of its business customers and and the production, storage, transport and disposal of waste commercial partners. (including used oils, mud from washing vehicles and used water) are regulated by Directives No. 96/82/EC dated December 9, Although there is no international law harmonizing all of the 1996 (the “Seveso II” directive), which was repealed by Directive principles applicable to the protection of personal data, the 2012/18/EU, and Directive 2008/98/EC of the European regulatory framework applicable within the EEA serves as Parliament and of the Council dated November 19, 2008 on a reference, fi rst, because it is stringent and was a pioneer waste. in this area of regulation, and, second, because it has infl uenced legislation in numerous countries that have used Pursuant to Seveso II, any industrial or agricultural operation it as a model, in particular in North Africa, Latin America liable to create risks or result in pollution or nuisance, in particular and Asia. for the health and safety of local residents, is a classified installation. Activities that are governed by the legislation on TRANSFER OF PERSONAL DATA OUTSIDE classifi ed installations are listed following a nomenclature that THE EUROPEAN ECONOMIC AREA classifi es them as requiring either authorization, registration or reporting, depending on the significance of the risks or The Group transfers personal data to its franchisees and/ problems that may be caused. The legislation on classifi ed or partners outside the EEA in strict accordance with rental installations gives the State the authority (i) to authorize or agreements between the franchisees and/or partners and their refuse to authorize the operation of an installation; (ii) to regulate customers. The franchise agreements to which the Group’s (in other words, to require compliance with certain technical companies are parties contain a personal data protection provisions); (iii) to monitor; and (iv) to impose penalties. provision pursuant to which the franchisees undertake to comply with the same obligations as those incumbent upon Regulation of classifi ed installations is expected to change Group companies. under Directive 2012/18/EU of the European Parliament and of the Council dated July 4, 2012 on the control of major- For certain agreements that require data to be transferred accident hazards involving dangerous substances, called the outside the EEA, Group policy proposes the use of standard “Seveso III” directive, which entered into effect on August 13, contractual clauses drafted by the European Commission so 2012. The purpose of the Seveso III directive is to align the that personal data can be transferred. list of dangerous substances covered by the directive with the new classifi cation system for dangerous substances contained 1.6.12.3 Environmental regulation in regulation (EC) No. 1272/2008 of the European Parliament and of the Council dated December 16, 2008 on classifi cation, As of December 31, 2016, the Group used approximately 325 labeling and packaging of substances and mixtures, known as fuel storage installations (165 tanks and 165 fuel pumps) in its the “CLP regulation”, and to progressively replace the current Corporate Countries. system by June 1, 2015. The CLP regulation establishes new methods for the classifi cation of substances and creates new Each Corporate Country is responsible for ensuring that its categories of hazards that have been incorporated into the storage facilities comply with local regulations in that country Seveso III directive. Seveso III was transposed into French law in order to ensure that they (i) are properly reported to the by Law No. 2013-619 dated July 16, 2013, with the Articles competent authorities of the countries in which they are entering into force on June 1, 2015, by Decree No. 2014-284 located; and (ii) have been replaced or upgraded to comply dated March 3, 2014 and by Decree No. 2014-285 of March 3, with applicable requirements on the detection of leaks and 2014 modifying the nomenclature of classifi ed installations for protection against spills, overfl ows and corrosion. The Group the protection of the environment. has the necessary authorizations and registrations for its activities. In France, for example, stations with tanks do Directive 2008/98/EC dated November 19, 2008 on waste not require prior authorization but must be reported to the defi nes the hierarchy for waste prevention and management as competent authorities. Depending on the volumes pumped follows: prevention, reuse, recycling, other recovery (in particular and the nature and amount of product storage used, some energy recovery) and disposal. This provision was transposed are considered “classifi ed installations” for the protection of into French law by Article L. 541-1 of the French Environmental the environment. Code. It also specifi es the obligations of waste producers and waste holders with regard to the waste hierarchy, requires waste Similarly, each Corporate Country is responsible for any producers and waste holders to classify their waste and to remediation obligations that it may incur under local regulations. package and label their hazardous waste, and prohibits mixing

EUROPCAR REGISTRATION DOCUMENT 2016 53 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES DESCRIPTION OF THE GROUP’S BUSINESS

of hazardous waste with other waste or materials outside of a ENVIRONMENTAL REGULATION IN AUSTRALIA classifi ed installation for the protection of the environment. In AND NEW ZEALAND managing its waste, the Group takes all necessary measures In Australia, the operation of oil tanks, in particular underground to ensure that its activities comply with applicable regulations. tanks, is regulated at both the state and the federal level. Europcar has obtained the ISO 14001 certification (the The regulations consist of a combination of specific rules environmental management standard of the International and general principles contained in environmental laws. Organization for Standardization) for its environmental Environmental regulation is relatively uniform and is tied to the management systems in Germany, the United Kingdom, Italy, Australian Standard AS 1940-1993. Spain, Portugal, Belgium and France. The certifi cation also The operation of underground oil tanks is a particular focus of covers rental stations operated directly by the Group. regulation due to the risk of contaminating groundwater and The Corporate Countries monitor and, if necessary, perform generating leaks that may be diffi cult to detect. Generally, the remediation relating to the disposal of waste and/or substances regulatory framework is intended (i) to implement preventive originating from installations that they currently rent or hold measures to reduce the risk presented to human health and or that they have in the past rented or held. The cost of such to the environment resulting from the operation of underground remediation as well as costs relating to environmental harm tanks; (ii) to conserve resources and detect leaks quickly in caused by the activities of a Corporate Country could be order to avoid the need for extensive remediation work; (iii) to significant. The Group’s estimated probable losses in that remediate sites when the regulated activity has ceased; and regard are the subject of provisions in its consolidated fi nancial (vi) to ensure that businesses governed by the regulations use statements. As of December 31, 2015, the total amount best practices. In order to meet these objectives, obligations provisioned to cover the Group’s environmental liabilities was are imposed such as the installation of leak-detection systems, €275,000, representing the estimated cost to study any on- the performance of groundwater testing and the preparation of site environmental problems that may require monitoring and/ a written, auditable plan for the protection of the environment or remediation, as well as the estimated costs of carrying out by each regulated installation. The reporting and information that remediation. Cost estimates are prepared site by site on system for leaks must also be the subject of a written plan. the basis of precedents, and are refi ned as the environmental The removal of underground oil tanks must be reported to study at the site in question progresses. local authorities and is governed by the Australian Standard AS 4976-2008. In France, the Group maintains an updated table listing the oil installations and classifi ed installations that it operates in Europcar New Zealand is subject to environmental rules in New order to ensure that they are monitored. In that regard, periodic Zealand that are similar to those applicable in Australia. regulatory inspections of classifi ed installations are performed every fi ve years by an approved organization (Dekra until 2015 STORAGE TANK COMPLIANCE PROGRAM and Bureau Veritas thereafter). In the event of non-compliance, the Group carries out remediation. Each of the operational subsidiaries in the Corporate Countries has implemented a storage-tank compliance program intended In connection with its activities, the Group is also subject to to ensure that tanks are properly registered with the competent European energy effi ciency regulations (Directive 2012/27/ authorities of the countries in which such tanks are located and EU of the European Parliament and of the Council on energy are either replaced or brought into compliance with applicable effi ciency dated October 25, 2012). The directive establishes requirements for the detection of leaks, spills and overfl ows a common framework for the promotion of energy effi ciency and protection against corrosion. However, there can be no in the European Union. Pursuant to Article 8 of the directive, assurances that these tank systems will remain at all times free transposed by Article L. 233-1 of the French Energy Code, of undetected leaks or that the use of these tanks will not result all large businesses such as the Group must perform energy in signifi cant spills. The Corporate Countries regularly work with audits covering the entire business every four years (and for third party organizations to verify or certify, where necessary, the fi rst time by December 5, 2015 at the latest). Article 13 the compliance of their classifi ed installations. of the directive, transposed in Article L. 233-4 of the French Energy Code, provides for penalties in the event that these Employee training in environmental risk management is audits are not performed in a timely manner. For the Group, implemented and managed at the level of the Corporate these penalties could consist of fi nes of up to 2% of the Group’s Countries. revenues (excluding taxes) in France for the most recently closed fi scal year. These audits must be performed by external consultants or by qualifi ed internal auditors.

54 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES ORGANIZATION CHART

1.6.12.4 Regulation of franchises areas: (i) the environment, (ii) anti-corruption, (iii) competition, (iv) data protection, (v) Human Resources, (vi) customers. The 01 The Group has an extensive network of franchisees and as such Group’s Code of Ethics and Commitments is based on various is subject to European franchise regulations and applicable international undertakings to which the Company has signed national regulations as designated in the franchise agreements. up, including, (i) the UN universal declaration of human rights, At European level, this means Commission regulation (ii) the European convention on human rights, (iii) the various (EU) 330/2010 dated April 20, 2010, on the application of ILO conventions, including in particular Conventions 29, 105, Article 101(3) of the Treaty on the Functioning of the European 138 and 182 (on child labor and forced labor), 155 (health and Union to categories of vertical agreements and concerted safety at work), 111 (discrimination), 100 (equal compensation), practices in light of guidance on vertical restraints. 87 and 98 (freedom of association, right of association and collective bargaining), (iv) OECD guidelines for multinationals, Franchising is also governed by the laws of the various countries (v) the UN convention on the rights of the child and (vi) the where the Group operates through franchisees. In order to UN Global Compact. All Group employees must apply these ensure harmonized management of its franchise network, the principles. large majority of franchise agreements that the Group enters into internationally are governed by French law. Article L. 330-3 The Sapin 2 Law came into force on December 11, 2016, of the French Commercial Code includes an obligation to inform setting new obligations to identify and prevent corruption. prior to the signature of any franchising agreement. The Group’s Provisions include: (i) implementation of an anti-corruption franchise agreements that are governed by French law comply code of conduct, a corruption risk map, procedures for with this obligation. evaluating customers, suppliers, intermediaries and strict accounting control procedures; (ii) implementation of a corruption whistleblowing system; (iii) the creation of a new 1.6.12.5 Business ethics program anti-corruption agency with powers to sanction anyone falling short of their Sapin 2 obligations, (iv) arrangements allowing In 2016, the Group adopted a new Ethics Program supported deferred prosecution agreements in corruption investigations, by a Code of Ethics and Commitments. Both documents aim which should radically change the way investigating authorities to make stakeholders aware of the key ethical principles applied and industry players approach this matter. by Europcar without seeking to draw up an exhaustive or exclusive list. These principles apply in full to all Group activities. The Group continues to update its Ethics and Compliance The Company’s ethical commitments address the following key Program in light, notably, of the new Sapin 2 requirements.

1.7 ORGANIZATION CHART

The Company, the Group’s non-operational holding company, agreement pursuant to which the Company provides ECI with directly or indirectly holds all of the entities comprising the Group its know-how regarding ﬂ eet management, sales, marketing, and as such lays down certain broad policies, for instance, communications, Human Resources management, accounting, determining the Group’s strategy and the resources necessary ﬁ nance, operations and legal services. In consideration for for its implementation, as well as its commercial policy. these services, the Company receives monthly payments from Europcar International S.A.S.U. The Company assists its Corporate Companies through a number of support functions. On September 28, 2006, it concluded with Europcar International S.A.S.U. a services

EUROPCAR REGISTRATION DOCUMENT 2016 55 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES ORGANIZATION CHART

1.7.1 Simpliﬁ ed Group organizational chart

The following chart presents the legal organization of the Group as well as the percentage that Europcar Groupe S.A. holds directly or indirectly in the share capital and voting rights of its subsidiaries as of the date of this Registration Document.

GoCar 100% Executive Trust 100% Europcar 100% Europcar Carsharing Ltd Ltd Participations Groupe S.A. S.A.S. (Ireland) (Ireland) (France) (France)

100% Irish Car Rental (Ireland) Europcar 100% Europcar International Holding S.A.S.U. s.a.s. (France) (France)

100% 25% 100%100% 99% 99.99% 0.01% 74.22% 100%100% 100% 100%

Europcar Europcar Europcar Italia, Europcar Lab Car2go Europe Europcar IB, Europcar International Europcar France Europcar S.A. Internacional S.A.S. GmbH SA Holding PTY Ltd S.A.S. Aluguer de SpA S.A.S.U. und Co. OHG (Belgium) (France) (Germany) (Spain) (Australia) (Germany) (France) Automoveis, SA (Italy) (Portugal) 100% 100% 100% 100% 100% 1% 0.01%

Europcar Ubeeqo Ultramar Europcar Europcar Autovermietung 25.77% Europcar UK, Lab UK Ltd International Cars, S.L. Australia S.A.S. PTY Ltd GmbH Europcar Ltd (UK) (Spain) (France) (Australia) (Germany) 100% Services, (UK) Unipessoal, 100% Lda 80% (Portugal) 100%

PremierFirst E-Car Club UBEEQO G1 Holdings Europ-Hall Locaroise 99.99% SMJV Ltd Vehicle Rental Holding Ltd SPRL PTY Ltd S.A.S. S.A.S. (New Zealand) EMEA Holdings Ltd (UK) (Belgium) (Australia) (France) (France) (UK)

100% 100% 100% 100% UBEEQO 100% E-Car FRANCE S.A.S. CLA Holdings BVJV Ltd PremierFirst Club Ltd (France) PTY Ltd (New Zealand) Vehicle Rental (UK) (Australia) Holdings Ltd (UK) UBEEQO 100% 100% LUXEMBOURG 100% Europcar Lab (Luxembourg) CLA Trading Italia S.r.l. PTY Ltd Europcar Group (Italy) (Australia) UBEEQO 100% UK, Ltd GMBH (UK) 24.26% (Germany)

Wanderio (Italy) UBEEQO LTD 100% (GB) Brunel Group Holding Ltd (UK)

DOSPALOS 100% 100% SPAIN, S.L. (Spain) A&A Prestige Chauffeurs Ltd (UK) GUIDAMI, S.r.l. 100% (Italy) Brunel Carriage Ltd (UK)

Holding company Brucar Ltd (UK) Operational company

Brunel Corporate Facilities Ltd (UK)

56 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES ORGANIZATION CHART

1.7.2 Subsidiaries and equity investments 01

1.7.2.1 Signifi cant subsidiaries Autovermietung GmbH. Europcar Autovermietung GmbH’s principal business is short-term vehicle rental in Germany; The Company’s principal direct and indirect subsidiaries are a described below: Europcar S.A. is a Belgian limited liability corporation (société anonyme), the registered office of which is a Europcar International S.A.S. (“ECI”) is a French located at 281 rue Saint-Denis, 1190 Forest, Belgium, and single-shareholder simplifi ed stock company (société par registered with the Belgian Trade Register under number 0 actions simplifiée), the registered offi ce of which is located 413 087 168. The Company indirectly holds 100% of the at 2 rue René Caudron, Bâtiment OP, 78960 Voisins-le- share capital and voting rights of Europcar S.A. Europcar Bretonneux, France, and registered with the Versailles Trade S.A.’s principal business is short-term, medium-term and and Companies Register under number 542 065 305. The long-term vehicle rental in Belgium; Company directly holds 100% of the share capital and a voting rights of ECI. ECI’s main role is as an operational Europcar UK Limited is an English limited liability company, holding company for the Group. It directly or indirectly the registered offi ce of which is located at James House, holds the majority of the Group’s subsidiaries and equity 55 Welford Road, Leicester LE2 7AR, United Kingdom, and investments. At the date of this Registration Document, ECI registered with the Registrar of Companies of England and is the holder of some of the Group’s principal trademarks, Wales under number 875561. The Company indirectly holds including Europcar®. It negotiates and manages the Group’s 100% of the share capital and voting rights of Europcar international agreements and partnerships. It manages and UK Limited. Europcar UK Limited is the Group’s holding operates the principal information systems; company in the United Kingdom; a a Europcar Holding S.A.S. is a French single-shareholder Europcar Group UK Limited is an English limited liability simplifi ed stock company (société par actions simplifiée), the company, the registered offi ce of which is located at James registered offi ce of which is located at 2 rue René Caudron, House, 55 Welford Road, Leicester LE2 7AR, United Bâtiment OP, 78960 Voisins-le-Bretonneux, France, and Kingdom, and registered with the Registrar of Companies of registered with the Versailles Trade and Companies Register England and Wales under number 1089053. The Company under number 428 713 937. The Company indirectly holds indirectly holds 100% of the share capital and voting 100% of the share capital and voting rights of Europcar rights of Europcar Group UK Limited. Europcar Group UK Holding S.A.S. Europcar Holding S.A.S. directly or indirectly Limited’s principal business is short-term vehicle rental in holds some of the Group’s subsidiaries and centralizes the the United Kingdom; Group’s fi nances; a Europcar Italia S.p.À. is an Italian single-shareholder a Europcar France S.A.S. is a French single-shareholder stock company, the registered offi ce of which is located at simplifi ed stock company (société par actions simplifiée), 32 Corso Italia, 39100 Bolzane, Italy, and registered with the registered office of which is located at 2 rue René the Bolzane Trade Register under number 207101. The Caudron, Parc d’Affaires “Le Val Saint Quentin”, Bâtiment Company indirectly holds 100% of the share capital and L, 78960 Voisins-le-Bretonneux, France, and registered voting rights of Europcar Italia S.p.A. Europcar Italia S.p.A’s with the Versailles Trade and Companies Register under principal business is short-term vehicle rental in Italy; number 303 656 847. The Company indirectly holds 100% a Europcar Internacional Aluguer de Automoveis S.A. of the share capital and voting rights of Europcar France is a Portuguese limited liability corporation, the registered S.A.S. Europcar France S.A.S’s principal business is short- offi ce of which is located at 17 Rua Carlos Alberto Mota term vehicle rental in France; Pinto, Lisbon, 10996095, Portugal and registered with a Europcar International S.A.S.U. und Co OHG is a the Lisbon Trade Register under number 500074135. German partnership, the registered offi ce of which is located The Company indirectly holds 100% of the share capital at 81 Tangstedter Landstrasse, 22415 Hamburg, Germany, and voting rights of Europcar International Aluguer de and registered with the Hamburg Trade Register under Automoveis SA. Europcar Internacional Aluguer de number HRA83202. The Company indirectly holds 100% of Automoveis SA’s principal business is short-term vehicle the share capital and voting rights of Europcar International rental in Portugal; S.A.S.U. und Co OHG. Europcar International S.A.S.U. und a Europcar IB S.A. is a Spanish company, the registered Co OHG is the Group’s holding company in Germany; offi ce of which is located at 16-18 Avenida del Partenon, a Europcar Autovermietung GmbH is a German limited 2a planta, Campos de las Naciones, Madrid, 28042, liability company, the registered offi ce of which is located Spain, and registered with the Madrid Trade Register under at 81 Tangstedter Landstrasse, 22415 Hamburg, Germany, number 5999. The Company indirectly holds 100% of the and registered with the Hamburg Trade Register under share capital and voting rights of Europcar IB S.A. Europcar number HRB42081. The Company indirectly holds IB S.A.’s principal business is short-term vehicle rental in 100% of the share capital and voting rights of Europcar Spain;

EUROPCAR REGISTRATION DOCUMENT 2016 57 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES ORGANIZATION CHART

a CLA Trading Pty Limited is an Australian limited liability On December 12, 2016, as part of the buyout of its Irish company, the registered offi ce of which is located at 158 franchisee, the Group, acting through its subsidiary Europcar Mickleham Road - Tullamarine, Victoria, VIC 3044, Australia, Participations S.A.S., acquired 100% of the capital of the Irish and registered with the Victoria Trade Register under companies Executive Trust Limited and GoCar Carsharing number ACN 282 220 399. The Company indirectly holds Limited, specialists in vehicle rental and car-sharing, 100% of the share capital and voting rights of CLA Trading respectively. With these acquisitions the Group has extended Pty Ltd CLA Trading Pty Ltd’s principal business is short- its network of subsidiaries from 9 to 10 countries and boosted term vehicle rental in Australia; its presence in the mobility sector. a BVJV Limited is a New Zealand limited liability company whose registered offi ce is located at 848 Colombo street, 1.7.2.3 Equity Investments Christchurch, New Zealand and is registered with the commercial registry under number AC 117 1885. The As part of its mobility strategy, in September 2016 the Group, Company indirectly holds 100% of the share capital and acting through its Italian subsidiary Europcar Lab Italia S.p.A, voting rights of BVJV Limited The main business of BVJV took a 20% non-controlling stake in Wanderio S.p.A, an Italian Limited is short term vehicle rental in New Zealand; start-up whose aim is to offer an online multimodal search and comparison platform where customers can fi nd the best means a Executed Trust Ltd. is a company formed under Irish law of transport from A to B, by price and journey time. whose registered offi ce is located at 35 Northwood Court, Northwood Business Park, Dublin 19, and registered with As of the date of this Registration Document, the Group also the Dublin Company Register under number 22423. The holds a 25% stake in the capital and voting rights of Car2go Company indirectly holds 100% of the share capital and Europe GmbH. Car2go Europe GmbH is consolidated by voting rights of Executed Trust Ltd. whose business activity the equity method in the Group’s consolidated financial is short-term vehicle rentals in Ireland. statements. See Section 3.4 “Consolidated financial statements and Statutory Auditors’ report” . For a description of the Group’s other consolidated subsidiaries, see Note 36 “Group Entities” to the 2016 fi nancial statements included in Section 3.4 “Consolidated financial statements 1.7.2.4 EC Finance Plc and Statutory Auditors’ report” of the Registration Document. EC Finance Plc is an autonomous special-purpose fi nancing vehicle formed in connection with the issuance of the EC 1.7.2.2 Acquisitions and disposals Finance Notes, which are used to fi nance part of the Group’s of subsidiaries in 2016 fl eet. All of EC Finance Plc’s common shares are held by TMF Trustee Limited, an English entity, in its capacity as trustee for On July 1, 2016, Europcar France, bought out its franchisee a charitable trust established under English law. EC Finance Locaroise, the third-largest franchise by revenue, acquiring all Plc has no material operations. The Company is deemed to the shares in each of Locaroise S.A.S.’s subsidiaries: Car-Fast indirectly control EC Finance Plc, which is included in the Sarl, Prepare Auto Sarl and Locaroise Gestion et Administration Group’s scope of consolidation. For more information on the EC Sarl Locaroise has 19 branches from the north of the Paris Finance Notes, see Section 3.2.3 “Description of the financing region to the south of the metropolitan area of Lille. Revenue as of December 31, 2016” of this Registration Document. was around €17 million in 2015. On August 16, 2016, acting through its UK subsidiary Europcar Group UK Limited, the Group acquired 100% of the capital of 1.7.2.5 Securitifl eet Entities the UK company Brunel Group Holdings Limited, parent of Securitifl eet S.A.S.U. and Securitifl eet S.p.A are, respectively, the Brunel group which specializes in ride-hailing and private 100% and 94% held by Securitifl eet Holding S.A., which in chauffeuring. Brunel Group Holding Limited itself holds 100% turn is controlled by Sanne Capital Market (Ireland) Limited, stakes in UK companies A&A Prestige Chauffeurs Limited, an autonomous special purpose vehicle governed by Irish law: Brunel Carriage Limited, Brucar Limited and Brunel Corporate a Facilities Limited. Following this acquisition, the Group can now Securitifl eet S.A.S.U. is a single-shareholder simplifi ed meet the highest needs of business customers with bespoke stock company (société par actions simplifiée), the registered personalized services. offi ce of which is located at 57 Avenue de Bretagne, 76100 Rouen, France, and registered with the Rouen Trade As part of the Group’s internal reorganization, Europcar and Companies Register under number 443 071 816. International S.A.S. sold the shares in Europcar Participations Securitifl eet S.A.S.U. is an autonomous special purpose S.A.S. (formerly “EC 2 S.A.S.U.”) to the Company on company set up in connection with the Group’s December 9, 2016. securitization structure and having as its sole purpose the acquisition and ownership of vehicles to be leased to Europcar France S.A.S.; and

58 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES ORGANIZATION CHART

a Securitifleet S.p.A. is an Italian stock company, the number HRB 91341. Securitifl eet GmbH is an autonomous registered office of which is located at 32 Corso Italia, specialpurpose company set up in connection with the 01 39100 Bolzane, Italy, and registered with the Bolzane Trade Group’s securitization structure and having as its sole Register under number 205586. Securitifl eet S.p.A is an purpose the acquisition and ownership of vehicles to be autonomous special purpose company set up in connection leased to Europcar Autovermietung GmbH; with the Group’s securitization structure and having as its a Securitifl eet S.L. is a Spanish limited liability company, the sole purpose the acquisition and ownership of vehicles to registered offi ce of which is located at C/Trespaderne, 19 be leased to Europcar Italia S.p.A. Madrid, Spain, registered with the Madrid Trade Register, Securitifleet GmbH and Securitifleet S.L. are, respectively, Sheet M (310,150), Book 17.955, page 92, and holding 90% and 95% held by Securitifl eet Holding Bis S.A.S.U., itself Tax Identifi cation Code B-83382549. Securitifl eet S.L. is an controlled by Structured Finance Management Corporate autonomous specialpurpose company set up in connection Services (Ireland) Limited, an autonomous special purpose with the Group’s securitization structure and having as its vehicle governed by Irish law: sole purpose the acquisition and ownership of vehicles to be leased to Europcar IB S.A. a Securitifleet GmbH is a German limited liability company, the registered offi ce of which is located at 81 The above-mentioned Securitifl eet entities are included in the Tangstedter Landstrasse, 22415 Hamburg, Germany, Group’s scope of consolidation. and registered with the Hamburg Trade Register under

The following organizational chart sets forth the legal organization of the Securitiﬂ eet companies at the date of this Registration Document. For a presentation of the links between the Europcar operating entities and the Securitiﬂ eet companies, please see the graphic shown in Section 3.2.3 “Description of the financing as of December 31, 2016”.

Structured Finance Sanne Capital Management Corporate Europcar Groupe S.A. Market Ireland Ltd Services (Ireland) Ltd (France)

100% 91.70% 100%

Securitiﬂeet Europcar Securitiﬂeet 8.30% Europcar Holding Bis S.A.S.U Autovermietung GmbH Holding S.A. International S.A.S.U. (France) (Germany) (France) (France)

90% 5% 100% Securitiﬂeet 100% Securitiﬂeet GmbH SF Location S.A.S.U. S.A.S.U. (Germany) (France) (France)

95% 5% 94% Securitiﬂeet S.L. Securitiﬂeet S.p.A. (Spain) (Italy)

Europcar Italia S.p.A. (Italy)

Ad hoc entities

Holdings

Securitifleet operational companies

EUROPCAR REGISTRATION DOCUMENT 2016 59 01 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

1.8 RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

1.8.1 Research and development

The Group does not conduct any research and development Please see Section 1.6.2 “Europcar Lab” for a description of activities. However, it is constantly searching for innovative Europcar Lab. solutions. In 2014, it created Europcar Lab, an ideas incubator to support the Group’s strategic projects.

1.8.2 Intellectual property, licenses, usage rights, and other intangible assets

The Group holds most of the material intellectual property rights agreement with Advantage OpCo (“Advantage”) pursuant to used in connection with its business, which enables it in the which (i) Advantage grants ECI an exclusive license to certain vast majority of cases to provide services to its customers “Advantage” trademarks in the countries where the Group is without dependence on third parties. present or has a franchise, with the exception of the United States (although the license does cover Puerto Rico) and Most of these rights are held by ECI and ECG, with the (ii) ECI grants Advantage an exclusive license to the “Europcar®” remainder (for distinctive marks used in a particular country) trademark in the United States (but not covering Puerto Rico). held by local Group entities. The licenses are non-exclusive and non-transferable for a The Group’s intellectual property rights primarily comprise: duration equal to the term of the joint venture or franchise agreements in connection with which they are granted. These (i) rights to distinctive marks, such as trademarks or domain licenses are not the subject of specifi c fees, but instead are names, in particular those including the names “Europcar”, taken into account in the overall negotiation of the partnership “InterRent” and “Keddy”. These intellectual property rights or franchise agreements to which they apply. Under the are registered or in the process of being registered in most partnership with the Chinese group Shouqi Car Rental, a cross- of the countries where the Group does business, in order license agreement was also entered into with the latter, under to protect them appropriately for the related activities; and the terms of which (i) Shouqi granted to Europcar International (ii) rights relating to the “GreenWay®” technology, the Group’s SASU an exclusive license on certain brands in the countries complete commercial software solution, principally in the where the Group operates or has a franchise, and (ii) Europcar areas of fl eet management, e-commerce, reservations and International S.A.S.U. granted to Shouqi an exclusive license on global distribution, as well as rental activities. the “Europcar®” brand in China. The licenses are non-exclusive and non-transferable for a duration equal to the term of the In connection with several partnerships and franchise partnership agreement in connection with which they are agreements outside of France (in particular with (i) Discount granted. Car & Truck Rentals Limited in Canada, (ii) AMAG Services AG in Switzerland and Lichtenstein, (iii) ARAC GmbH in Austria, (iv) For details of the valuation of the Group’s brands, see Note 16 Ostergaard Biller and (v) InterRent AS in Norway, and where “Intangible assets” to the 2016 fi nancial statements included in the services provided so require, ECI grants its partners and Section 3.4 “Consolidated financial statements and Statutory franchisees a license to certain of its intellectual property rights Auditors’ report ”. (in particular to its trademarks and GreenWay® technology) in a given territory. ECI is also party to a cross-licensing

60 EUROPCAR REGISTRATION DOCUMENT 2016 OVERVIEW OF EUROPCAR AND ITS ACTIVITIES PROPERTY, PLANT AND EQUIPMENT

1.9 PROPERTY, PLANT AND EQUIPMENT 01

As of December 31, 2016, the Group held property, plant and Each of the Corporate Countries occupies its own registered equipment with a gross value of €285.0 million (against €282.1 offi ce and the Group owns the buildings that house the millions as of December 31, 2015). The Group also leases some German registered offi ce; of its fi xed assets, in particular certain buildings and technical a rental stations, primarily located in or near airports and equipment. For 2016, rental charges totaled €70 million (against train stations, as well as in business and residential €67.1 million at December 31, 2015). neighborhoods. The Corporate Countries rent or operate Property, plant and equipment owned or leased by Group the majority of the Group’s 1,034 directly managed stations, entities consists mainly of: pursuant to concessions awarded by governmental authorities and leases with private entities. The leases and a administrative buildings and offices, for the Group’s concession agreements generally require the payment of administrative and commercial needs, in all of the countries rent or minimum concession fees, and in certain countries where the Group does business. also require the relevant Corporate Country entity to pay or The Company’s registered offi ce is in Voisins-le-Bretonneux, reimburse operating fees, additional rent, or concession fees (78960, France) where it occupies Bâtiment OP of the “Parc that are greater than the guaranteed minimum, calculated d’Affaires le Val Saint-Quentin”, which includes 5,900 square based on a percentage of revenue or sales at the locations meters of rental offi ce space, as well as parking spaces. in question; This is leased by E uropcar International under a commercial a technical infrastructure for servers and data centers; offi ce lease signed on May 4, 2011, with a fi xed duration of nine years and three months as from October 1, 2012. a fueling equipment and car washing installations in its The initial nine year three month duration is fixed and stations in each Corporate Country. irrevocable, E uropcar I nternational having waived its right This property, plant and equipment is used as security for the to terminate the lease at the end of the fi rst three three-year Group’s corporate fi nancing, as explained in more detail in terms thereof, Note 17 “Property, plant and equipment” to the 2016 fi nancial The Company also occupies 528 square meters on the statements included in Section 3.4 “Consolidated financial 6th and 7th storeys of an office complex in Paris’s 17th statements and Statutory Auditors’ report ”. arrondissement (75017), 24, rue de Prony, leased by E uropcar I nternational under a commercial office lease signed on July 4, 2016, with a duration of nine years, including six years fi xed, as from August 1, 2016,

EUROPCAR REGISTRATION DOCUMENT 2016 61 62 EUROPCAR REGISTRATION DOCUMENT 2016 02

RISK FACTORS

2.1 RISKS RELATING TO THE GROUP’S 2.5 FINANCIAL RISKS 89 INDUSTRY AND MARKETS 64 2.6 INSURANCE AND RISK MANAGEMENT 90 2.2 RISKS RELATED TO THE BUSINESS 67 2.7 REGULATORY, LEGAL AND 2.3 RISKS RELATING TO THE GROUP’S ARBITRATION PROCEEDINGS 94 FINANCIAL STRUCTURE AND PROFILE 77

2.4 REGULATORY AND LEGAL RISKS 83

EUROPCAR REGISTRATION DOCUMENT 2016 63 02 RISK FACTORS RISKS RELATING TO THE GROUP’S INDUSTRY AND MARKETS

Investors should consider all of the information set forth in this Registration Document, including the following risk factors as set out in this Chapter. Such risks are, as of the date of this Registration Document, the risks that the Group believes, were they to occur, could have a material adverse effect on its business, fi nancial results, fi nancial position and prospects. The Group believes that, as of the date of this Registration Document, there are no signifi cant risks other than those presented in this Chapter. The attention of investors is drawn to the fact that additional risks that are not known at the date hereof, or whose occurrence as of the date hereof is not considerered likely to have a material adverse effect on the Group’s business, its results of operations, fi nancial position or prospects, image, reputation or on the market share price of the Company, may exist or occur. The fi gures concerning Corporate Countries do not include the Irish subsidiary, a former franchisee acquired by Europcar on December 12, 2016.

2.1 RISKS RELATING TO THE GROUP’S INDUSTRY AND MARKETS

2.1.1 Risks related to the high level of competition in the vehicle rental industry

The vehicle rental industry is a competitive market. The Group supply forecasts as well as competitive positioning strategies. A competes at the international level primarily with a number of number of variables complicate the accuracy of such forecasts, global vehicle rental companies such as Hertz, Avis, Enterprise including the variability of other vehicle rental companies’ fl eet and Sixt. The Group also competes in specific regions or sizes and the relative dispersion of the European market, which countries with a number of smaller regional companies (such as may lead to mismatches between supply and demand. GoldCar in Europe). In particular regions, some of the Group’s The Group’s competitors may also seek to compete competitors and potential competitors may have greater market aggressively on the basis of price in order to protect or gain share, more technical staff, larger customer bases, lower cost market share. The Group risks losing rental volume if its prices bases, more established distribution channels or greater brand are not competitive with its competitors. If competitive pressures recognition and may adapt more rapidly than the Group does require the Group to match competitors’ prices but the Group to respond to expectations and changes in demand in the is not able to reduce operating costs correspondingly, then the regions in which they operate. On a worldwide basis, some of Group’s results of operations and fi nancial position could be these competitors and potential competitors may have greater materially and adversely affected. fi nancial or marketing resources. Furthermore, the emergence of new mobility solutions creates Price is one of the industry’s main competitive factors. Pricing is opportunities but also carries risks. The arrival of new potential signifi cantly affected by the supply of vehicles available for rent competitors such as companies offering car-sharing and car- relative to demand, and oversupply of rental vehicles relative to pooling services and their growing presence in the mobility demand can result in intense pricing pressure as vehicle rental market may also affect the Group’s competitive position. companies seek to maintain high fl eet utilization rates. Vehicle rental companies adjust fl eet size based on their demand and

64 EUROPCAR REGISTRATION DOCUMENT 2016 RISK FACTORS RISKS RELATING TO THE GROUP’S INDUSTRY AND MARKETS

2.1.2 Risks related to structural changes in the vehicle rental industry

The vehicle rental market has been undergoing structural may continue to increase, competitive pressure, as well as the changes that have affected its competitive dynamics in recent homogenization of offers such that price could increasingly years. become the primary, or even sole, differentiating factor. These 02 trends could have a material adverse effect on the Group’s The increasing use of the Internet for vehicle rental reservations business, results of operations, fi nancial position and prospects. is a signifi cant structural change that has increased competitive transparency and thus potential price pressure in the vehicle With increased pricing transparency and the recent economic rental industry. This price pressure is expected to continue, downturn, individuals and businesses have been increasingly even though the rate of increase in the percentage of vehicle focused on low-cost travel and many companies have rental reservations made through the Internet (including through implemented measures to reduce business travel costs. As a rental brokers) has slowed in recent years. The percentage result, the vehicle rental market has also witnessed increased of reservations for the Group made through the Internet thus demand for smaller economy vehicles, and more generally rose from 27% in 2008 to 54% in 2015 and 57% in 2016. the low-cost market, which has required providers to adjust This increase is due, among other things, to the ease of use their fl eet and adapt the cost structure associated with these of this distribution channel (including for last minute bookings) offers. Failure to adapt to these market changes, together with and the fact that it enables price and service comparisons. increased competition, could have a material adverse effect on This heightened transparency has the effect of increasing, and the Group’s profi tability.

2.1.3 Risks related to weakening macro-economic conditions or a fall in travel demand in the regions in which the Group operates

The Group benefi ts from an international network and operates A defl ationary environment in Europe would limit the Group’s primarily in Europe. The Group generated 92.9% and 7.1% of growth prospects and any deterioration in the Euro-zone its total revenue (before intra-group eliminations and holdings) economy could adversely affect the Group’s business, results in Europe and the Rest of the World, respectively, for the year of operations, fi nancial position and prospects. ended December 31, 2016. Demand for vehicle rentals in a Vehicle rental demand, particularly in the leisure segment, given region, and corporate rentals in particular, is affected is also affected by trends in air travel, which themselves are by trends in the gross domestic product (GDP). Declines in or in turn affected both by macroeconomic conditions as well stagnation of GDP negatively impacts the level of vehicle rental as by specifi c factors such as fl ight ticket prices, fuel price demand. For example, the vehicle rental industry in general and trends, work stoppages, terrorist incidents (or a perceived the Group in particular were negatively affected by the global heightened risk of incidents), natural disasters, epidemics, fi nancial and ensuing economic crisis beginning in 2008/2009 military confl icts or government responses to any of these and again in Europe in 2011/2012 by the sovereign debt crisis. events. With respect to terrorist incidents such as the attacks Such crises resulted in a tightening of the credit markets, a in Paris in November 2015, and in European capitals in reduction in business and leisure travel, reduced consumer 2016, the Group believes that it has had limited impact on its spending and an increase in volatility of fuel prices, all of which fi nancial performance for the 2016 fi scal year. Nevertheless, negatively affected the vehicle rental industry, particularly if repeated attacks were to occur in Europe, it could have a corporate rentals. Although macro-economic conditions signifi cant adverse effect on the Group’s activities, results of have improved globally and in the Group’s key markets since operations and fi nancial position. In order to limit the negative 2014, current conditions in, and the outlook for, the Euro-zone effect, specifi c insurance was subscribed during the 2016 economy remain uncertain, with a persistent risk of stagnation fi scal year (see Section 2.6 .1.3 “ Risks related to the Group’s or defl ation, as well as the potential reemergence of a sovereign business (excluding its fleet)” ). Rentals at its airport rental debt crisis. In particular, in January 2016, the International stations were responsible for 43% of the Group’s total rental Monetary Fund (IMF) released its growth forecasts in the Euro- revenue for the year ended December 31, 2016. The Group zone of 1.7% in 2016 and 1.5% in 2017. has signifi cant alliances and partnership arrangements with

EUROPCAR REGISTRATION DOCUMENT 2016 65 02 RISK FACTORS RISKS RELATING TO THE GROUP’S INDUSTRY AND MARKETS

a number of major airlines that generate a signifi cant source the Group’s business, results of operations, fi nancial position of demand for its services. Accordingly, a substantial portion and prospects. of Group revenue is strongly correlated with the level of air Uncertainty and volatility with respect to economic conditions traffi c. Any event that disrupts or reduces business or leisure and air travel frequency levels also complicate demand trend air travel could therefore have a material adverse effect on projections and hence fl eet management.

2.1.4 Risks related to the imminent exit of the United Kingdom from the European Union

In a referendum, the United Kingdom chose to leave the euro. As the effects of Brexit cannot be anticipated, they may European Union (“Brexit”). The negotiations for this withdrawal have a material adverse effect on the Group’s business, results and the future relationship with the European Union could of operations, ﬁ nancial position and prospects. See Note 28 last several years. Brexit and the uncertainties related to the “Financial risk management” regarding foreign exchange risk negotiations may negatively affect economies worldwide, in the 2016 financial statements, presented in Section 3.4 market conditions and may contribute to the instability of the “Consolidated financial statements and Statutory Auditors’ ﬁ nancial markets and the global currency markets, in particular report ”. relating to the volatility in the value of the pound sterling or the

2.1.5 Risks related to the highly seasonal nature and sensitivity to weather conditions of the vehicle rental industry

The third quarter of the year has historically been the Group’s The Group purchases vehicles for its fl eet based on anticipated strongest quarter due to higher levels of leisure travel in fl uctuations in demand, in particular seasonal fl uctuations. The the summer months. As an example, for the year ended necessary variation in fl eet levels also results in higher levels of December 31, 2016, the third quarter accounted for 32.9% debt in the summer months compared to other times of year, of the Group’s revenue for the year and 62.6% of its Adjusted as additional capital is required to fund fl eet acquisitions. The Corporate EBITDA. Any occurrence that disrupts rental activity Group manages its cost base and investment decisions in line during the second or third quarters could have a signifi cant with forecast activity levels and prior experience. Any difference material adverse effect on the Group’s revenues and profi tability, between forecasted and actual activity, in particular during peak given the existence of substantial fi xed costs. periods, could have a material adverse effect on pricing both during the peak periods and in the “shoulder” periods before Vehicle rental demand is also highly sensitive to weather and after them and therefore on the Group’s business, results conditions. The tendency towards last minute reservations of operations and fi nancial position. (itself resulting in part from the increasing weight of Internet- based distribution channels) has increased this sensitivity. Bad weather, particularly in the summer months, could reduce demand during this critical period of the year. A sharp reduction in demand due to poor weather may not be anticipated by the Group’s fl eet management planning, and could have a material adverse effect on the Group’s revenues and profi tability.

66 EUROPCAR REGISTRATION DOCUMENT 2016 RISK FACTORS RISKS RELATED TO THE BUSINESS

2.1.6 Risks related to the rapid development of the vehicle rental industry, in particular due to the advent of new mobility solutions

The vehicle rental industry has been evolving and is facing usages, however, the Group’s efforts and investments may not 02 further and potentially substantial structural changes due turn out to be appropriately focused on products and services to changing customer preferences and usages combined that could gain market acceptance. with and driven by technological change. The evolution of As part of the Group’s strategy to expand into new mobility the mobility solutions market poses risks in addition to solutions, it has entered into and may continue to enter opportunities, (see Sections 1.3 “Presentation of the Group’s into long-term agreements and joint ventures with strategic Market and Competitive Environment” and 1.4 “Strategy” of partners and may make acquisitions such as those of this Registration Document), to the extent that the Group could Bluemove, Brunel and E-Car Club. However, joint ventures fail to adapt quickly enough to meet customer expectations and acquisitions are themselves subject to risks inherent and seize opportunities in this evolving market. In addition, to this type of structure or transaction (see Section 2.2.10 there is a risk of “cannibalization” of products or services “Risks related to the deployment of the Group’s strategy” of proposed by new entrants in the vehicle rental market or by this Registration Document). other parties in related markets, which may gain more market acceptance and could result in the decline of vehicle rental The Group’s prospects depend in part on its ability to maintain use. a product and service portfolio that is attractive to its existing and prospective customers and to continue to introduce In order to keep pace, the Group must concentrate its new products and services successfully on a timely basis. resources on the products, services and technologies that it The Group’s failure to keep pace with change in the vehicle believes, according to its estimates, will provide the most value rental industry or to invest in products or technologies that or will achieve substantial customer acceptance and in which will become commercially accepted with a view to ensuring it has or can acquire or develop the appropriate technical the successful marketing of new services within the desired expertise for their operation (see Sections 1.6.2 “Europcar Lab” timeframe, may lead to a loss of market share and could and 1.6.3 “Mobility Solutions” of this Registration Document). adversely affect the Group’s business, results of operations, Due to the evolving nature of the technologies and customer ﬁ nancial position and prospects.

2.2 RISKS RELATED TO THE BUSINESS

2.2.1 Risks related to the Group’s ability to develop and maintain favorable brand recognition

The Group invests in its brands and incurs substantial expense unfavorable publicity concerning the Group’s brands or the to promote its brands, including through partnerships and industry, and in particular, as the Group’s leisure rental activity advertising campaigns. Factors affecting brand recognition are is increasingly reliant on online sales, any negative publicity often outside the Group’s control, however, and such efforts on the Internet or social media, could have a material adverse may not be successful (for examples, see Sections 2.4.3 effect on its business, results of operations, ﬁ nancial position “Risks related to the protection of intellectual property rights” and prospects. and 2.7 “Regulatory, legal and arbitration proceedings” of this The risk of reputational damage to the Group is magniﬁ ed by Registration Document). The Group is also in the process of the existence of its extensive network of franchisees, agents rolling out its InterRent® and Ubeeqo brands, and no assurances and independent partners (see Section 1.6.6 “Europcar’s can be given that these will become as well-established as the Network” of this Registration Document). While the Group Europcar® brand in the segments targeted. More generally, has implemented brand guidelines (“Brand Guidelines”) that

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specify the conditions under which its partners, franchisees by them to do so could adversely affect the Group’s brands and agents may reproduce and/or represent its brands and it reputation. This could in turn make it more difficult for the ensures, in particular via Internet monitoring, that franchisees, Group to attract new franchisees, agents or partners and thus agents and partners adhere to its standards and thereby uphold compromise its growth strategy. and promote its brands that they use under license, any failure

2.2.2 Risks related to the potential inability for the Group to continue operations on acceptable terms at major airports and train stations

For the year ended December 31, 2016, revenue generated may be adjusted and there can be no assurance that they will by rentals from airport stations represented 43% of total Group be renewed on similar terms (in particular due to an upward rental revenue in Corporate Countries. The number of rental trend in commissions paid to airports to be passed on to the stations in airports as a percentage of the Group’s total number end consumer, where applicable). A potential inability for the of stations remained stable at 17% over 2016. The Group Group to continue operations on acceptable terms at major operates airport and train station rental locations under contracts airports and train stations currently within the Europcar network that have typical terms of three to ﬁ ve years. While historically could have a material adverse effect on the Group’s business, such arrangements have been renewed, the commercial terms results of operations and ﬁ nancial position.

2.2.3 Risks related to the Group’s rental ﬂ eet supply

The Group’s fl eet is composed of vehicles purchased from due to sales incentive and other discount programs that allow a number of car manufacturers. During the year ended fl eet purchasers such as Europcar to decrease the average December 31, 2016, the Group acquired approximately 30% holding costs for their vehicles. Fleet supply and holding costs of its fl eet from Volkswagen group, 14% from General Motors, could increase if car manufacturers implement strategies to limit 14% from Fiat, 11% from Renault, 10% from Peugeot Citroën, sales to the vehicle rental industry or improve the profi tability 7% from Daimler, 4% from Hyundai Kia, 2% from Ford and the of such sales (e.g., by offering lower discounts or repurchase remaining 8% from other manufacturers, with the fl eet mix by prices), and there can be no assurance that the Group will be manufacturer varying by country. Any of these car manufacturers able to pass on such increased costs to its rental customers. If may decide to signifi cantly curtail production or sales to the the Group is unable to obtain favorable pricing and other terms vehicle rental industry as a result of a number of factors. In when it acquires vehicles and is unable to pass on increased general, car manufacturers limit the number of vehicles sold costs to customers, the Group’s results of operation and to short-term rental companies to a percentage of their total fi nancial position could be materially adversely affected. For sales of new vehicles. This percentage varies between 8 and further information on the Group’s expenses related to vehicle 15% depending on the manufacturer. In addition, depending on purchases and costs related to purchasing and selling vehicles, market conditions, sales of vehicles to rental companies may see “Cost structure and operational efficiency indicators” in be less profi table for automobile manufacturers than other sales Section 3.1.1.2 “Main factors that can impact the Group’s channels or may not suit their marketing and branding strategy Earnings”, and 3.3.1 “Investment History” of this Registration at a given time. Indeed, sales to the vehicle rental industry have Document. historically been relatively less profi table for car manufacturers

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2.2.4 Risks related to the ﬁ nancial position of the car manufacturers and dealers upon which the Group relies to supply its ﬂ eet

The Group relies to a significant extent on contractual We note that for our short-term rental activity, there is still no agreements with a limited number of car manufacturers demand from clients for electric vehicles. L imited range, lengthy 02 and dealers; Volkswagen, Fiat, General Motors and Renault recharge time and limited infrastructure are still a real deterrents represented approximately 69% of the purchases made by the for customers. On the other hand, while hybrid vehicles are Group to supply its fl eet in 2016. well regarded, manufacturers still offer a very limited choice. By 2020, we predict an increasing number in the offer of hybrid The automobile industry has, in the past, been signifi cantly vehicles, and by 2023, we anticipate that technical constraints impacted by the economic recession, which seriously for electric vehicles will have diminished . challenged U.S. car manufacturers in particular, and ultimately led to fi lings for Chapter 11 Bankruptcy Protection by Chrysler Any economic or fi nancial distress affecting manufacturers, and General Motors in 2009. Although such car manufacturers dealers and their suppliers of vehicle components, could also have since seen improvements in their fi nancial positions and cause them to raise the prices the Group pays for vehicles or benefited from funds received as part of the U.S. federal to reduce the capacity of the Group to supply its fl eet. As a government automobile industry bail out, they and other result, there is no guarantee that the Group will continue to be automakers outside the U.S. could be vulnerable to uncertain able to obtain vehicles at competitive terms and conditions market conditions and risks associated with renewed economic or in the form of the particular vehicle sales arrangements on downturns in the U.S. and Europe. Furthermore, changes in which the Group currently relies. In particular, the Group relies the car industry could accelerate the concentration of car on buy-back agreements (whereby the Group’s vehicles are manufacturers, ultimately resulting in the disappearance of repurchased by the manufacturer or dealer on pre-established certain brands or models. terms after a certain pre-determined period) to limit potential residual risk with respect to residual value of the vehicles, During 2016, “Volkswagen gate” had little effect on the Group ’s to enable financing on the basis of the agreed repurchase fl eet. Even though if a slight drop in the residual values of diesel price and to provide fl exibility for fl eet management. If vehicle vehicles has been noted, due to the buy-back agreements acquisition costs increase and the Group is unable to pass on covering the large majority of the volumes, the Group’s fl eet all or part of increased costs to its customers, or if the Group is costs have not been impacted. Nonetheless, at the date of this unable to supply itself with vehicles by benefi ting from buy-back Registration Document, it has been noted that manufacturers agreements at competitive terms and conditions, the Group’s have reduced the proportion of diesel vehicles in favor of results of operations and fi nancial position may be materially gasoline vehicles for 2017. and adversely affected. The vehicle purchase policy is still chiefly “ buy-back” . The Furthermore, although the aforementioned U.S. car portion of diesel in our purchases of passenger cars went manufacturers that benefi tted from Chapter 11 Bankruptcy from 59% in 2015 to 52% in 2016 and 46% in 2017. This Protection under U.S. law in 2009 have always been able to decrease mainly concerns small vehicles in the mini, economy meet their buy-back agreements with the Group, the Group and compact ranges. Due to the savings in use, which remain could incur material expenses following a manufacturer favorable (lower consumption, price per liter and recovery of or dealer default under its agreements with the Group as a VAT), we have not noticed any fall in demand for diesel from result of bankruptcy proceedings or otherwise, or in the event our customers, either individual or corporate. With very rare a manufacturer or dealer is unwilling to repurchase vehicles exceptions, there has been no impact on the demand for whose residual value has decreased. In these circumstances, brands involved or suspected to be involved in “ diesel gate” . the Group may be unable to dispose of its vehicles at the prices In general, in the event that investigations on pollutant emissions specifi ed under the buy-back agreement or calculated based affect car manufacturers, the portion of “at risk” vehicles without on the guaranteed depreciation, or it may be unable to receive a buy-back clause in the Group is low, and, at the date of contractual premiums. Failure by a manufacturer or dealer this Registration Document, the Group does not anticipate to fulfi ll its aforementioned obligations could leave the Group any signifi cant adverse impact on its results of operations or with a substantial and uncertain unpaid claim particularly with fi nancial position. respect to vehicles that have been (i) resold for an amount less than the amount contractually guaranteed and therefore subject to a payment obligation from the manufacturer or dealer for the

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loss incurred by the Group or (ii) returned to the manufacturer secured by a retention of title provision, the enforcement of the or dealer but for which the Group may risk not receiving any security may be signifi cantly delayed due to the time necessary payment or only partial payment. Such failure to perform could to regain control of vehicles. Moreover, in some jurisdictions, lead the Group to incur a substantial loss. the Group may still be subject to certain residual liabilities as a matter of law. The default probability of a manufacturer is In the case of insolvency or default of a car manufacturer or monitored on a monthly basis through ratings by Standard & dealer, it may not be possible to recover all amounts owed to Poor’s and Moody’s. However, a downgrade of one or more the Group under buy-back agreements in certain jurisdictions. manufacturers would have a material adverse effect on the If automobile car manufacturer or dealer were to become eligibility of vehicles for fi nancing and on the advance rate of insolvent, applicable bankruptcy laws may prohibit the Group the fi nancing, and therefore on the Group’s liquidity. from asserting its rights with respect to the buy-back agreement under certain circumstances. Where the payment claims are

2.2.5 Risks related to the Group’s holding of vehicles not covered by buy-back agreements

Approximately 93% of the fl eet operated by Europcar in 2016 fail to meet repurchase conditions become “at risk” vehicles. was covered by buy-back agreements. Residual values of For the year ended December 31, 2016, the percentage of the remaining vehicles not covered by buy-back agreements, vehicles covered by buy-back agreements converted into “at referred to as “at risk” vehicles, are exposed to adverse pricing risk” vehicles was 7%. conditions and uncertainties in the used vehicle market. The The Group relies on buy-back agreements for a substantial Group’s ability to sell its vehicles in the used vehicle market portion of its fl eet fi nancing. If the Group were to fail to purchase place could become severely limited as a result of a number a signifi cant part of its fl eet through buy-back agreements at of factors, including the macro-economic environment, acceptable conditions, vehicle related debt fi nancing would model changes, legislative requirements (e.g., changes to become more difficult to obtain on acceptable terms. See environmental legislation or vehicle taxes), and oversupply by Section 2.3.3 “Risks related to the Group’s potential inability manufacturers of new vehicles. A decline in used vehicle prices to continue financing vehicle acquisitions for its fleet” of this or a lack of liquidity in the used vehicle market may severely Registration Document. hinder the Group’s ability to resell “at risk” vehicles without a loss on investment and could adversely affect the Group’s Fleet holding costs represent a signifi cant portion of the Group’s profi tability. operating expenses and buy-back agreements enable the Group to determine a substantial portion of its fl eet holding Although the Group has entered into several multi-year cost expense in advance. Any increase in the proportion of “at agreements for the buy-back of vehicles, the current relatively low risk” vehicles in the Group’s fl eet would decrease the Group’s percentage of “at risk” vehicles in the Group’s rental fl eet could ability to determine its fl eet holding cost expense in advance. increase as a result of market conditions or if manufacturers In addition, any reduction in the residual values of “at risk” were reluctant to agree to sales with buy-back agreements or vehicles could cause the Group to sustain a loss during the if they offered less attractive buy-back terms. Market trends in ultimate resale of such vehicles and would affect its liquidity by certain jurisdictions tend towards greater demand for low-cost decreasing the value of the asset base upon which fi nancing vehicles, which may result in an increase in the percentage of is based. Any increase in the share of “at risk” vehicles in the “at risk” vehicles in the Group’s fl eet, since they are less costly Group’s fl eet would increase its exposure to fl uctuations in the to purchase than vehicles purchased in the context of buy-back residual value of used vehicles. agreements. Automobile manufacturers may cease granting buy-back agreements or may modify the terms of repurchase Buy-back agreements provide increased fl exibility to adjust the programs from one year to another, rendering the purchase size of the Group’s fl eet to respond to seasonal fl uctuations in of vehicles in the context of such programs less attractive. demand or in the event of an economic downturn, because The Group’s vehicles covered by buy-back agreements may such programs typically allow vehicles, under certain conditions, also fail to meet repurchase conditions, in particular condition to be returned sooner than originally expected without risk of and mileage requirements for returned vehicles. Vehicles that loss. This fl exibility has enabled the Group to optimize its fl eet

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holding costs and increase its profi tability. There can be no fl exibility will be maintained in the future, which could have a assurance that the Group will be able to maintain the current material adverse effect on the Group’s results of operations percentage of vehicles covered by buy-back agreement in and fi nancial position. its rental fleet or that the same level of fleet-management 02 2.2.6 Risk related to manufacturer recalls

Vehicles in the Group’s ﬂ eet may be subject to recalls by their The Group could also potentially face liability claims if recalls manufacturers. Under certain circumstances, recalls may cause concern vehicles that it has already re-sold. Depending on the Group to attempt to retrieve rented vehicles from customers their number and severity, recalls could materially adversely or to decline to rent available vehicles until the steps described affect the Group’s revenue, reduce the residual value of the in the recalls can be applied. If a large number of vehicles vehicles involved, create customer service problems and harm are the subject of simultaneous recalls, or if the necessary the Group’s general reputation and the consumer’s view of the replacement parts are not in adequate supply, the Group may Group’s brand. struggle to serve its customers for a period of several months.

2.2.7 Risks related to the contractual relationships with certain key partners and distribution channels

In the leisure segment, the Group relies on a number of key a distribution channels such as traditional and online travel targeted partnerships and distribution channels, which generate agencies or global distribution systems that connect travel signifi cant rental revenue and accounted for 37% of its vehicle agents, travel service providers and corporations to the rental reservations in 2016 (for more information on the Group’s Group’s reservation system. partnerships in the leisure segment, see the information under In the business segment, the Group also has numerous “Partnerships to Reach “Leisure” “Customers” in Section 1.6.4 exclusive or non-exclusive contracts with large corporations, “Customers” (“Business”/“Leisure”)” of this Registration which cumulatively generate a substantial portion of the Group’s Document), including, in particular: consolidated revenue. a in the airline sector, partnerships with airline companies such The loss of certain of these partnerships, distribution channels as EasyJet, Aerofl ot, Emirates, Skywards and Air Caraïbes; or contracts, unfavorable changes in their terms, including a in the hotel sector, partnerships with large groups such as commission schedules or fi nancial arrangements, the potential Accor and Hilton Honors; termination of certain of these contracts (a certain number of which may be terminated at any time by partners), a reduction a in the railway sector, partnerships with Thalys; in the volume of sales from certain partners or channels, or a a marketing partners such as credit card companies, credit party’s inability to process and communicate reservations to institutions or organizations offering loyalty programs, such as the Group could have a material adverse effect on the Group’s Membership rewards (American Express rewards program), business, results of operations, fi nancial position and prospects. HSBC and Home Away; and

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2.2.8 Risks related to contractual relationships with certain key suppliers in addition to automobile manufacturers

The Group has a number of contractual agreements with The suppliers on which the Group relies may be unwilling to suppliers other than car manufacturers, in particular insurance extend contracts under terms that are favorable to the Group, providers, information technology suppliers and call center or they may seek to renegotiate existing contracts with the suppliers. The Group relies mainly on AIG and in Spain depends Group. The Group cannot guarantee that the suppliers on on Allianz in relation to the mandatory insurance cover for which it relies will properly provide the services and products its business to the extent that few insurance companies in it needs for the operation of its business or will provide such Spain grant such policies (see Section 2.4.2 “Risks Related services on competitive terms. The occurrence of any of these to Liability and Insurance” and Section 2.6.1 “Insurance” of risks may create operational problems, damage the Group’s this Registration Document). The Group also has important reputation, result in the loss of customers and have a material relationships with several suppliers of software and services adverse effect on the Group’s business, results of operation that it uses to operate its systems, manage reservations and and fi nancial position. its fl eet and provide certain customer services. The Group has outsourced a number of its call centers and is reliant on such suppliers with respect to a signifi cant portion of its calls from customers.

2.2.9 Risks related to contractual relationships with franchisees and agents

Royalties received from franchisees represented €51.3 million may offer more favorable terms and conditions. If one or more for the year ended December 31, 2016. of the Group’s franchisees were to leave the Europcar network, the network’s geographic coverage could be reduced; if the For the contracts in force in 2016, in addition to an entrance Group was unable to secure agreements with replacement fee, when franchisees renew their contracts, they pay a fee franchisees at terms and conditions that are at least equally for the exclusive use of the brands determined and held by favorable, the Group’s profi tability and prospects could be the Group for a given territory defi ned in their contracts. The materially adversely affected. The loss of certain franchisees franchisees also pay to the Group a reservation fee depending could also weaken the Group’s brands. on the distribution channel used, as well as royalties equal to a percentage of the revenue generated by their vehicle rental Moreover, franchisees are independent operators and operations with a guaranteed minimum. their employees are not Group employees. Consequently, the Group’s franchisees may not operate in a manner fully In 2016, the Group completed a comprehensive review of its consistent with the Group’s standards and requirements or may franchise contracts in order to roll out new Group projects. not hire and train qualifi ed managers and other personnel. If this In the new franchise contract model, additional remuneration were to occur, the Group’s image and reputation could suffer. streams to those mentioned above are provided for, depending on the additional services to which the franchisee subscribes. The Group also operates certain rental stations through agents in its Corporate Countries. From time to time the validity or This new model franchise contract is currently proposed for enforceability of certain terms and provisions of these agency renewals of franchise contracts covering the Europcar and agreements have been and may in the future be challenged InterRent brands and to each new entity wanting to join our by the Group’s agents or third parties. To the extent a court networks. Five contracts have been renewed and/or signed for or regulatory authority were to fi nd a term or provision to be the Europcar brand in 2016 and approximately 28 contracts invalid or unenforceable and if such fi nding were determined should be renewed in 2017, 21 in 2018, 16 in 2019 and 25 to be applicable to all of the Group’s agency agreements in a in 2020. One new contract has been signed for the InterRent particular jurisdiction, the Group’s results of operations could brand in 2016 and approximately seven contracts should be be materially adversely affected. renewed in 2017, 18 in 2018 and 12 in 2019. In addition, the Group faces risks with respect to the actions The Group cannot guarantee that all of its franchise contracts of, or failures to act by, its franchisees and agents. Although will be renewed or renewed according to the terms and the Group monitors compliance by its franchisees with its conditions proposed by the Company in the new franchise practices and expertise, and under certain circumstances contract. The Group may lose franchisees to competitors who

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is entitled to terminate their agreements in case of non- regulations may expose the Group to liability, damages and compliance with contractual standards, the Group may be unfavorable publicity that could adversely impact the Group’s unable to detect certain signiﬁ cant problems that may arise. business, results of operations or ﬁ nancial position (for further Moreover, the actions of franchisees and agents may not information on the management and operation of franchisee be clearly distinguishable from the Group’s own, which may activities, see Section 1.6.6.3 “Franchisees” of this Registration expose the Group to liability or reputational damage. Failure Document). 02 of franchisees or agents to comply with applicable laws and

2.2.10 Risks related to the deployment of the Group’s strategy

The Group’s strategy depends in part on its ability to continue In the event that the Group chooses to expand by means of to expand into geographic areas where the Group has little or new franchise agreements, the Group could face additional no experience and where competitive pressures, particularly risks, including (i) possible confl icts of interests with the new on prices, may be substantial. It also depends on its ability to franchisees, (ii) lack of expertise in local franchise laws, (iii) identify and successfully exploit opportunities in the changing unfavorable commercial terms, (iv) the Group’s difficulty mobility solutions markets and more generally to adapt in maintaining uniform standards, control procedures and its commercial strategy to evolving customer preferences policies and (v) the possible failures of a franchisee to fulfi ll and customer mix in its existing markets. The Group has a its contractual obligations. An expansion into new markets global presence in over 130 countries and territories (directly or customer segments through a new franchise agreement and through franchises and partnerships) and may expand could also involve a signifi cant amount of management time, into additional countries in connection with its development potentially disrupting ongoing business. strategy, including into emerging markets in Asia, Africa, Latin In the event that the Group chooses to expand by means of America and Eastern Europe (for more information on the one or more acquisitions, the Group could face additional Group’s development strategy, see Section 1.4 “Strategy” of risks, including: (i) potential disruption of the Group’s ongoing this Registration Document). Operations in emerging markets business, changing, in particular, the Group’s business profi le are inherently subject to higher economic, political and legal in ways that could have unintended negative consequences, risks than in developed markets. and monopolization of management’s time; (ii) potential failure The Group’s forays into new markets or market segments may to achieve anticipated synergies; (iii) diffi culty integrating the take the form of franchise arrangements in line with the Group’s acquired businesses; and (iv) exposure to unknown and/ traditional approach, a joint venture or partnership with another or contingent or other liabilities, including litigation arising in company, or the acquisition of an existing business. However, connection with the acquisition and/or against any businesses the Group may not be successful in identifying appropriate the Group may acquire. opportunities, potential franchisees, joint venture partners, If the Group makes acquisitions in the future, acquisition- alliances or agents, or in entering into agreements with them. related accounting expenses may affect the Group’s fi nancial The Group’s partners may also have economic or business position and results of operations. In addition, the fi nancing interests or goals that are inconsistent with the Group’s of any significant acquisition may result in changes in the or they may be unable or unwilling to fulfi ll their obligations Group’s capital structure, including the incurrence of additional under the joint venture or other agreements. Furthermore, indebtedness. The Group may not be successful in addressing they may benefi t from knowledge acquired under these joint these risks or any other problems encountered in connection venture agreements. In addition, certain of the Group’s debt with any acquisitions. instruments and facilities place certain limitations on the Group’s ability to make acquisitions, enter into joint ventures Any one of these factors could result in delays in implementation or other partnership arrangements (see Section 3.2 “Liquidity of the Group’s growth strategy, increased costs or decreases and Capital Resources” of this Registration Document). in the amount of expected revenues related to the expansion and have a material adverse effect on the Group’s results of operations, fi nancial position and prospects.

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2.2.11 Risks related to personnel costs

The Group’s fi nancial performance is affected by trends in wage for the Group to recover through contemporaneous price levels and benefi ts granted to personnel. The Group has a increases, and there can be no assurance that the Group substantial number of employees who are paid wage rates would be able to absorb such cost increases through efforts at or slightly above the statutory minimum wage. If statutory to increase effi ciencies in other areas of its operations. For the minimum wage rates increase in one or more countries in which year ended December 31, 2016, the Group’s personnel costs the Group directly operates, the Group would then be required totaled €339.2 million (or 18% of the Group’s total operating to increase the wages of its employees in order to meet the expenses for the year). Accordingly, increased labor and minimum wage requirements, and impacting also wages paid relating charges, particularly in Germany, France and the United to employees whose wage rates are slightly above minimum Kingdom, where the Group has more employees, could have wage. A shortage of qualifi ed employees also could require a material adverse effect on the Group’s results of operations the Group to increase wages and benefi t offerings in order and fi nancial position. to compete effectively in the hiring and retention of qualifi ed employees or to retain more expensive temporary employees. Due to competitive conditions in the Group’s business, any such increases in labor and benefi ts costs could be diffi cult

2.2.12 Risks related to the Group’s ability to retain the members of its senior management team and retain and attract key personnel and highly-qualiﬁ ed staff

The Group relies on a number of key employees, both in senior management team, the Group’s ability to successfully the Group’s management and the Group’s operations, with implement its business strategy, fi nancial plans, marketing and specialized skills and extensive experience in their respective other objectives, could be signifi cantly affected. fi elds. The Group believes that the growth and success of its While the Group places emphasis on retaining and attracting business will depend on the Group’s ability to attract highly talented personnel and invests in extensive training and skilled and qualifi ed personnel with specialized know-how in the development of its employees, there can be no assurance that vehicle rental and mobility solutions industry. The Group’s senior the Group will be able to retain or hire personnel with equivalent management team has extensive experience in the markets in expertise. which the Group operates, and the Group’s success depends to a significant degree upon the continued contributions of that team. If the Group were to lose any members of its

2.2.13 Risks related to the potential failure or unavailability of the Group’s centralized information systems, or the Group’s inability to keep pace with new information technology developments

The Group relies heavily on information systems to record of communications between the system and the locations it reservations, process rental and sales transactions, manage serves, could cause a loss of reservations, slow rental and sales its fl eets of vehicles, account for its activities and otherwise processes, interfere with the Group’s ability to manage its fl eet conduct its business. The Group has centralized its information and otherwise materially adversely affect its ability to manage its systems and relies on communications service providers to link business effectively. The Group’s systems design and business its systems with the business locations these systems serve continuity plans may not be suffi cient to appropriately respond (see Section 1.6.11 “IT System” of this Registration Document). to any such failure or disruption. A major failure of IT or other systems, or a major disruption

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In addition, to achieve its strategic objectives and remain assurance can be given that the Group will be able to anticipate competitive, the Group must continue to develop and enhance such developments or have the resources to acquire, design, its information systems in order to meet market needs and develop, implement or utilize, in a cost-effective manner, keep pace with new information technology developments. This information systems that provide the capabilities necessary may require investment in and development of new proprietary for the Group to compete effectively. In addition, regulatory software or other technology, the acquisition of equipment and changes may require the Group to bring its IT system to 02 software, or upgrades to the Group’s existing systems. The applicable standards, which may entail signiﬁ cant costs. Any Group has invested in its information systems, including under failure to adapt to technological developments could have an its transformation program (with IT development expenses adverse effect on the Group’s business, results of operations excluding software and hardware of €5 million in 2016), but no and ﬁ nancial position.

2.2.14 Risks related to the Group’s potential failure to protect customer data against security breaches and cyber-attacks

The Group’s systems regularly possess, store and handle affect the effectiveness of the technology the Group uses to customer data, including personal data concerning millions of protect customer transaction data. In addition, anyone who individuals and non-public data concerning many businesses. is able to circumvent the Group’s security measures could Failure by the Group to maintain the security of the data it misappropriate proprietary information or cause interruptions holds or the integrity of its systems, whether as the result of in the Group’s operations(see Section 1.6.11 “IT System” of this the Group’s own error or the malfeasance, errors or malicious Registration Document for further information on the Group’s acts of others, could harm the Group’s reputation and give rise IT system). to signifi cant liabilities. Third parties may have the technology In addition, the payment card industry (“PCI”) imposes strict or expertise to breach the security measures put in place by customer credit card data security standards to insure that the Group to protect customer transaction data. The Group’s the Group’s customers’ credit card information is protected. security measures may not prevent security breaches that could Failure to meet the PCI data security standards could result result in temporary interruptions to the service concerned or in substantial increased fees to credit card companies, other a temporary interruption to the operations of the Group entity liabilities and/or loss of the right to collect credit card payments. targeted in the attack, and likely to cause substantial harm to its business and results of operations and damage to its Any failure to protect customer data, or any security incident reputation. The Group intends to rely on encryption and/ resulting in a breach of the Company’s IT data by third parties, or authentication technology licensed from third parties to could damage the Group’s reputation and brand or result in securely transmit sensitive data, including credit card numbers. administrative investigations or material civil or criminal liability, However, advances in technology, new discoveries in the fi eld which would substantially harm the Group’s business, results of cryptography, or other developments may compromise or of operations and fi nancial position.

EUROPCAR REGISTRATION DOCUMENT 2016 75 02 RISK FACTORS RISKS RELATED TO THE BUSINESS

2.2.15 Risks related to the Group’s potential failure to detect fraud

The scale and nature of the Group’s businesses expose it to the of new service introductions or new applications related, in risk of numerous frauds, which could adversely affect its results particular, to billing and customer relations management, new of operations, its ﬁ nancial position and harm its image. The types of fraud that are more difﬁ cult to detect or counter could Company may be exposed to various types of fraud, targeting also develop. In the event of such occurrence or the failure it directly or targeting its customers. Furthermore, with the to detect these new types of fraud, the Company’s revenue, increasing complexity of technology and the accelerated rate results of operations and reputation could be affected.

2.2.16 Risks associated with the international nature of its customer base and operations

The Group has operations (directly or through franchises, and the protection of the Group’s brands and other intellectual agents or partnerships) in over 130 countries and territories property rights; (ii) the effect of foreign currency translation, as and may expand into additional countries in connection with well as limitations on the Group’s ability to repatriate income; its development strategy. Operating in many different countries (iii) varying tax regimes, including consequences from changes exposes the Group to various risks, which include: (i) multiple, in applicable tax laws; (iv) local ownership or investment and sometimes confl icting, foreign regulatory requirements requirements, as well as diffi culties in obtaining fi nancing in and laws that are subject to change in each of the countries foreign countries for local operations; and (v) potential political in which the Group operates, including laws relating to the and economic instability, labor strikes, natural disasters, war, following areas: taxes, automobile-related liability, consumption, and terrorism. The occurrence of these risks may, individually marketing, insurance rates, insurance products, consumer or in the aggregate, materially adversely affect the Group’s privacy, data protection, fi ght against money laundering and business, results of operations or fi nancial position. corruption, labor law, cost and fee recovery, price controls

2.2.17 Currency ﬂ uctuation risks that could adversely affect its proﬁ tability

Although the Group reports its results in euro, the Group The Group’s results are also exposed to foreign currency conducts business in countries that use currencies other translation risk as its sales in several countries are invoiced in than the euro, and the Group is therefore subject to risks currencies other than the euro while its consolidated revenue associated with currency fl uctuations. Of the Group’s total is reported in euro. Therefore, the Group’s fi nancial results consolidated revenue for the year ended December 31, 2016, in any given period are materially affected by fl uctuations in 7.3% was generated outside the Euro-zone. the value of the euro relative to the British pound, Australian dollar and other currencies. Currency exchange rates have The Group’s results of operations may be affected by both been especially volatile recently, in particular concerning the foreign currency translation effects and by exchange rate euro/pound sterling exchange rate following Brexit. Brexit fluctuations. The Group is exposed to translation effects could increase the volatility of this exchange rate in particular. when one of the Group’s subsidiaries incurs costs or earns Currency fl uctuations may make it diffi cult for the Group to revenue in a currency that is different from its functional predict and/or provide guidance on the Group’s results. If currency. The Group is exposed to currency fluctuations the value of the euro declines against currencies in which the when the Group converts currencies that the Group may Group’s obligations are denominated or increases against receive from its operations into the currencies required to currencies in which the Group’s revenue is denominated, the pay the Group’s debt, or into currencies which the Group uses Group’s results of operations and fi nancial position could be to purchase vehicles, incur fi xed costs or pay for services. materially adversely affected. Such transactions could result in a gain or loss depending on fl uctuations in exchange rates. See Note 28 “Financial risk management - Market risk - Foreign exchange risk” in Section 3.4 “Consolidated financial statements and Statutory Auditors’ report ” of this Registration Document.

76 EUROPCAR REGISTRATION DOCUMENT 2016 RISK FACTORS RISKS RELATING TO THE GROUP’S FINANCIAL STRUCTURE AND PROFILE

2.2.18 Risks related to natural disasters that could disrupt the Group’s supply chain

Natural disasters affecting countries that are important vehicles from one or more manufacturers from which it does 02 suppliers of electronics or other key components to global not typically purchase vehicles. There can be no guarantee that, car manufacturers could result in disruptions to the supply in such a circumstance, the Group would be able to purchase of vehicles by manufacturers. For example, the earthquakes a suffi cient number of vehicles at purchase prices equal to and related disasters that occured in Japan in 2011 resulted those for the vehicles the Group currently purchases, or at in a disruption of the supply of electronic components for all. If the Group is not able to purchase suffi cient quantities of automobiles from Japanese manufacturers and, as a result, in vehicles on competitive or acceptable terms and conditions, or the supply of vehicles. if a manufacturer from whom it purchases a signifi cant number of vehicles or equipment is unable to continue to supply the In the event that one or more of the Group’s vehicle suppliers Group with vehicles, then the cost of purchased vehicles may were unable to satisfy the Group’s purchase requirements, increase. These rising costs could have a material adverse the Group would have to increase the number of vehicles it effect on the Group’s results of operations and fi nancial position. purchases from other manufacturers, or start purchasing

2.3 RISKS RELATING TO THE GROUP’S FINANCIAL STRUCTURE AND PROFILE

2.3.1 The Company is a holding company whose ability to generate cash comes from its subsidiaries

The Company is a holding company and its principal assets of the Group’s operating subsidiaries to make these payments consist of direct and indirect stakes in its different subsidiaries depends on economic, commercial, contractual, legal and that generate the Group’s cash flow (see Section 1.7.1 regulatory considerations. Any potential decrease in profi ts, or “Simplified Group Organization Chart” of this Registration potential failure by the Group’s subsidiaries to make payments Document). The Company’s ability to generate cash to meet to other Group subsidiaries or to the Company could have a its debt service obligations or to pay dividends on its shares material adverse effect on the ability of the subsidiaries or the is dependent on the earnings and the receipt of funds from its Company to repay their debt and meet other obligations, which subsidiaries. If the profi ts of its operating subsidiaries decrease, could have a material adverse effect on the Group’s business, the Group’s profi ts and cash fl ow could be affected. results of operations and fi nancial position. The cash flow of the Group’s parent company is primarily derived from dividends, interest and repayments on intra- group loans and asset transfers by its subsidiaries. The ability

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2.3.2 Risks related to the Group’s substantial indebtedness

The financing is described in Section 3.2.1 “General of senior notes assimilable to existing senior notes expiring in Presentation” of this Registration Document. 2022 intended for the fi nancing of the acquisitions made in 2016 (Locaroise and Europcar Ireland) and future acquisitions. As of December 31, 2016, the Group’s total consolidated The increase in off-balance sheet commitments of €137 million fi nancial liabilities stood at €2,177.7 million (€2,065.0 million corresponds exclusively to the increase in the off-balance as of December 31, 2015). The Group has also entered into sheet fl eet debt (fi nancing agreements for operating leases), off-balance sheet commitments under operating lease fi nancing which enabled the Group to fi nance the growth of its fl eet to arrangements, whose outstanding amount is estimated at meet the dynamic activity and the increase in the number of €1,460.5 million at December 31, 2016 (€1,323.4 million rental days. as of December 31, 2015). See Section 3.2 “Liquidity and Capital Resources” of this Registration Document for more The following chart provides a summarized view of the Group’s information on the Group’s debt structure on- and off-balance fi nancial debt structure (including the estimated debt equivalent sheet. of operating leases) as of December 31, 2016. Each fi nancing is described in Section 3.2.3.1 “Corporate Debt” (for corporate The increase in financial liabilities (financial debts on the debt) and Section 3.2.3.2 “Debt Related to Fleet Financing” (for balance sheet) in 2016 in the amount of €113 million is mainly fl eet debt) of this Registration Document. associated with the issuance of a new tranche of €125 million

78 EUROPCAR REGISTRATION DOCUMENT 2016 RISK FACTORS RISKS RELATING TO THE GROUP’S FINANCIAL STRUCTURE AND PROFILE

Fleet debt Eurazeo Corporate debt and other investors

100%

EUROPCAR €600 m - 5.75% GROUPE S.A. 2022 debt(c) (France) 02 €350 m Senior Revolving Credit Facility(a) 100%

Europcar €350 m - 5.125% International SASU EC Finance Notes 2021 (ECI - France)

€1.3 bn - SARF(b)

EC France

EC Germany

Fleet operating leases €1.5 bn EC Spain

EC Portugal

EC Belgium

€455 m UK EC United Kingdom Asset Financing Facilities

AU$341 m Australia Asset Financing Facilities EC Australia

(a) The Existing Senior Revolving Credit Facility was repaid on May 28, 2015 with the Senior Revolving Credit Facility (RCF), which has an amount of €350 million. Margin of 2.50% if the leverage ratio (as deﬁ ned in the terms of the RCF) is lower than 2.0: 1.0 or 2.75% if greater than 2.0:1.0. (b) Amendments to the SARF were signed on September 14, 2016. These amendments increased the amount of FCT Senior Notes that may be issued by the FCT Issuer under the SARF from €1.1 billion to €1.3 billion, and decreased the margin applicable in respect of the FCT Senior Notes from 1.7% to 1.5% (before the amortization period) and extended the maturity to 2020. (c) The Notes were issued on June 10, 2015 for a total principal amount of €475 million. New fungible notes were issued on June 2, 2016 for €125 million, bringing the total principal amount of these Notes to €600 million.

The total amount of the Group’s fi nancial liabilities that relate notes issued by EC Finance plc (the “EC Finance Notes”), to fleet financing at December 31, 2016 is approximately AUD 141.2 million (€96.8 million) under the Australia and New €1,734 million. These liabilities are mostly backed or secured Zealand fl eet fi nancing facilities agreements and €33.6 million by assets, mainly vehicles. They consist of €13 million under the under the Portugal fl eet fi nancing facilities agreements (that €350 million ( the “Senior Revolving Credit Facility” or “RCF”), finance a portion of the Portuguese fleet). The Group also €693 million under the Senior asset Revolving Facility (the fi nances its vehicle fl eet by means of operating lease fi nancing “SARF”, of a total amount that may be refi nanced by senior agreements recorded off-balance sheet with an estimated notes backed by assets of €1,300 million), £280.4 million outstanding value of €1,460.5 million (1) as of December 31, (€328 million) under the UK fl eet fi nancing facilities agreements, 2016. €350 million in the form of secured senior subordinated

(1) The estimated debt ﬁ nanced through operating leases represents the carrying amount of the vehicles concerned and is calculated based on the purchase prices and depreciation rates of corresponding vehicles (based on contracts with car manufacturers).

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Furthermore, a signifi cant portion of Group’s assets is pledged a increasing the Group’s vulnerability to both general and to secure the consolidated debt referred to above. The SARF industry-specifi c adverse economic conditions; and, indirectly, on a second ranking basis, the EC Finance a limiting the Group’s ability to borrow additional funds and Notes, are secured by the Securitifl eet Collateral, as defi ned increasing the cost of any such borrowing; and below under Section 2.3.4 “Risks related to covenants included in the Group’s debt instruments” of this Registration Document. a restricting the Group from making strategic acquisitions or The Securitifl eet Collateral includes certain of the shares and exploring new business opportunities. assets of the special purpose entities established in the context Any of these or other consequences or events could have a of the Group’s asset-backed fi nancing and controlled by trusts material adverse effect on the Group’s results of operations (the “ Securitifl eet Companies”), to purchase and own vehicles and/or fi nancial position. and lease them to the local Europcar operating companies in France, Germany, Italy and Spain including the vehicle In addition, the Group may incur substantial additional fl eets in these jurisdictions, subject to certain exceptions. The indebtedness in the future to the extent that such indebtedness Securitifl eet Companies benefi t from a performance guarantee is incurred in compliance with certain covenants included in (in the form of a joint and several guarantee) from Europcar the Group’s debt instruments (see Section 3.2.3 “Description International S.A.S.U. (“ECI”). The EC Finance Notes also of the financing as of December 31, 2016” of this Registration benefi t from the ECI guarantee. The Senior Revolving Credit Document for a description of the Group’s debt instruments) Facility is secured by shares held in certain subsidiaries (in including covenants under its credit facilities or under operating particular, an effective fi rst ranking basis for the shares of ECI) lease fi nancing arrangements (as the Group calibrates drawings and the bank account balances of certain subsidiaries. under its revolving credit facilities and leasing to correspond to the Group’s fleet needs (see Section 3.2 “Liquidity and The Group’s substantial indebtedness could have important Capital Resources” of this Registration Document)). If new consequences, in particular: debt is added to the Group’s current debt levels, the risks to a requiring the Group to dedicate a substantial portion of the which the Group is exposed at the date of this Registration Group’s cash fl ow from operations to payment of the Group’s Document could intensify. Although, following the initial public debt, thereby reducing the funds available for (i) working offering and the associated refi nancing, the ratio of net debt capital, (ii) distributing dividends, (iii) capital expenditures and to the Group’s Adjusted Corporate EBITDA has decreased (iv) other general corporate purposes such as purchasing signifi cantly, these risks may have a material adverse effect and leasing vehicles; on the Group’s business, results of operations and fi nancial position. For further information on the Group’s indebtedness, a limiting the Group’s fl exibility in planning for or reacting to see Section 3.2 “Liquidity and Capital Resources” of this changes in the rental vehicle business; Registration Document. a placing the Group at a competitive disadvantage compared to any of the Group’s competitors that might be less leveraged;

2.3.3 Risks related to the Group’s potential inability to continue ﬁ nancing vehicle acquisitions for its ﬂ eet

The Group relies signifi cantly on fl eet asset-backed fi nancing decreased, or fi nancing costs could be increased, as a result to purchase vehicles for its domestic and international vehicle of risks and contingencies, many of which are beyond the rental fl eets. Currently, the Group mainly relies on the SARF and Group’s control, including, without limitation: the outstanding EC Finance Notes (see Section 3.2 “Liquidity a requirements by the rating agencies that provide credit and Capital Resources” of this Registration Document). ratings for the Group’s asset-backed indebtedness to change If the Group’s access to asset-backed fi nancing were reduced the terms or structure of the Group’s asset-backed fi nancing, or the cost of such fi nancing were to increase, the Group may including increased credit enhancement (i) in connection with not be able to refi nance or replace its existing asset-backed the incurrence of additional or refi nancing of existing asset- financing or continue to finance new vehicle acquisitions backed debt, (ii) upon the occurrence of external events, through asset-backed fi nancing on favorable terms, or at such as changes in general economic and market conditions all. The Group’s asset-backed fi nancing capacity could be or deterioration in the credit ratings of the Group’s principal

80 EUROPCAR REGISTRATION DOCUMENT 2016 RISK FACTORS RISKS RELATING TO THE GROUP’S FINANCIAL STRUCTURE AND PROFILE

vehicle manufacturers, including Volkswagen group, Fiat, Any disruption to the Group’s ability to continue to fi nance General Motors, Renault or Peugeot Citroën, or (iii) otherwise; new vehicle acquisitions through asset-backed fi nancing, or any negative development in the terms of the asset-backed a the insolvency or deterioration of the fi nancial position of one financing available to the Group could cause the Group’s or more swap counterparties or fi nancial institutions acting cost of fi nancing to increase signifi cantly and have a material in certain capacities under the asset-backed fi nancing of adverse effect on the Group’s fi nancial position and results of the Group; 02 operations. The assets that collateralize the Group’s asset- a the occurrence of certain events that, under the agreements backed fi nancing may not be available to satisfy the claims governing the Group’s existing asset-backed fi nancing, could of the Group’s unsecured creditors. The terms of the Group’s result, among other things, in particular in (i) an amortization outstanding indebtedness permit the Group to finance or event pursuant to which payments of principal and interest refinance new vehicle acquisitions through other means, on the relevant indebtedness may be accelerated, or (ii) a including secured fi nancing that is not limited to the assets liquidation event of default pursuant to which the security of special purpose subsidiaries. The Group may seek in the trustee or relevant creditors would be permitted to require future to fi nance or refi nance new vehicle acquisitions through the sale of fl eet vehicles that collateralize the asset-backed such other means. No assurances can be given, however, as fi nancing; or to whether such fi nancing will be available, or as to whether the terms of such fi nancing will be comparable to the existing a legislative changes that negatively impact the Group’s asset- asset-backed fi nancing. backed fi nancing structure.

2.3.4 Risks related to covenants included in the Group’s debt instruments

The Group and the Group’s subsidiaries are subject to A breach of any of these covenants, ratios, tests or restrictive covenants contained in the Group’s debt instruments. restrictions could result in an event of default under the These covenants restrict, in certain circumstances, the ability Senior Revolving Credit Facility, the outstanding Notes, EC of certain of the Group’s subsidiaries to make payments to Finance Notes or hinder the Group’s ability to borrow under the Group which could, in turn, affect the Group’s ability to the Senior Revolving Credit Facility or other indebtedness, make payments under the Group’s debt instruments. These which could have a material adverse effect on the Group’s covenants, however, do not include requirements to maintain ability to operate the Group’s business and to make payments a certain rating or any repayment or interest step-up clauses under the Group’s debt instruments. Upon the occurrence based on a downgrade in the Group’s credit rating. of any event of default under the Senior Revolving Credit Facility, the lenders thereunder could cancel the availability The Senior Revolving Credit Facility and the Indentures of the facilities and elect to declare all amounts outstanding governing the outstanding Notes and EC Finance Notes contain thereunder, together with accrued interest, immediately customary default provisions and provide that any payment due and payable. If the Group was unable to repay these event of default or acceleration with respect to aggregate amounts, the lenders could, subject to the terms of the indebtedness of €35 million or more (in the case of the Senior applicable RCF intercreditor agreement, proceed against Revolving Credit Facility and the Notes) or €30 million or more (in the collateral granted to them to secure repayment of these the case of the outstanding EC Finance Notes) of the Company amounts. If the lenders under the Senior Revolving Credit or its subsidiaries is also an event of default thereunder. The Facility demand repayment of these amounts, there can be Senior Revolving Credit Facility, the UK fl eet fi nancing facilities no assurances that the assets of the Group’s subsidiaries agreements and certain of the Group’s other fi nancing also would be sufficient to repay those amounts in full, or to require the Group or certain of the Group’s subsidiaries to satisfy all of the Group’s other liabilities which would be due maintain specifi ed fi nancial ratios and satisfy fi nancial tests. and payable. The Group’s ability or the ability of the Group’s subsidiaries to satisfy these fi nancial tests can be affected by events beyond the Group’s control, and there can be no assurances that the Group or its subsidiaries will satisfy them.

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The SARF also includes substantial restrictive covenants The obligations of Securitifl eet Holding under the SARF together applicable to certain of the special purpose entities established with its obligations to repay the proceeds borrowed under a in the context of the Group’s asset-backed fi nancing, including proceeds loan between EC Finance plc and Securitifleet Securitifl eet Holding S.A. (“Securitifl eet Holding”), the special Holding (the “Securitifl eet Proceeds Loan”) (which would purpose entity providing fi nancing for the fl eet purchasing and allow EC Finance plc to repay the proceeds of the EC Finance leasing activities of the Securitifleet Companies in France, Notes) are secured directly or indirectly by the following shared Italy, Spain and Germany. Failure to satisfy these covenants collateral: and conditions could result in a decrease in the advance rate a a first priority share pledge over a limited percentage of and an increase in the margin under the SARF, or a default shares of Securitifl eet Holding held by ECI; thereunder. In addition to customary default provisions, the SARF provides that any acceleration with respect to the Senior a a first priority pledge over Securitifleet Holding’s bank Revolving Credit Facility, the Notes, or the EC Finance Notes accounts; will constitute a “level 2” event of default under the SARF a a fi rst priority and, where appropriate, subsequent ranking, (see Section 3.2 “Liquidity and Capital Resources” of this security interest over a limited percentage of shares held Registration Document). A breach of any of these covenants, by each of the Group’s operating companies in the relevant ratios, tests or restrictions could result in an event of default Securitifl eet entity in its jurisdiction (other than the limited under the SARF or hinder the ability of Group companies to percentage of shares held by Europcar Italy in Securitifl eet borrow under such facilities. Upon the occurrence of any event Italy with respect to the EC Finance Notes); of default under the SARF (including as a result of acceleration of the Senior Revolving Credit Facility or the Notes), the lenders a a fi rst priority and, where appropriate, subsequent ranking, thereunder could cancel the availability of the facilities and elect security interest over receivables (including bank accounts to declare all amounts outstanding under the SARF, together and the fl eet vehicles) in respect of each of the Securitifl eet with accrued interest, immediately due and payable. Companies (other than in respect of Securitifl eet Italy with respect to the EC Finance Notes) and subject to certain The Group’s debt instruments include covenants whose aim exceptions in Spain; and is to, inter alia, limit the ability of the Company and certain of its subsidiaries to: a a fi rst priority and, where appropriate, subsequent ranking, share pledge over certain receivables (including under a incur additional indebtedness; buy- back agreements from vehicle manufacturers) of each a pay dividends or make any other distribution; of the Securitifl eet Companies (other than Securitifl eet Italy with respect to the EC Finance Notes), subject to certain a make certain payments or investments; exceptions in Spain a issue security interests or guarantees; All assets subject to the liens in the foregoing paragraph are a sell or transfer assets or shares; collectively referred to herein as the “Securitifl eet Collateral”. a enter into transactions with affi liated companies; and The Securitifleet Collateral secures the SARF and the Securitifleet Proceeds Loan (and, hence, indirectly the EC a merge or consolidate with other entities. Finance Notes) on a shared pari passu basis and enforcement These limitations are subject to various conditions and proceeds from such collateral would be paid fi rst to the senior exceptions, including the ability to distribute dividends and lenders under the SARF and then to EC Finance plc under make investments under certain circumstances. However, the Securitifl eet Proceeds Loan (and, as a result, indirectly to these covenants could limit the Group’s ability to fi nance its the holders of EC Finance Notes) pursuant to the priority of future operations and capital needs and its ability to pursue payments in the Intercreditor Agreement. business opportunities and activities that may be in its interest. The hedging banks (responsible for the hedging transactions In addition, the Group’s ability to comply with the covenants concerning the SARF) do not benefit from Securitifleet in its debt instruments may be affected by events beyond its Collateral: they benefi t from the same collateral as the lenders control. under the RCF.

82 EUROPCAR REGISTRATION DOCUMENT 2016 RISK FACTORS REGULATORY AND LEGAL RISKS

2.3.5 Risks related to the Group’s ability to generate cash and/or secure ﬁ nancing to fund its indebtedness or foreseeable liquidity requirements

The Group’s ability to make payments on and to refi nance contractual periods as of December 31, 2016, see Note 28 02 its debt, to acquire vehicles in its fl eet and to fund planned “Financial Risk Management” on the liquidity risk of the 2016 capital and development expenditures or opportunities that consolidated fi nancial statements as set forth in Section 3.4 may arise, such as acquisitions of other businesses, will depend “Consolidated financial statements and Statutory Auditors’ on its future performance and its ability to generate cash and/ report ” of this Registration Document. or obtain fi nancing, which to a certain extent, are subject to The Group believes that it will have sufficient resources to macro-economic, financial, competitive, legislative, legal, repay or refi nance the current portion of its debt and lease regulatory and other factors, as well as other factors discussed obligations and to fund its foreseeable liquidity requirements in this Section, many of which are beyond the Group’s control. over a 12-month period from the date of fi ling this Registration There can be no assurances that the Group will generate Document. However, as the Group’s debt matures, the Group suffi cient cash fl ows from operations or that future borrowing anticipates that it will seek to refi nance or otherwise extend its will be available in an amount suffi cient to enable it to pay its debt instruments’ maturities. The Group’s ability to invest in debts, or to fund other liquidity needs. If future cash fl ows its businesses and refi nance maturing debt obligations could from operations and other capital resources are insuffi cient to require access to the credit and capital markets and suffi cient pay the Group’s obligations as they mature or to fund liquidity bank credit lines to support cash requirements. The Group needs, the Group may be forced to reduce or delay its business may also experience diffi culties in obtaining fi nancing in foreign activities and capital expenditures, sell assets, obtain additional countries for local operations. If the Group is unable to access debt or equity capital or restructure or refi nance all or a portion the credit, securitization and capital markets, the Group could of its debt. There can be no assurances that the Group would experience a material adverse effect on its liquidity, fi nancial be able to accomplish any of these measures in a timely manner position or results of operations. In addition, the Group’s or on commercially reasonable terms, if at all. In addition, the available fi nancing could be decreased, or its fi nancing costs terms of the Group’s existing and future indebtedness may limit increased, as a result of factors which are beyond its control, its ability to pursue any of these alternatives. For a description including the insolvency, deterioration of the fi nancial position, a of the Group’s fi nancial liabilities, including fi nancial derivative change in law or a change in credit policy of one or more of the instruments, by relevant maturity based on the remaining Group’s lenders, certain of which are local or regional lenders.

2.4 REGULATORY AND LEGAL RISKS

2.4.1 Risks related to compliance with current or future regulations applicable to the Group’s business

As it operates in over 130 countries and territories all over the material and unforeseeable impact on its business in France, world, the Group is subject to a vast array of international, within the European Union or in other jurisdictions. Changes national and local laws and regulations. See Section 1.6.12 to laws, regulations or other applicable rules, as well as “Regulations” of this Registration Document. the review of case law or changes in how it is applied and interpreted could have a significant adverse effect on the Changes to laws, regulations, case law or any other rules Group’s operating costs, competitive position or outlook. applicable to the Group’s activities, as well as, more broadly, While the Group keeps track of and monitors the regulations any changes in the decision-making process of the competent it is subject to, its activities in France or abroad may be in authorities could give rise to the Group’s liability or have a breach of the applicable laws and regulations and give rise

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to liability. Non-compliance by the Group with the laws and Commission and the relevant national authorities to continue regulations to which it is subject, both in France and abroad, improving its practices. If they conclude that the Group has could potentially also lead to different types of sanctions, made insuffi cient changes to its sales policy it could have including the restriction, suspension or ban of certain activities a material adverse effect on the Company’s revenue and and the imposition of fi nes, payment of compensation or results of operations (see “Consumer Protection Regulations other penalties. Any of these incidents could have a material in the EEA” under Section 1.6.12.1 “Consumer Protection adverse effect on the Group, its fi nancial position, results Regulations” of this Registration Document). of operations, reputation or prospects. Even if the changes Finally, in most jurisdictions in which the Group operates, the to laws, rules or regulations do not apply directly to the Group passes various costs on to its customers, including Group, their effects on its customers or partners may have airport concession fees, as separate fees in connection with an indirect and material impact on how the Group carries vehicle rentals. Nevertheless, the industry may in the future be out its business or the associated costs, as well as on the subject to potential legislative or administrative changes that demand for the services the Group supplies. may limit, constrain and/or prohibit the possibility to indicate, bill and collect these separate fees, which would result in such 2.4.1.1 Risks related to compliance with costs being reallocated back to the Group. If such measures Consumer Protection Regulations were adopted at the national or European level, they could have a material adverse effect on the Group’s revenue, results The Group’s business and its business practices are highly of operations or prospects. regulated with respect to consumer protection and any changes in these laws, regulations or their interpretation, in particular in terms of rules related to price transparency, non- 2.4.1.2 Risks related to compliance with discriminatory pricing, unfair terms or misleading advertising, personal data protection regulations could affect the Group’s reputation as well as its business Changes in the regulations for protection of personal data could both in terms of logistics and costs, which could have a also have a material adverse effect on the Group’s business. material adverse effect on the Group’s fi nancial position and European directives and regulations as well as national rules results of operations. For example, the adoption of regulations in the various countries where the Group operates restrict the affecting or limiting the sale of supplementary insurance or a types of data it can collect on people it deals with or wishes to new interpretation of regulations by the competent authorities deal with, as well as the way it collects, stores and uses the could entail a reduction or loss of these revenue sources and data that it is allowed to collect. In addition, the centralized have a material adverse effect on the Group’s profi tability. nature of the Group’s IT systems requires a regular cross- Moreover, in the context of the cooperative process border fl ows of customers’ and prospects’ data beyond the between the national authorities of Member States of the country where it was taken. If this data fl ow becomes illegal or European Union that are responsible for applying legislation starts to generate additional infrastructure costs the Group’s for the protection of consumers pursuant to regulation EC capacity to serve its customers may be materially affected for No. 2006/2004, a dialogue was opened by the European an indefi nite period. Commission aimed at improving consumer experiences Other legislative changes or bilateral agreements on customer (in particular the transparency and suitability of contractual data processing, customer data confidentiality and data terms) within the European Union. In this respect, the Group security could also have a material adverse effect on the made undertakings to the European Commission during Group’s business. the 2015 fi scal year, including the adoption of new general rental conditions and the clarifi cation of the insurance and Also, although the Group has in place procedures to keep contractual guarantee policy in the event of damage caused personal and banking data secure, data theft, piracy of to the vehicle. In January 2017, the European Commission security systems, identity fraud or theft of customers’ banking praised the Group’s commitments. Throughout the 2016 fi scal data could have a material adverse effect on the Group’s year, the Group continued its discussions with the European reputation, revenues, results of operations or prospects.

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2.4.1.3 Risks related to environmental rules designed to cap emissions or tax the companies seen as and health and safety rules responsible should come into force, it could affect demand for the Group’s services and the vehicle fl eet and/or other costs The Group has its own installations for storing petroleum could rise with adverse implications for its results of operation products as well as centers for washing and maintaining and fi nancial position. vehicles. The Group’s businesses are subject to environmental laws and regulations, particularly as regards (i) owning and The laws, regulations, charters, Ethics Codes and 02 operating petroleum product storage facilities, e.g. gasoline certifi cations to which the Company subscribes are shown and diesel, and (ii) production, storage, transportation and in Section 4.5.2 “Promote a responsible purchasing policy”, disposal of waste, including sludge from vehicle washes, “Promote business ethics and responsible purchasing”, of waste water and other hazardous substances. this Registration Document. Environmental legislation has progressed signifi cantly in recent years and continues to develop. Public authorities and courts 2.4.1.4 Risks related to compliance can impose fi nes or civil or criminal penalties, and order repairs with regulation of franchisees or clean-ups of pollution in the event of non-compliance with environmental regulations. Also, in some cases, the authorities The Group has national and international franchisees that help can amend or revoke the Group’s operating licenses, which the Group achieve wide territorial coverage and contribute could force it to close down temporarily or permanently the to its revenue. Legislative, regulatory, administrative and installations in question and pay the resulting costs of closure, jurisprudential changes as well as changes in the conditions, maintenance and repair. Bringing the Group into compliance application or interpretation of old and recent texts under with environmental law and regulations could have an effect French law governing such contractual relationships, on its results of operation and fi nancial position. particularly changes in precedents impacting the content of contracts (through, for example, a legal review of terms and Each Group Corporate Country is responsible for ensuring conditions previously negotiated), or limiting the franchiser’s that its storage facilities comply with local regulations in that ability to cancel franchise contracts (for example, by requiring country in order to ensure that they (i) are properly reported to an indemnity payment in the event of termination), or refusing the competent authorities of the countries in which they are the renewal or transfer of these agreements, could have a located; and (ii) have been replaced or upgraded to comply material adverse effect on the Group’s business, fi nancial with applicable requirements on the detection of leaks and position and results of operations. protection against spills, overfl ows and corrosion. However, there can be no assurance that daily use of these tank Although independent, franchisees must comply with the systems may not result in leaks which, while insignifi cant on knowledge requirements and standards defi ned by the Group, a daily level, have a cumulative material effect over time. in compliance with the laws and regulations applicable to their business. Non-compliance by franchisees with these rules Furthermore, international law and regulations have historically could have a material adverse effect on the Group’s reputation and will likely continue to contemplate numerous measures and business in the countries affected. related to greenhouse gas emissions and climate change. If

2.4.2 Risks related to liability and insurance

The Group’s business generates signifi cant risk with respect to and downward, refl ecting trends in the insurance market and automobile civil liability. Vehicles from the Group’s fl eet entrusted the Group’s own loss ratio. The availability and cost of coverage to its customers or employees may be involved in cases of should remain the controlling factors in the future. Furthermore, physical injury and death or property damage caused to third there are only a limited number of insurers that are prepared parties. The Group has purchased an automobile insurance to offer multinational automobile insurance programs. For program covering civil liability for bodily injury (including death) example, the Group has implemented an insurance program and property damage to third parties resulting from the use in Belgium, France, Germany, Italy, Portugal and the United of its rented vehicles. If the Group were not able to renew Kingdom (the “Europrogramme”) with AIG Europe Ltd. (“AIG”). its automobile insurance under acceptable commercial terms, There can be no assurance that the Group’s insurance or to find alternative and equivalent coverage, it would be premiums will not increase in the future, in particular in countries unable to rent its vehicles. Historically, automobile insurance where signed insurance policies are not profi table for insurance premiums calculated per rental day, have both trended upward companies.

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Historically, a signifi cant share of the Group’s exposure to civil Moreover, the Group bears the risk of damages to vehicles liability, in particular automobile civil liability, has remained the it owns and to its business beyond its automobile fl eet. The Group’s responsibility under its insurance policies. As part of the Group has decided not to purchase an insurance policy against Europrogramme, accidents, or the share of accidents related these risks. Over the long run, the Group considers that insuring to automobile civil liability, less than or equal to €500,000 per property damage to its fl eet and theft of vehicles would be accident are “self-insured” by the Group. In this case, AIG greater than or equal to actual costs of damages and theft. covers third parties, under local insurance policies subscribed Nevertheless, there can be no assurance that the Group will not to by the Group’s subsidiaries, and is then reimbursed by the be exposed to non-insured damages from asset-related risks, Group. There can be no assurance that the remaining amount whose levels may be greater than historical levels, and which payable by the Group will not significantly increase in the could have a material adverse effect on the Group’s fi nancial future. Furthermore, with respect to insured risks, there can position and results of operations. See Section 2.7 “Insurance be no assurance that current or future liability claims will not and Risk Management” of this Registration Document. exceed the Group insurance policy levels. The occurrence of such an event could have a material adverse effect on the Group fi nancial position. See Section 2.6 “Insurance and Risk Management” of this Registration Document.

2.4.3 Risks related to the protection of intellectual property rights

The Group’s business and its future growth depend in particular Property, Licenses, Usage Rights, and Other Intangible Assets” on its ability to obtain, maintain and protect its trademarks, of this Registration Document). An inability to continue using domain names, “GreenWay®” technology (see Section 1.6.11.1 these intellectual property rights could have a material adverse “The GreenWay® System” of this Registration Document) and effect on the Group’s business. Moreover, the Group relies on other intellectual property rights. The Group grants operating this third party to take adequate measures in order to protect licenses of its trademarks and other intellectual property rights and enforce its intellectual property rights, which it has granted (including those it uses under licenses) to its franchises, agents to the Group under a license. It is also possible that disputes and service providers (see Section 1.8.2 “Intellectual Property, arise as part of the Group’s use of trademarks subject to Licenses, Usage Rights, and Other Intangible Assets” of this licenses, particularly when the interests of the licensor and Registration Document). The Group, its franchisees, agents those of the Group diverge as market conditions change. The or service providers may not be able to adequately protect Group may be ordered to pay signiﬁ cant damages and interest, these trademarks and other intellectual property rights against discontinue the sale of services violating the intellectual property challenges to their validity, violations and abusive use by third rights in question and incur additional expenses to sign, where parties, in particular in markets in which the Group has not applicable, licenses allowing it to use the disputed intellectual been active in the past. property rights. Furthermore, certain intellectual property rights that the Group Similarly, any material violation of the Group’s intellectual uses were granted to it by partners under reciprocal license property rights could entail disputes, which may also result in agreements under which Europcar International SAS is granted costs and commercial uncertainty for the Group. Any of these an exclusive license on certain brands in countries where the incidents could have a material adverse effect on the Group, its Group operates or has a franchise, excluding countries where ﬁ nancial position, results of operations or prospects. the partner operates directly (see Section 1.8.2 “Intellectual

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2.4.4 Risks related to regulatory, legal and arbitration proceedings

In the ordinary course of its business, the Group is involved a material adverse effect on the Group’s business, its fi nancial or at risk of being involved in a certain number of regulatory, position, results of operations and prospects. In addition, any legal or arbitration proceedings, the more signifi cant of which provisions recorded by companies of the Group, with respect 02 are described in Section 2.7 “Regulatory, Legal and Arbitration to regulatory, legal and arbitration proceedings in its fi nancial Proceedings” of this Registration Document. In certain of these statements could be insuffi cient (for a description of these proceedings, claims of a signifi cant amount have been made disputes, see Section 2.7 “Regulatory, Legal and Arbitration against companies of the Group or are likely to be made Proceedings” of this Registration Document), which could have individually or jointly and sanctions, in particular administrative a material adverse effect on the Group’s business, results, ones, could be imposed on companies of the Group. If any, the fi nancial position, liquidity or prospects, independently of the imposition of sanctions on companies of the Group could have claim’s underlying validity.

2.4.5 Risks related to competition law

The Group’s activities may be subject to legal action or On February 27, 2017 the French Competition Authority investigations with respect to competition, marketing dismissed proceedings related to the car rental sector, practices and price setting, which could impact the deeming that the practices alleged by the plaintiffs had not Group’s business, results of operations and financial been established. position. The Group could be held liable for any failure As this decision may be subject to appeal before the Court to comply with competition law, either directly or of Appeals of Paris, the provision of €45 million, recorded indirectly (including because of a failure by one of the on December 31, 2015 in non-current charges (see notes Group’s agents, franchisees or partners) by both the 12 and 35 in Section 3.4 “ Consolidated financial statements competition authorities and the injured parties, which and Statutory Auditors’ report” ) was maintained as at could result in significant negative consequences for the December 31, 2016 and will only be reversed during the fi rst Group, particularly with respect to its reputation, financial half of 2017 if there is no appeal. position or prospects. Certain Group entities are subject to investigations by different administrative authorities The imposition of fi nes or damages which could potentially relating to competition law and/or marketing practices be payable by the Group as a result of procedures relating and price setting. to competition law could have a material adverse effect on the Group’s liquidity and fi nancial position, leading it to seek additional fi nancing or resources.

2.4.6 Tax risk

By operating in many countries, the Group is subject to This environment does not always allow the Group to multiple and complex tax situations. The Group is located in establish clear or deﬁ nitive guidelines with respect to the tax countries where the laws and tax regulations in effect as well regulations applicable to its business, transactions or intra- as the legal decisions of courts and/or local tax authorities group reorganizations (past or future) which could as a result are constantly evolving. be based on an erroneous interpretation of French or foreign tax laws and regulations.

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As such, the Group cannot guarantee that these portion of net fi nancial expenses that can be deducted from interpretations will not be called into question by the relevant corporate income tax, subject to certain conditions and tax authorities. More generally, any failure to comply with exceptions, to 85% for tax years ended as from December 31, tax laws and regulations in countries in which the Group or 2012 and to 75% for tax years starting from January 1, 2014. Group companies are located or operate may lead to tax In addition, as provided for in French regulations on reassessments, the payment of default interest, fi nes and undercapitalization, the deduction of interest paid on loans penalties. In addition, tax laws and regulations may change granted by a related party and, subject to certain exceptions, or be modifi ed in their interpretation and in their application by on loans granted by third parties but guaranteed by a related the relevant courts and authorities, in particular with respect party, is authorized under certain conditions but subject to to initiatives decided at an international or community level limitations, pursuant to the provisions of Article 212 of the (such as the OECD, G20 or European Union). Any of these French General Tax Code. elements may lead to an increase in the Group’s tax burden and have a material adverse effect on its fi nancial position The impact of all such regulations on the Group’s ability to and results. deduct interest paid on loans could increase the Group’s tax burden and have a material adverse effect on the Group’s Taxation applicable to the ownership and commercial use effective tax rate, fi nancial position and results. Nevertheless, of vehicles in Europe is rapidly evolving over time and varies given current regulations and the Group’s tax situation, the from country to country. In the context of its operating Group does not expect these limits to have a material adverse activities, Europcar may be subject, in particular but not impact on its cash. exclusively, to fl eet, circulation or registration taxes, also known as “ecological taxes”. These taxes could have a The Group’s future results, French and foreign tax regulations material adverse effect on the Group’s results of operations and tax audits or disputes could limit the Group’s ability to in that this additional tax burden would not be passed on to use its tax loss carryforwards and, as a result, have a material its customers. adverse effect on the Group’s fi nancial position. French and foreign tax rules could limit the Group’s ability to The Group has signifi cant tax loss carryforwards, for which benefi t from tax deductions on interest, which may lead to a the tax impacts are described in Note 14 “Tax ” in Section 3.4 reduction in the Group’s net cash. “Consolidated financial statements and Statutory Auditors’ report ” of this Registration Document. Several European countries in which Europcar operates have implemented restrictive rules with respect to the The ability to effectively use these losses will depend on tax deductibility of loan interest and other similar fi nancial various factors including (i) the ability to record taxable income expenses. These changes could have an impact on Group and the balance between income and losses, (ii) the general companies that have relatively high debt levels. In general, limit applicable to French tax loss carryforwards, under which these rules limit the deduction of interest under net fi nancial the percentage of losses that can be carried forward to offset expenses that exceed a certain threshold such as a the portion of taxable income exceeding €1 million is limited percentage of EBITDA, or which do not respect debt/equity to 50% for fi scal years ending as from December 31, 2012, ratios. as well as certain more specifi c restrictions related to using certain categories of defi cits, (iii) limits to the use of tax losses Even when regulations of a particular regime allow for a that may be imposed by foreign laws and regulations, (iv) deferral of the rejected interest deductions over future fi scal consequences of present or future tax audits or disputes periods, the Group’s ability to make tax deductions of this and (v) potential changes in applicable laws and regulations. interest could depend on a number of factors, such as its ability to record future taxable income as well as restrictions These factors could increase the Group’s tax burden and related to the duration of the permitted deferral. have a material adverse effect on the Group’s effective tax rate, fi nancial position and results. With respect to French tax regulations, Articles 212 bis and 223 B bis of the French General Tax Code, created by Article 23 of Finance Law No. 2012-1509 for 2013, limit the

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2.4.7 Risks related to labor law

With an average annual headcount of 6,461 in 2016, the The Group is located in countries where laws, applicable Group is subject to multiple national labor laws that are both regulations as well as their interpretation by the relevant complex and constantly changing. New regulations and laws courts or authorities may rapidly change. The Group cannot 02 could impact the content of contracts, or limit the Group’s guarantee that its interpretation, past or present, of the laws ability to maintain its current operating conditions or raise labor and regulations applicable in France or abroad is correct and costs and could have a material adverse effect on the Group’s will not be contested on different grounds by its employee- business, ﬁ nancial position and results of operations. representative bodies, its employees or former employees before the relevant authorities. If such claims were heard, the The Group also uses a number of temporary workers and Group could be exposed to the questioning of its practices outsources services, mainly for the moving and cleaning of and/or sanctions, which could have a material adverse effect vehicles in high season and in compliance with the legislation on the Group’s business, results of operations, ﬁ nancial position applicable to the countries in which the Group operates. and prospects.

2.4.8 Risks related to retirement pensions

The Group has obligations relating to defi ned benefi t pension in cash the retirement regimes of the Group and other post- plans, in particular in the United Kingdom. The Group’s fi nancial employment benefi t plans may be more signifi cant than the obligations depend on the future performance of the assets, the amounts estimated at December 31, 2016 (see paragraph 2.16 level of interest rates used to determine future commitments, “Employee Benefi ts” in Note 2 “Significant Accounting Policies” actuarial forecasts and experience, changes in the retirement of the consolidated fi nancial statements included in Section 3.4 regimes and applicable regulations. Given the large number of “Consolidated financial statements and Statutory Auditors’ variables that determine the fi nancial obligations of retirement report ” of this Registration Document). If this were to occur, regimes, which are diffi cult to forecast, and given that there such fi nancial obligations may have an adverse effect on the may be regulatory changes, the future obligation to fi nance Group’s fi nancial position or results of operations.

2.5 FINANCIAL RISKS

The Group’s activities expose it to a variety of fi nancial risks: The Group continuously assesses the fi nancial risks identifi ed market risk (in particular foreign exchange risk and interest rate (including market risk, credit risk and liquidity risk) and risk), credit risk, price risk and liquidity risk. The Group’s overall documents its exposure in its consolidated fi nancial statements. risk management program seeks to mitigate the potential The Group considers that its exposure at December 31, 2016 negative impacts of volatility in the fi nancial markets on the has not changed signifi cantly during the last 12 months and Group’s financial performance. The Group uses derivative therefore the policy implemented to mitigate such exposure fi nancial instruments to hedge certain risk exposures. remains consistent with prior years. A detailed analysis of these risks can be found in Note 28 “Financial Risk Management” The Group Treasury Department is responsible for risk as set forth in Section 3.4 “Consolidated financial statements management, and submits its proposals for financial and Statutory Auditors’ report ”. Regarding the fi nancial risks transactions for approval by the Management Board. The Group related to the effects of climate change and the measures does not use derivative fi nancial instruments for any purpose taken by the Company to reduce these risks by implementing other than managing its exposure. All hedging operations are a low-carbon strategy in all areas of its business, see either coordinated or carried out by Group Treasury. Section 5.2.4 “Report by the Chairman of the Supervisory Board on corporate governance and internal control” of this Registration Document.

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2.6 INSURANCE AND RISK MANAGEMENT

2.6.1 Insurance

In the ordinary course of business, the Group is exposed 2.6.1.1 Motor vehicle liability to three principal categories of risks that may be subject to insurance policies: (i) motor vehicle liability, (ii) damage to EUROPROGRAMME (BELGIUM, FRANCE, property (vehicles owned by the Group) and (iii) risks related to GERMANY, ITALY, PORTUGAL AND THE UNITED its business (excluding its fl eet). KINGDOM) A Dedicated Insurance and Risk Management Department To address the risk of its motor liability, the Group has oversees in a centralized manner the insurance strategy of implemented an insurance program in Belgium, France, the Group’s fl eet as well as the other business related risks Germany, Italy, Portugal and the United Kingdom, the management processes. This centralized management is “Europrogramme”. The Europrogramme is a corporate carried out in connection with dedicated personnel located insurance program allowing each subsidiary operating in each in each Corporate Country. The Group does not manage country participating in the program to benefit from motor insurance covering its franchises, which remains their own vehicle liability insurance from its local AIG Europe Ltd. (“AIG”) responsibility in accordance with the terms of the standard branch, established in the country in which the subsidiary franchise contracts implemented by the Group. operates. In the context of external growth, the Group is required to Under the Europrogramme, third party claims or the share of analyze the insurance coverage in the companies it acquires, third party claims related to motor liability less than or equal ensure that the risk management and insurance strategy is to €500,000 per accident are “self-fi nanced”. In this case, AIG adequate and that all the necessary insurance policies required covers third parties, under local insurance policies purchased for the business are in place. When insuffi cient guarantees are by the Group’s subsidiaries, and then recovers sums up to this identifi ed in a newly acquired entity, it may take several months amount, according to the relevant subsidiary, by: before adequate insurance policies in compliance with the Group’s risk management strategy become effective for the (i) Euroguard Cell 0, acting as deductible fund manager on recently acquired entity. behalf of Europcar Belgium, France, Italy and Portugal, up to a maximum of €500,000 per accident and within an In countries in which the Group operates, it is generally required annual aggregate limit actuarially set each year by country, by liability laws to purchase insurance covering its risks related in accordance with the Deductible Funding Agreement to motor liability against bodily injury and accidental death or (DFA); property damage caused by its customers to third parties and resulting from the use of its vehicles, whether they are owned, (ii) Europcar Germany, up to a maximum of €100,000 per rented or loaned. If these vehicles are not insured by the Group, claim, and Europcar UK up to a maximum of €500,000 they cannot be put into circulation. As a result, coverage of per claim, according to Loss Reimbursement Agreements the Group’s motor vehicle liability is critical for the running of (LRA); its business. (iii) Euroguard Cell 9, the Group’s reinsurance captive within Euroguard Protected Cell (PCC), a company separate from the Group, intervenes in order to cover: a. a line of €400,000 in excess of €100,000 per claim for Europcar Germany claims, b. the part of the claims under €500,000 in excess of the annual aggregate limit for the DFA of Belgium, France, Italy and Portugal.

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The share of claims triggering the Group’s motor vehicle liability For the year ended December 31, 2016, the total cost that exceed the threshold of €500,000 per claim is transferred (including the share of “self-fi nanced” risks and premiums) of to AIG. The maximum coverage limit provided for by the the Group to cover its risks and mainly its motor liability risk insurance policy, including the amount of €500,000 per claim (Europrogramme, Spain, Australia and New Zealand combined) that is the Group’s responsibility as described above, stands was €94.3 million, of which €91.1 million for the countries being at a total of at least €100 million per member country of the part of the Europrogramme that corresponds to the coverage 02 Europrogramme, £85 million in the United Kingdom and, may, of accidents “self-financed” by the Group, the insurance in certain countries, exceed this amount when required by local premium of the AIG excess layer, claims management fees, legislation. administrative and brokerage fees as well as related taxes. In 2016, for Spain the insurance cost to cover in particular motor For the year ended December 31, 2016, the estimated total vehicle liability risk was €10.2 million and for Australia and New cost of the Europrogramme was €77.4 million. The insurance Zealand the cost was €0.2 million. The average claims maturing policies comprising the Europrogramme were renewed as from time during which the costs of claims are borne by the Group is January 1, 2016 for three years ahead of the original expiry approximately three years. Liability insurance is by nature long- date of December 31, 2016, on more favorable terms than tail insurance and the most severe claims may remain active those struck in 2014. This new long-term agreement, which for several years, or even tens of years or more in extreme took effect on January 1, 2016, defi nes the general framework cases. Motor liability insurance cost, stated on a comparable of the Europrogramme and its annual renewal conditions, in basis (per rental day) have historically trended both upward and particular the factors that determine the amount of premiums downward, refl ecting (i) the cost of the market capacity in terms and fees payable by the Group for each year of the program. of motor liability insurance and (ii) the Group’s own motor liability claims records, these two factors being signifi cantly infl uenced SPAIN by the availability of insurance capacity on the market and Europcar Spain’s motor vehicle liability is not covered within increases in property damage claims and especially severe the Europrogramme. Since January 1, 2009, it has been bodily injury claims (cases of death and disability). The Group insured through a standard risk transfer policy purchased from estimates that these two factors will continue to influence Allianz Spain. This insurance policy expires on December 31, insurance costs in the future. 2017 and stipulates, in particular, the amount of premiums and fees payable by Europcar Spain in order to benefi t from IRELAND this coverage. The limits of this policy stand at €70 million for The risks related to motor vehicle liability for Europcar Ireland bodily injury and €15 million for property damage, which may are covered outside of the Europrogram, through a local be increased under certain conditions with additional coverage insurance policy with AIG Europe Ltd (“AIG”). This policy is of €50 million (“voluntary” coverage) for bodily injury, accidental renewed annually and provides for the amount of premiums and death and property damage. The total cost of the insurance fees payable by Europcar Ireland to benefi t from this coverage. premium for the year ended December 31, 2016 stood at €10.2 million. Under this policy, AIG indemnifi es third parties for unlimited bodily injury amounts, and property damage may be indemnifi ed AUSTRALIA AND NEW ZEALAND up to a €30 million limit. The motor liability risks which the Group is exposed to as Europcar retains a share of the expense of each claim, up to a a result of its operations in Australia and New Zealand are maximum of €7,500. The total cost of the insurance premium covered by the “Third Party Bodily Injury” mandatory regime for the year ended December 31, 2016 stood at €4.9 million. administered by the State and automatically purchased during a Since 2015, Europcar Ireland has been committed to an vehicle’s registration, combined with an “Own Damages” policy active approach to claims reduction, in particular through the covering the vehicle’s market price and a “Third Party Property installation of devices on its fl eet of vehicles that encourage Damages” policy with a limit of approximately AUD 30 million responsible driving. These measures tend to improve the costs (or approximately €20.5 million), executed on May 1, 2014 with related to these claims. Allianz for a period of one year and placed with QBE on May 1, 2015, renewed in 2016 and to be renewed again in 2017.

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2.6.1.2 Property damage – vehicles owned following non-compliance with applicable regulations. This by the Group insurance policy took effect as of the date of the admission to trading of the Company’s shares on Euronext Paris for a In most countries in which the Group operates, the Group does six-year term. not insure the property damage to its vehicles and is taking the charge related to the risk of damage to its fl eet. Over the Any increase in claims or the potential failure by the Group or its long run, the Group considers that insuring property damage subsidiaries to renew its insurance contracts under terms and to its fl eet and theft of vehicles would be greater than or equal conditions at least as favorable, could have a material adverse to actual costs of damages and theft. The Group’s rental effect on the Group’s business, results from operations and agreements generally stipulate that the customer is, subject to fi nancial position. certain exceptions, responsible for any deterioration or damage (including damage as a result of theft) to the rented vehicles. 2.6.1.4 Optional coverage offered The cost of damages to the Group’s vehicles for collisions in to customers which third parties are not involved, the cost of damages to the Group’s vehicles for which the Europcar driver is responsible WAIVERS IN THE EVENT OF DAMAGE OR THEFT and the cost of stolen or missing vehicles, as well as damages caused to the Group’s property, are expensed as they are The Group generally proposes ancillary products to its incurred. For the year ended December 31, 2016, expenses customers, such as partial waiver to recover, damage and theft related to damages caused to the fl eet (including repair work) protection, franchise buy-back product according to which the and to the loss or theft of vehicles, net of recoveries, was Group waives or limits its right to hold its customers fi nancially €114 million. liable for damage to the vehicle or losses to the Group. The purchasing this type of product transfers, for an additional fee The cost of damages to property or of theft not insured by the or premium, the customer’s total or partial cost liability to the Group is partly offset by (i) proceeds from the sale of damage Group. or theft waivers and (ii) the recovery of deductibles that remain applicable (see Section 2.6.1.4 “Optionalcoverage offered to PROTECTION AGAINST COSTS RELATED TO FLAT customers” below). TIRES, BROKEN WINDSHIELDS AND HEADLIGHTS The Group proposes a product that covers the customer’s 2.6.1.3 Risks related to the Group’s business fi nancial liability in the event of a fl at tire, broken windshield and (excluding its fl eet) headlight during the ordinary use of the rented vehicle. In order to manage other risks related to the Group’s business, or to comply with applicable laws, the Group has purchased PERSONAL INSURANCE (PERSONAL ACCIDENT and implemented other insurance programs, including a INSURANCE (“PAI”) AND SUPER PERSONAL general liability insurance program, an environmental liability ACCIDENT INSURANCE(“SPAI”)) insurance program, an employer’s practice liability insurance The Group proposes insurance products that allow occupants program related to employment practices, an insurance of its vehicles or their beneficiaries to receive lump sum program covering fraud and misconduct, a directors and indemnities in the event of accidental death or permanent offi cers liability insurance program, a terrorist event insurance disability following an accident occurring during the rental program covering direct damage to one of its facilities and a period. These products also contain a “medical expenses” property damage and loss of earnings program. component. These insurance programs have been purchased from non- Such indemnities will be granted in addition to the compensation affi liated insurance companies for amounts deemed by the received by passengers considered third parties by the Group as reasonable given its risk profi le, and secured terms mandatory motor liability insurance regime and by a not-at- and conditions considered by the Group as reasonable. fault driver of the vehicle rented from the Group. The Company has purchased a specifi c directors and offi cers In the event where the driver of the vehicle rented from the Group insurance program for the Company’s executives and major is at fault, and as a result not covered under the mandatory shareholder in order to cover certain risks related to its fl otation. motor liability insurance regime, insurance offered by the Group It covers, in particular, defense and investigation fees, damages represents the driver’s sole source of compensation (excluding and interest, as well as insurable fi nes and penalties related a social security regime or insurance purchased elsewhere by to claims filed by the Company’s new shareholders and the individual for personal use). proceedings initiated by the relevant stock market authorities

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These three broad categories of products are available in Any Group change in the legal or contractual conditions enabling sales agencies and from Europcar’s website. The Group has the proposal and sale of these services, or the potential failure purchased PAI/SPAI from a leading market insurer. The program by the Group or its subsidiaries to propose them for sale to its was standardized for all Corporate Countries in March 2015 to customers or under less favorable terms and conditions could enhance clarity for customers. have a material adverse effect on the Group’s business, results from operations and ﬁ nancial position. 02

2.6.2 Risk management

Risk management relates to measures implemented by the under the control of the Group Chief Financial Offi cer. The Group to identify and analyze the risks to which it is exposed Group Treasury Department identifi es, evaluates and hedges in the ordinary course of business. Risk management is fi nancial risks in close collaboration with the Group’s operating considered a priority by the Group’s management and is units. All of these hedging operations are either coordinated closely followed by the Group Internal Audit Department. The and validated centrally or directly executed by the Group Group’s internal control and risk management procedures are Treasury Department. based on a set of measures, policies, procedures, behaviors Controlling risk exposure in each country in which the Group’s and customized actions aiming to ensure that the necessary companies operate depends on local management teams, measures are taken to: who are as close as possible to the risks related to the a ensure the effi ciency of operations and the effi cient use of activities they exercise or supervise. resources; and For further information on risk management, please refer to a identify, analyze and control risks that could have a the report by the Chairman of the Supervisory Board and in material effect on the Group’s assets, results, operations particular “I nternal control and risk management procedures” or achievement of its objectives, whether they are operating, in Section 5.2.4 “ Report by the Chairman of the Supervisory commercial, legal or fi nancial or related to compliance with Board on corporate governance and internal control” of this laws and regulations. Registration Document. The Group’s internal control system is based on the Committee of Sponsoring Organizations of the Treadway Commission The risk map (COSO) principles as well as international standards, as defined notably by the Institute of Internal Auditors (IIA). The risk map was established at the Group by the Internal The Supervisory Board, through the Audit Committee, is Audit Department on the basis of global risks as identifi ed responsible for monitoring the effectiveness of the internal by management. In 2016, 45 signifi cant risks, either internal control and risk management systems put in place by the or external to the Group, were identifi ed. Risks are ranked Management Board. The Audit Committee ensures the depending on the estimated impact of each risk and the relevance, reliability and implementation of internal control likelihood of its occurrence. Risks identifi ed as having severe procedures and identification, hedging and management impacts and a strong probability of occurring are mapped of the Group’s risks in relation to its activities as well as as “highly critical”. Conversely, risks identifi ed as having little accounting and fi nancial information. The Company draws impact and a weak probability of occurring are mapped as up and manages, under the supervision of the Internal Audit “moderately critical”. The resulting map obtained for a given Department and the Chairman of the Management Board, the year provides a comparative tool with the previous year’s map, risk map and the risk management program. and helps in understanding the development of risks to which the Group is exposed. The map allows the Group to set up a The Group’s risk management program integrates, in dashboard with the estimated degree of control of each of the particular, the unpredictable nature of fi nancial markets, and identifi ed risks and to identify those that must be dealt with in seeks to minimize their potentially negative effects on the priority, as well as to ensure that internal control is adequate to Group’s fi nancial performance by using derivative fi nancial prevent and detect them. The risk map also helps to update instrument in order to hedge certain exposures, in particular the audit plan, in particular on topics that are identifi ed as those related to interest rate fluctuations. The Group’s requiring increased supervision. Treasury Department is tasked with managing fi nancial risks

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The Group’s Internal Audit Department regularly updates the and present any corrective measures taken, (ii) ensure that all risk map at the level of the Group and its related subsidiaries employees have participated in training related to the Group’s on a rolling basis. The risk map is presented to the Audit values charter, confl icts of interest, personal data protection Committee and Management Board, which then studies and and competition law over the course of the fi scal year, and (iii) analyzes the actions and specifi c monitoring of certain risks confi rm in particular the absence of any confl icts of interest, and (see “Internal control and risk management procedures” in compliance with anti-corruption rules, personal data protection, Section 5.2.4 “Report by the Chairman of the Supervisory labor laws and human rights. Board on corporate governance and internal control” in this Risks related to operations of the Group’s international Registration Document). franchisee network are subcontracted to an external audit fi rm. At times, external auditors are called upon to cover certain Fraud prevention and the fi ght against business sectors with respect to technical issues that cannot corruption and money-laundering be covered internally. Despite the care and rigor applied to producing and monitoring The Group’s Internal Audit Department oversees identifi cation this risk map, in the context of changing legislation and and fraud prevention processes for all of its activities. uncertain and fundamentally changing markets, some risks may The Group has implemented a signed reporting policy. Under have been underestimated or not identifi ed. The emergence this policy, the managers of the Group’s subsidiaries sign an of these risks or of impacts exceeding those expected could annual compliance letter. The purpose of the compliance letter have a material adverse effect on the Group’s activities, results is to (i) notice and analyze non-compliance situations and risks of operations and fi nancial position.

2.7 REGULATORY, LEGAL AND ARBITRATION PROCEEDINGS

The Group is involved in a number of legal, regulatory and At the date of this Registration Document, the Group is not arbitration proceedings in the ordinary course of its business. aware of any legal, regulatory or arbitrage proceedings other In accordance with the accounting standards applied to the than those mentioned below, that might have or have had in the Group, a provision is recognized in the statement of fi nancial last twelve months a material adverse effect on the Company’s position when the Group has an obligation as a result of a past or Group’s fi nancial position or results. event, it is probable that an outfl ow of economic resources will be required to settle the obligation, and the amount can be reliably estimated.

Procedings by the French Competition Authority

On February 27, 2017 the French Competition Authority cancel the investigation and its processes as a result of the dismissed proceedings related to the car rental sector. The appeal against the conduct of the inspections. On February 17, proceedings began with visits and the seizures at the premises 2015, the French Competition Authority sent a notice of of several rental companies, including Europcar France, in complaint to Europcar France and a number of its current January 2008. Legal proceedings challenging certain aspects and past parent companies. They alleged that, for several of these inspections and seizures of items have been ongoing years (dating back to 2003 in the fi rst case and 2005 in the since 2008 and led to a ruling by the First President of the Paris second), they, fi rst, received periodic information from airport Court of Appeals on May 6, 2015, annulling the inspections at operators on the activities of their competitors in these airports Europcar France’s premises, ordering that all items seized be and, second, applied a surcharge in railway stations which the returned and forbidding their use in evidence by any person French Competition Authority allege was agreed with some or authority. The ruling specifi ed that there was no reason to of their competitors. Europcar France lodged its statement of

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defense brief on May 20, 2015. Further to fi ling its statement In its fi nancial statements as at December 31, 2016, the Group of defense, the rapporteur for the French Competition Authority retained the provision of €45 million refl ecting, as of the year submitted a report to the College on June 2, 2016. Europcar ended December 31, 2016, its best estimate of the fi nancial France replied to this report on September 5, 2016. The hearing risks in the event of an appeal and if the Paris Court of Appeals before the French Competition Authority’s College took place imposes a fi ne, notwithstanding Europcar France’s arguments on December 12, 2016. On February 27, 2017, the French in defense of its position. See Note 35 of the consolidated Competition Authority dismissed the case on the grounds that fi nancial statements as at December 31, 2016 in Section 3.4 02 the practices alleged by the investigation departments had not “ Consolidated financial statements and Statutory Auditors’ been established. This decision is likely to be subject to appeal report ” of this Registration Document. before the Paris Court of Appeals.

Proceedings by the Italian Competition Authority

On July 29, 2015, the Italian Competition Authority (the “IAA”) on March 1, 2017. The notice of complaint indicates that an launched an investigation at the head offi ce of Europcar Italy exchange of sensitive information between companies active in S.p.A as part of an I 791 investigation targeting the vehicle the vehicle leasing business took place through ANIASA. This leasing business, involving ANIASA (the Italian Association act constitutes a restriction of competition by its very object of Car Rental Companies) and its members. This procedure according to the terms of Article 101 TFEU and consequently relates to a potential exchange of commercial information and is a serious breach of competition law. Regarding Europcar a possible collusion between members of the association who Italia S.p.A., the notice of complaint states that the company conduct long-term rental, of a nature that may be liable to restrict is only active in short-term vehicle rentals and is therefore not competition. On December 7, 2016, the IAA sent Europcar Italia implicated by the charges that could be upheld in the context S.p.A. notice of complaint that it issued once the enquiry phase of the ongoing procedure. As a result, and to the extent that was deemed complete by the IAA and highlighted their latest Europcar Italia S.p.A. is not present in the vehicle leasing market fi ndings. These fi ndings may be confi rmed by the IAA following (to which the proceedings relate), Europcar Italia S.p.A. is not their analysis, evidence gathered by their team of investigators, on the list of companies likely to be fi ned by the IAA, subject responses from the various parties to the notification of to the IAA confi rming the fi ndings contained in its notice of grievances received by the IAA and the arguments of the complaint . The IAA’ s decision is expected to be handed down parties during the fi nal hearing. The deadline for responses within 6 to 8 weeks after the date of the hearing. The IAA’ s to the notifi cation of grievances received by Europcar Italia decisions are subject to appeal before the Lazio Administrative S.p.A. was February 3, 2017 and the fi nal hearing took place Court, the Italian Council of State .

Proceedings in the Federal Court of Australia

The Australian Competition and Consumer Commission conditions which the ACCC has not objected to. Following (“ACCC”) brought a case before the Federal Court of Australia the hearing on October 26, 2015, at which Europcar Australia against CLA Trading Pty Ltd (“Europcar Australia”). The ACCC and the ACCC supported a common facts presentation and charges Europcar Australia’s rental agreements contained unfair common submission (a joint submission indicates that the clauses regarding contractual guarantee policy and consumer ACCC and Europcar Australia reached agreement during a liability in the event of damage caused to the vehicle. The preliminary mediation phase in respect of the sanction to be Authority also considers that some statements on the Europcar requested of the Australian Federal Court), the Federal Court of Australia website were misleading as the information provided to Australia rendered its decision on April 19, 2016 and sentenced consumers on the scope of their liability in the event of damage Europcar Australia to publish a limited corrective notice in the was insuffi ciently precise. Europcar Australia has accepted print media and handed down a fi ne of AUD 100,000. This some of the facts alleged and is cooperating with the ACCC. decision is fi nal. Europcar Australia has also proposed new general terms and

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Dispute with former franchisee and sub-franchisees in Brazil

Two of the Group’s sub-franchisees in Brazil, Rentax Locação e by which a person against whom proceedings are initiated, Comércio de Veículos Ltda. (“Rentax”) and Horizon Distribuidora involves a third party to respond to the allegations that may Veículos Ltda. (“Horizon”), have fi led a suit against Europcar be declared against him or her. On appeal, this ruling was International and its former Brazilian franchisee, Cia Ec Br de partly overturned by the Court of Appeal, which found that Franquias e Locação de Veículos Ltda. (“EC-BR”), claiming Europcar International S.A.S.U. could seek recourse against unfair termination of the franchise agreement between Europcar EC-BR, claiming back from EC-BR any payment Europcar International S.A.S.U. and EC-BR. Rentax and Horizon are International S.A.S.U. would make in compliance with a court claiming approximately BRL 19,525,151, (around €6 million). ruling against it. Europcar International S.A.S.U., considering Europcar International S.A.S.U. is seeking to have the case that the Appeal Court had failed to consider all its arguments dismissed on statute of limitations grounds and, in particular, about the statute of limitations, appealed to the São Paulo arguing that (i) there is no contractual relationship with these two Court of Justice on September 8, 2014. In a ruling handed sub-franchisees, and (ii) there was nothing improper by Europcar down on March 17, 2015, the São Paulo court upheld the International S.A.S.U. in the termination of the EC-BR contract. ruling that the plaintiffs’ suit was not time-barred. No date has yet been set for the court of fi rst instance hearing on the In the court of fi rst instance, it was found that the suit fi led by substance of the case. Its decision on the statute of limitations Rentax and Horizon was not time-barred and that if Europcar was appealed to the Superior Court of Justice. This appeal is International S.A.S.U. were found liable it would have no still pending. recourse against EC-BR. A recourse action being an action

Excessive interchange commission applied by MasterCard and Visa

Following the opening of an investigation by the European MasterCard in the English courts and obtained damages for Commission into interchange commissions (commission losses related to this practice going back to 1992. that is received by banking organizations for a commercial On September 16, 2016, Europcar Group UK Limited sued transaction and justiﬁ ed by the mechanisms implemented by MasterCard and Visa in the Competition Appeal Tribunal in the banking institutions of the cardholder and trader for which London with the aim of obtaining damages for losses incurred the transaction is conducted), the European Union determined in the periods from 1992 to 2008 and from 2010 to 2016, that the interchange commissions applied by MasterCard and respectively estimated at 7,000,000 pounds sterling including Visa were too high. Following this decision, a company sued interest and 3,000,000 pounds sterling including interest.

Dispute with a former franchisee in Israel

In July 2016, Kalrom Leasing and Financing Ltd. and Kalrom more than €3 million. Europcar International and its subsidiary Motors & Engineering Equipment Ltd (together, “Kalrom”) sued ﬁ led counterclaims amounting to €1 million for unpaid amounts, Europcar International, Europcar France and Europcar Group and are currently contesting the competency of the Israeli UK before the Lod District Court in Israel for damages for jurisdiction insofar as the franchisee contract contains an alleged non-compliance with several contractual provisions and arbitration clause appointing the Chamber of Commerce of early unfair termination of the international franchise agreement Paris. binding them. The total amount of claims made by Kalrom was

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Labor Disputes

The Group faces individual disputes related to dismissals on for dismissals on economic grounds in the context of internal personal grounds as well as individual disputes in the ordinary restructurings carried out in prior years, as well as individual or course of business. The Group also faces individual disputes collective disputes relating to restructurings. 02

Litigation with twenty-four former employees

The Group is defending proceedings for interim relief brought dismissed the employees’ demands. On July 17, 2015, the before the Rambouillet Labor tribunal (Conseil de prud’hommes) latter appealed. The appeal hearing took place on February 9, in which twenty-four employees and their union are challenging 2016 and a decision rejecting all the employees’ demands was the automatic transfer of their employment contracts following rendered by the Court of Appeal on April 12, 2016. No further the transfer of APS GreenWay’s business from the Group appeal has been lodged as of the date of this Registration to an IT services provider. On June 24, 2015, the tribunal Document.

Litigation with Philippe Guillemot

Following his dismissal as CEO of the Company on February 13, in favor of Mr. Guillemot. In a ruling dated July 1, 2014, the 2012, Philippe Guillemot sued the Company for payment of Versailles Court of Appeal dismissed this ruling in its entirety around €2.5 million in termination of employment compensation and found for the Company. Mr. Guillemot has in turn appealed, as set out in his contract. The Company claimed that Mr. seeking to have the appeal court ruling set aside. On July 5, Guillemot had been dismissed for gross misconduct and was 2016 the Court of Cassation dismissed all of Mr. Guillemot’s therefore not entitled to any contractual compensation. In the demands in its decision. court of ﬁ rst instance, the Versailles Commercial Court ruled

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3.1 ANALYSIS OF THE GROUP’S 3.7 OUTLOOK FOR FISCAL YEAR 2017 240 RESULTS 100 3.8 INFORMATION ON MEDIUM-TERM 3.2 THE GROUP’S LIQUIDITY TRENDS AND OBJECTIVES 242 AND CAPITAL RESOURCES 119 3.9 SIGNIFICANT CHANGE IN THE 3.3 INVESTMENTS 143 FINANCIAL OR BUSINESS POSITION 243

3.4 CONSOLIDATED FINANCIAL 3.10 COMMENTS OF THE SUPERVISORY STATEMENTS AND STATUTORY BOARD ON THE MANAGEMENT AUDITORS’ REPORT 145 BOARD’S REPORT AND THE FINANCIAL STATEMENTS FOR THE 3.5 ANALYSIS OF THE RESULTS YEAR ENDED DECEMBER 31, 2016 243 OF EUROPCAR GROUPE S.A. 217

3.6 COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT 220

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The quantiﬁ ed data on Country Subsidiaries do not include data on the Irish subsidiary, former franchiser acquired by Europcar on December 12, 2016.

3.1 ANALYSIS OF THE GROUP’S RESULTS

Readers are urged to read the information below regarding under IFRS and has no single generally accepted defi nition. the Group’s financial earnings and position together with The Group considers that Adjusted Corporate EBITDA, the consolidated financial statements for the years ended which covers all costs relating to the rental fleet including December 31, 2016 and 2015, as reported in Section 3.4 depreciation expenses and interest expenses linked to the “Consolidated financial statements and Statutory Auditors’ fl eet, offers investors additional material information to measure report ” of this Reference Document. the Group’s performance, particularly due to the fact that this aggregate is used by the Group to monitor its performance (see In this Chapter, the Group presents some fi nancial information Section 3.1.1.3. “Summary description of the principal income and other data for the periods indicated above in order to statement items”, paragraph on “Adjusted Corporate EBITDA”). make it easier for readers to understand the Group’s activity. In Furthermore, the Group has identifi ed certain impacts linked particular, the Group presents the Adjusted Corporate EBITDA to interest rate fl uctuations (primarily the pound sterling, the indicator, which refers to current operating earnings before Australian dollar and the New Zealand dollar) and restated depreciation and amortizations not linked to the rental fl eet, after certain data for the year ended December 31, 2015 at constant deducting interest expenses linked to debts used to fi nance the exchange rate for the year ended December 31, 2016. fl eet. Adjusted Corporate EBITDA is not a recognized metric

3.1.1 General Presentation

3.1.1.1 Overview Kingdom) in 2016, the Group relies on its in-depth knowledge of the sector and of vehicle rental to provide a broad range of With more than 65 years of experience, the Group is the mobility solutions. leader in vehicle rental in Europe and a major player in the mobility sector. With agencies in more than 130 countries and The Group is structured into two main operating segments, territories, Europcar offers its customers one of the largest Europe and the Rest of the World. The two segments share vehicle rental networks either directly or through its franchise similarities ranging from the nature of the services provided, the holders and partners. The Group operates through the three category of target clients to the management of the seasonal main trademarks, Europcar®, InterRent® and Ubeeqo®. nature of the business. The main difference between these Customer satisfaction is central to the mission of the Group two segments lies in the dynamism of the economic area, and its employees: this commitment nurtures the constant the organization of the customer base, the interdependence development of new services. Accordingly, Europcar Lab was between the countries for managing customer contracts and created and developed as an ideas incubator to research the fl eet and daily operational management: new mobility solutions products and services for the Group. a the European sector includes the European countries The purpose of Europcar Lab is to support in-house projects where the Group operates its fl eet directly (Belgium, France, and acquisitions of non-controlling or controlling interests in Germany, Italy, Portugal, Spain, United Kingdom), grouped innovative structures, such as the strategic investments in together on the basis of common criteria of service, customers Ubeeqo, E-Car and Brunel. and distribution, and European franchised countries As such, with an average fl eet of 213,789 vehicles (cars and (Austria, Denmark, Finland, Greece, Ireland, Luxembourg, light commercial vehicles) and a volume of 59.9 million rental Netherlands, Norway, Sweden, Switzerland, Turkey) which days in its “Country Subsidiaries” (Australia, Belgium, France, have similar economic characteristics and display synergies Germany, Italy, New Zealand, Portugal, Spain and the United in fleet negotiation and customer management and in

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the seasonal nature of activities. During the year ended SECTOR DYNAMIC AND ATTRACTIVENESS December 31, 2016, the Group generated consolidated OF THE GROU P’S SERVICES revenue of €1,997.2 million in Europe (i.e., 92.9% of the The vehicle rental sector is currently undergoing intensive Group’s consolidated revenue before intra-group eliminations changes owing, in particular, to the changes in consumer habits and holdings) and €164.3 million of Adjusted Corporate and technological advances. EBITDA (i.e. 64.7% of the total); a The development of e-commerce. In recent years, a the Rest of the World includes the other countries in which e-commerce has changed the booking habits of customers. the Group operates directly (Australia and New Zealand), in E-commerce allows the Group to respond to the constantly addition to all the franchised countries that are not included changing needs of its customers and to be attentive to their in the Europe segment. During the year ended December 31, expectations. The Group has invested in its websites and 03 2016, the Group generated €159.4 million in consolidated mobile applications to keep up with the growing development revenue in the Rest of the World (i.e., 7.4% of the Group’s of e-commerce. It has also entered into local agreements with consolidated revenue before intra-group eliminations and a number of major tour operators and travel agents targeting holdings) and €33.9 million of Adjusted Corporate EBITDA in particular the “leisure” customer segment and partnerships (i.e. 13.4% of the total). with several Internet travel portals (see Section 1.6.5 In addition, “Elimination and Holdings” covers the support “Europcar direct distribution channels”). The percentage of services for the two operating segments of Europe and Rest vehicle rental bookings made online (including through rental of the World such as IT, legal, tax, e-commerce, fl eet, fi nancing, brokers) has risen sharply in recent years and accounted insurance, marketing, sale and transformation departments. for 57% of bookings in 2016 (versus 54% in 2015). Online It includes personnel costs, IT costs, sales and marketing bookings also allow greater transparency on prices and can expenses and, in return, management commissions paid by the therefore lead to stronger competitive pressure in the sector. two operating segments. During the year ended December 31, a Technological changes and changes to offers. To remain 2016, “Elimination and Holdings” represented Adjusted competitive, vehicle rental companies should develop Corporate EBITDA of €55.6 million (i.e. 22% of the total). a management model that includes information and In parallel with this country-based organization, the Group has, telecommunications systems that are effective while being since January 2017, chosen an organization based on Business complementary to those of their partners, with regard Units to better address the different markets on which the Group to the recording of customer bookings through multiple operates and to better respond to the needs of its customers. distribution channels and strengthening their capacity to offer This organization by Business Units is structured around the innovative and less expensive services. The Group invests Cars, Vans & Trucks, Low-Cost, New Mobility and International regularly in improving its information system, built around the Coverage Business Units. For 2016, the Cars Business Unit GreenWay centralized system, and has set up a 2020 plan generated €1,809 million in revenue, the Vans Business Unit to continuously modernize the architecture of its information €211 million, the Low-Cost Business Unit €81 million, the New system. This translates into a perpetual adaptation and Mobility Business Unit €5 million and the International Coverage improvement of the functionalities of this tool. Business Unit €45 million. a Changes in demand on the premium and low-cost segments. The Group considers that transport sector consumers 3.1.1.2 Main Factors That Can Impact tend to focus on either premium offers or on so-called the Group’s Results low-cost offers. The changes in demand on the premium segment present new growth opportunities for vehicle Some key factors as well as past events and operations rental companies capable of capitalizing on their trademark impacted and could continue to impact the Group’s operating recognition to develop new services. The Group believes results, in particular (i) the momentum of the vehicle rental that it can leverage the established recognition of its leading sector and the attractiveness of the Group’s services, (ii) macro- trademark Europcar® to develop new premium services economic conditions, (iii) the rental day volume and the revenue such as its “Selection” offer and its chauffeur services (see per day generated by rental activities, (iv) the seasonal nature of “Europcar® Services Offer” paragraph in Section 1.6.1.1 the vehicle rental business, (v) the effects of the transformation “The Europcar® trademark”). In addition, as demand is also program, (vi) the Group’s cost structure and operational evolving towards the low-cost segment and small budget effi ciency, (vii) the fi nancial charges, (viii) changes to the Group’s vehicles, the sector’s players have responded to the trend scope of consolidation and (ix) exceptional exogenous factors by adapting the composition of their fl eet and developing such as attacks. A more detailed description of each of these new low-cost offers. To address this new trend, the Group factors is presented below. initially launched its InterRent® trademark on the low-cost market in 2013, then accelerated its deployment as initially planned. As at December 31, 2016, the trademark had been

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deployed in six Country Subsidiaries in Europe (92 rental a Regulatory developments. The Group operates in numerous agencies located primarily at airports and railway stations) countries that have multiple regulations likely to change, and in the 36 franchised countries (see Section 1.6.1.2 especially related to the environment, personal data, “The InterRent ® trademark”). This specifi c market trend allows consumer rights and in connection with the operation of the Group to propose a product and services to meet this franchises (see Section 1.6.12 “Regulation”). Regulatory growing demand. changes can affect the activities and operating results of the Group, especially if such changes were to introduce a The new mobility solutions. The vehicle rental activity sector additional mandatory constraints. is undergoing structural changes linked to technological advances and the resulting changes in consumer preferences a Exceptional events with an impact on the economic and behavior (See the Section on “Growth factors and general environment. Natural disasters such as the fl oods which market trends”). This momentum in the sector is a source of crippled traffi c can have an adverse impact on vehicle rental. growth opportunities for vehicle rental companies capable Terrorist attacks can also have an impact on the vehicle rental of focusing their investments on the products, services and market in the short and medium term. technologies that they consider will have a strong value added or will be widely accepted by consumers and for MACRO-ECONOMIC CONDITIONS which they have or can acquire or develop the technical expertise necessary for their operation. The Group draws The demand for vehicle rental and, more particularly, the on its extensive experience and its know-how in the vehicle demand from the “business” segment is infl uenced by the rental sector to innovate and grab opportunities arising macro-economic situation of countries in which the Group from new mobility trends. In addition, in response to the operates and in particular by the change in gross domestic targeted mobility needs of its customers, the Group set up product, especially in Europe: in 2016, the Europe operating Europcar Lab, which is designed as an ideas incubator for segment represented 64.7% of consolidated Adjusted researching new products and services in mobility solutions Corporate EBITDA generated by the Group. for the Group and its purpose is to support in-house projects Demand is also infl uenced by the change in air and railway traffi c and acquisitions of interests in innovative structures, such as and underlying factors to these changes, such as currency the strategic investments in Ubeeqo, E-Car and Brunel. (See fl uctuations or geopolitical events, that can affect passenger Section 1.6.3 “Mobility Solutions”). fl ows (see Section 1.3.2 “Growth factors and general market a The price dynamic. The vehicle rental sector is a competitive trends”). During the fi scal year ended December 31, 2016, market and price is a key competitive factor. The Group agencies in airports directly run by the Group and by agents seeks to capitalize on the density of its network, its sector represented 43% of the revenue generated by the Group’s expertise, its operational excellence and the recognition of rental activities versus 57% for agencies outside airports, its trademarks to enhance its capacity to propose attractive thanks to the dense network of the nine Country Subsidiaries. rates in terms of the value for money ratio of the services The Group also entered into important alliances and partnership proposed while improving its profi tability. Supply and demand agreements with several major aviation companies. Thus, a on the market impact both the Group’s fl eet fi nancial utilization signifi cant part of the Group’s revenue is correlated to the level rate and its pricing position. During periods of high demand of air traffi c. or when demand exceeds supply, the fl eet fi nancial utilization rate increases and the competitive pressure on prices falls. REVENUE GROWTH INDICATORS On the contrary, a fall in demand or excess supply of vehicles Revenue covers (i) income from the rental of vehicles net of over demand can exert downward pressure on prices in the discounts and rebates, (ii) commissions on services related context of available fl eet management. The available fl eet to the vehicle rental activity and (iii) fees received from the management capacity (size and geographic distribution) of Europcar franchise network. the different players of the vehicle rental sector also has an impact on the Group’s fl eet fi nancial utilization rate and its The following indicators are generally used to analyze changes pricing position. For more information about the Group’s in the Group’s consolidated revenue: (i) the activity volume fl eet fi nancial utilization rate, see Section 3.1.1.2 in “Cost measured by the rental day volume, and (ii) the average revenue structure and operating efficiency indicators”. Europcar’s per day generated by the vehicle rental activities. Revenue and Capacity Management teams are in charge of the central management of the fl eet fi nancial utilization rate, its localization and prices as in the hospitality and aviation sectors.

102 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE GROUP’S RESULTS

RENTAL DAY VOLUME a typology of the Group’s customer base: business or leisure (see Section 1.6.4 “Customers (“Business”/“Leisure”)”). The rental day volume corresponds to the rental day volume Generally, leisure rentals are for longer periods and present invoiced to customers including each day or period shorter a higher RPD compared to business rentals. Furthermore, than one day for which a vehicle rental is invoiced to a client longer-term rentals generate in principle a lower RPD than (the “Rental Day Volume”). short-term rentals but present a different cost structure which The Rental Day Volume is influenced by a certain number generally allows the Group to maintain similar profi tability (see of factors, including in particular the factors described in Section 3.1.1.2 “Cost structure and operational efficiency”); Section 3.1.1.2 “Sector Momentum and Attractiveness of a geographical diversity. The Country Subsidiaries cater to the Group’s Services” and Section 3.1.1.2 “ Macro-Economic different types of customers and present different strategies Conditions” above, the seasonal nature of the activity, the 03 in terms of price and composition of the vehicle fl eet. Some of changes in the Group’s services offering and customer portfolio the Country Subsidiaries (in Belgium and Germany) generate and the Group’s efforts to ensure profi table growth in line with a more substantial portion of their revenue on the “business” its strategy (see the Section 1.4 “Strategy”). segment, others (in Spain, Italy and Portugal) generate more REVENUE PER DAY GENERATED BY RENTAL ACTIVITIES revenue on the “leisure” segment and others, finally, are present on the two customer segments in a more balanced The revenue per day corresponds to the consolidated revenue manner (in France and in the United Kingdom). The Country generated by the rental activities, divided by the Rental Day Subsidiaries in the Rest of the World (in Australia and in New Volume for the period under consideration (the “RPD”). The Zealand) are more present in the “leisure” segment; variation of the RPD is calculated with respect to the previous year and can be presented at constant exchange rate to correct a the growth momentum of the different Business Units. exchange rate fl uctuations (primarily the impacts linked to the Each Business Unit is backed by one or several markets pound sterling, the Australian dollar and the New Zealand which have their own momentum in terms of demand, price, dollar). products and services; consequently, they have different RPDs and revenue growth fi gures; and The RPD depends on the following main factors: a the fluctuation of certain exchange rates. As RPD is a the Group’s pricing position. The prices practised by the measured in euros, the fluctuation of exchange rates, Group generally reflect (i) the positioning of the services especially, between the euro and the pound sterling and proposed by the Group and the related price policy, (ii) the the euro and the Australian dollar are likely to impact the sale of additional services and equipment for a price (such RPD. Consequently, the Group monitors the RPD mainly at as insurance products and optional protection, equipment, constant exchange rate. etc.), (iii) the specific market conditions and customer structure of geographical areas where the Group proposes SEASONAL NATURE OF THE BUSINESS its services, (iv), the Revenue Capacity Management used to manage customer demand, pricing and suitability of the The vehicle rental business sector is highly seasonal and fl eet (category/price and optimized distribution within the sensitive to climate conditions (see Section 1.6.9 “Seasonal network), as well as (iv) competitive intensity and (vi) the Nature of the Business”). There is generally a peak in activity average duration of the rental; from June to September. The “leisure” segment is characterized by higher demand during the summer period and school a the composition and diversity of the Group’s fleet. The holidays and benefits from higher activity in the transport Group’s fl eet includes eleven main categories of vehicles in sector. As such, the Group’s revenue and Adjusted Corporate line with the sector’s standards - mini, budget, compact, EBITDA are higher during these periods compared to the medium, standard, sedan, premium, luxury, vans, trucks rest of the year. For example, the Group generated 62.6% and convertible cars. The different trademarks propose of its Adjusted Corporate EBITDA in the third quarter of the different fl eets: the Europcar® trademark covers a full range year ended December 31, 2016 (versus 61.5% in 2015). The of vehicles while the InterRent® trademark offers a narrower “leisure” customer segment is also characterized by an increase panel of vehicles which are also perceived as less expensive in demand for week-end rentals over mid-week rentals. In a by customers. The diversity of the Group’s fl eet allows it complementary way, demand from the “business” customer to respond to the rental demands of a broad range of segment is relatively stable during the year, with a slight drop customers. Generally, higher category vehicle rentals have during the summer holidays period and more focused on the a higher RPD than lower category vehicles but the latter mid-week (Tuesday to Thursday). represent less substantial costs for the Group and generally help to maintain similar profi tability; For the fi scal year ended December 31, 2016, leisure rentals represented 58% of the revenue generated by the Group’s rental activities versus 42% for business rentals.

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Managing the seasonal nature of the business efficiently In 2016, the Group continued the initiatives of the Fast Lane is an important aspect of the Group’s fi nancial model. The program. As part of the new organization based on Business Group strives to seize business during peak periods (weekly Units implemented at the beginning of 2017, all initiatives aimed or annually) while staying attentive to fl eet holding costs in at strengthening the Group’s operational excellence is now the periods preceding and following these periods (low or monitored at the level of Business Units, support functions normal by describing the annual peaks as high or elevated), and Country Subsidiaries. with the objective of maintaining its fl eet fi nancial utilization rate, comprised between 73% and 80% for each quarter, for COST STRUCTURE AND O PERATIONAL example. The Group addresses these fl uctuations in demand EFFICIENCY through fl exible contracts with the vehicle suppliers. These contracts allow the Group to increase its vehicle orders when The Group’s operating costs, as presented in the management it expects a surge in activity and to use short-term buy-back income statement, mainly consist of fleet holding costs arrangements (which generally vary between fi ve and eight (excluding estimated interest included in operating lease rents months) to reduce the number of vehicles once the high that the Group analyzes in the fi nancial expenses concerning (1) demand falls (see Section 1.6.8 “The Group’s Fleet”). the fl eet within the Adjusted Corporate EBITDA , operational expenses in connection with the fl eet operating, rental and The chart below presents the changes in consolidated revenue revenue-related costs, personnel costs and network and head in millions of euros, the fl eet fi nancial utilization rate and the offi ce overhead costs. They therefore exclude other operating average fl eet per quarter during fi scal years 2015 and 2016: income and expenses (included in a separate item of the income statement statement) and non-recurring income and Average fleet (in thousands) expenses (included in a separate item of the income statement), 156 190 225 185 172 209 243 196 177 212 257 209 as well as all fi nancial costs in connection with the fi nancing of the fl eet. 693 707 646 The Group’s operating costs, as presented in the management

547 530 income statement, represented 85% of the Group’s sales in 495 489 496 464 2016. The Group considers that this operating cost base is 414 418 374 70% variable and 30% ﬁ xed or semi-ﬁ xed as described below. 79.8% 79.7% 80.3% 77.1% 76.4% 77.4% 73.7% 73.7% 73.2% Costs considered variable are: a 73.6% 73.6% 73.9% fleet holding costs (which represented 27% of the operating cost base and 23% of sales in 2016). These costs include:

Q1-14 Q2-14 Q3-14 Q4-14 Q1-15 Q2-15 Q3-15 Q4-15 Q1-16 Q2-16 Q3-16 Q4-16 a costs in connection with vehicle rental agreements, which Quaterly revenues (€m) Fleet utilization (%) represented 23% of the operating cost base for 2016 and correspond to (i) depreciation expenses concerning both vehicles purchased with manufacturer or dealer buy-back commitments and “at risk” vehicles (based on The chart below presents changes in the Group’s Adjusted monthly depreciation rates negotiated as part of the buy- Corporate EBITDA by quarter in millions of euros during fi scal back agreements, as regards vehicles purchased with years 2015 and 2016. a buy-back arrangement, net of volume rebates, or on the difference between the purchase price and estimated residual value of at risk vehicles, as regards the latter, 180 154.2 158.9 adjusted monthly based on vehicle market values) and (ii) 160 operating lease expenses, 140 a costs in connection with the purchase and sale of 120 vehicles, which represented 2.1% of the operating cost 100 base for 2016, mainly consisting of (i) the cost of vehicle 80 63.8 59.4 60 accessories, (ii) costs linked to the integration of new 36.3 40.3 40 vehicles into the Group’s fl eet, and (iii) costs linked to the 20 sale of used cars and vehicles acquired through buy-back 0 schemes, and -3.7 -20 -4.7 a taxes on vehicles, which represented 2% of the operating Q1 Q2 Q3 Q4 cost base for the 2016 fi scal year.

2015 2016

(1) In the IFRS income statement, payments under operating leases are recorded in full under “ﬂ eet holding costs” with no distinction between the amortization expense and the estimated ﬁ nancial expense component.

104 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE GROUP’S RESULTS

These costs are variable, insofar as the Group is capable Shared Services Center to all countries. Expenses incurred of adapting and adjusting its fl eet, thanks to the fl exibility in the network of agencies can also fl uctuate depending on offered by the buy-back agreements it enters into with how the business is developed. car manufacturers. Europcar is able to increase its vehicle orders in the lead up to the high season, and use the COST STRUCTURE AND OPERATIONAL fl exibility offered by the holding periods, generally lasting EFFICIENCY INDICATORS from five to eight months, to sell vehicles off when the demand slackens. Europcar is also able to respond to As part of the Group’s transformation program, signifi cant short-term peaks in demand by an optimal distribution of savings have been made on fleet unit costs and other new vehicles joining the fl eet (see Section 1.6.8.1 “Fleet operating expenses, expressed in numbers of vehicle rental Management”). The key indicators monitored for these days or as a percentage of sales. 03 costs are: (i) the average size of the fl eet, (ii) the average fl eet The Group uses the following indicators to control and cost per unit per month, and (iii) the fl eet fi nancial utilization rationalize costs linked to the fl eet: rate (as described below). a average fleet in the period. The average fl eet in the period a fleet operating, rental and revenue-related costs (which is calculated by taking into account the number of days in represented 41% of the operating cost base and 35% of the period during which the fl eet is available, divided by sales in 2016). These costs include: the number of days in the same period, multiplied by the a fleet operating costs, which represented 13% of the number of vehicles in the fl eet during the period. The size operating cost base for the year ended December 31, of the average fl eet in the period, and therefore of the fl eet 2016, and include insurance costs (the cost of third party holding costs, varies according to forecasted demand and liability and vehicle damage insurance policies, and the Number of Rental Days, and, in particular, to the effects of cost of self-insurance), repair and maintenance costs seasonal fl uctuations; as well as costs incurred for damaged and stolen cars, a average fleet cost per unit per month. The average fl eet and for the reconditioning of vehicles before they are cost per unit per month corresponds to the total monthly repurchased by the car manufacturers or dealers. These fl eet costs (fl eet holding and operating costs, excluding costs vary according to the average size of the fl eet and, estimated interest included in operating lease rents for to a lesser extent, the Number of Rental Days, vehicles in the fl eet, and insurance costs), divided by the a commission and fees linked to revenue from ordinary average fl eet in the period. The Groups also analyzes the activities, including commission paid to agents operating fl eet holding cost per unit per month (excluding estimated rental agencies covering personnel costs and agency interest included in operating lease rents for vehicles in the overhead costs (excluding the vehicle fl eet) as well as fl eet) and, separately, the monthly operating cost per fl eet commission paid to travel agencies, brokers and other unit (excluding insurance costs). The average fl eet cost business partners, and the fees and duties paid for airport per unit per month is impacted by both macroeconomic and rail station concessions. These costs represented conditions affecting car manufacturers and by the Group’s 16% of the operating cost base for the 2016 fiscal bargaining power vis-à-vis manufacturers for its vehicle year, and vary according to the sales generated by the supply agreements. The average cost per unit for small, underlying rental business, and economy vehicles tends to be less than the average cost a rental costs, which represented 13% of the operating cost per unit for larger vehicles; base for the 2016 fi scal year, and which cover the cost a fleet financial utilization rate. The fl eet fi nancial utilization rate of transfering vehicles from one site to another, vehicle corresponds to the ratio of the Number of Rental Days to washing costs and fuel costs. Rental costs are, in theory, the number of days included in the fl eet fi nancial availability incurred once per renta; consequently, a shorter rental will period, it being understood that the fl eet fi nancial availability incur approximately the same cost as a rental over a longer period corresponds to the period in which the Group holds period. the vehicles. The higher the fl eet fi nancial utilization rate, the Costs considered to be fi xed or semi-fi xed include personnel fewer vehicles are necessary in the fl eet to generate a given costs, network and head offi ce overhead costs and information quantity of rental days (see Section 1.6.8 “Fleet”). Optimized system costs, which represented approximately 30% of the management of the fl eet size by the purchase and sale operating cost base for the 2016 fi scal year. These costs of vehicles, as well as the higher number of longer term and expenses can vary depending on a number of factors, rentals, contribute to the rise in the fl eet fi nancial utilization including an increase in the number of employees, the launch rate. of marketing campaigns, and the continued roll-out of the

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Fleet management and the improvement in the ﬂ eet ﬁ nancial Ireland has a network of 19 rental agencies, including utilization rate are based on the Group’s internal procedures, five in airports, and an average fleet of approximately and on the “Revenue and Capacity Management” teams set 5,000 vehicles (cars and light commercial vehicles); up over the course of 2012. These teams and the tools at their a the purchase of companies offering new Mobility solutions, disposal are among the Group’s main annual investments. such as:

FINANCIAL EXPENSES IN CONNECTION WITH a Bluemove, acquired in June 2016 via Ubeeqo, a FLEET FINANCING AND OTHER BORROWINGS technological start-up in the fi eld of mobility and leading car-share provider in Spain. It offers users a fleet The financial expenses include the following expenses, in accessible 24/7, thanks to a special application, and particular: boasts a community of 47,000 registered customers as a fi nancial expenses in connection with fl eet fi nancing, which at mid-2016, with a presence in Madrid, Seville, Malaga vary depending on the fi nancing option selected or available: and Barcelona, fi nancing through operating leases based primarily on the a Wanderio, a minority investment acquired in July 2016 capacity of the manufacturers’ captive fi nance companies, via Europcar Lab, a start-up that is building a search and banks and other companies specializing in leasing vehicles or multimodal comparison platform, fi nancing through debt or securitization for the fl eet of vehicles a Brunel, a “ride hailing” firm based in London and a recorded in the balance sheet. IFRS treats the accounting leader in private chauffeur services available via a mobile of fi nancial expenses differently, depending on the type of application, acquired in September 2016. It mainly targets fi nancing used. In the IFRS income statement, operating Business customers in various sectors including, in lease rents, including the estimated portion corresponding to particular, investment banking, law and consulting fi rms interest, are recorded as operating income under fl eet holding and fi nancial institutions, costs, while fi nancial expenses connected to the other types a GuidaMi, acquired in December 2016 via Ubeeqo, the of fi nancing for the vehicle fl eet included in the balance sheet leading self-service car-share provider in Milan. are recorded as fi nancial income under cost of gross debt. In order to facilitate the Group’s monitoring of performance, these two types of fi nancial expense are grouped together as 3.1.1.3 Summary description of the principal one line in the calculation of the Adjusted Corporate EBITDA income statement items (see Section 3.1.1.3 “Adjusted Corporate EBITDA”) in the Except where otherwise indicated, the description provided management income statement; below is based on the income statement prepared in a fi nancial expenses in connection with the High Yield bond accordance with IFRS. loan for corporate fi nancing; a other fi nancial income and expenses including, in particular, INCOME FROM RECURRING OPERATIONS expenses in connection with other borrowings, the (REVENUE) amortization of transaction costs, any redemption premiums, Income from recurring operations is designated by the term and foreign exchange differences. “revenue” or “consolidated revenue” in this document. Revenue includes vehicle rental income (net of discounts and CHANGES TO THE SCOPE OF THE GROUP rebates and excluding intra-group sales and value added In 2016, the Group accelerated its external growth by investing taxes on sales), fees from the services related to vehicle in two areas: rental (including fuel), and the fees received from the Europcar franchise network: a the buy-back of franchises: a revenue drawn from vehicle rentals covers the rental income a in July 2016, the Group acquired Locaroise, the third generated by the agencies operated directly by the Group largest French franchise in terms of sales, which stood at and the income generated by the rental agencies operated approximately €17 million in 2015. Locaroise is present in by agents; the north of France, with 19 agencies and an average fl eet of 2,200 vehicles, a income related to services that complement the vehicle a in mid-December 2016, the Group acquired Europcar rental activity include the revenue from fuel sales and the Ireland, one of its largest franchises in terms of sales, fees received for managing “Major Accounts” fl eets; and which stood at approximately €50 million in 2015. Europcar

106 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE GROUP’S RESULTS

a the revenue drawn from the rental activity of the franchises The head offi ces of the Group’s Country Subsidiaries perform a consists of the annual fees, entry and territorial fees and number of commercial and operational activities defi ned by the other fees, such as the reservation fees invoiced by Europcar, Group in line with local characteristics, such as the management collection costs and the costs of the IT services provided to of “Major Accounts” customers and the administration of sales, the franchises. The fees paid to the Group by its franchisees the “Revenue and Capacity Management” services, reservations are determined on the basis of the rental revenue generated and customer services, e-commerce and marketing, vehicle by the franchisees in their regions. purchase, logistics and maintenance, as well as support functions such as fi nance and Human Resources. FLEET HOLDING COSTS NON-FLEET AMORTIZATION AND DEPRECIATION Fleet holding costs represent the “depreciation costs” on 03 EXPENSES vehicles acquired under contracts with repurchase clauses or on at-risk vehicles, the costs on vehicle rental agreements, Non-fl eet amortization and depreciation expenses primarily the costs related to the purchase and sale of vehicles, and the reflect allocations to the amortization of intangible assets taxes on the vehicles (see Section 3.1.1.2 “Cost structure and (software and operating systems owned by the Group), and operational efficiency”). depreciation of property, plant and equipment (computer equipment) and impairments. COSTS RELATING TO THE OPERATION, RENTAL AND ORDINARY BUSINESS REVENUE OF THE OTHER INCOME AND EXPENSES VEHICLE FLEET Other income and expenses refl ect net income resulting from The costs for operation, rental and ordinary revenue of certain commercial agreements, reversals of excess provisions, the vehicle fl eet consists of the operating costs of the fl eet gains or losses on the sales of property, plant and equipment (including insurance costs), commissions and fees related to and other items (such as retrocessions pursuant to rental ordinary revenue, and rental-related costs. See Section 3.1.1.2 contracts or tax penalties). “Cost structure and operational efficiency”. OTHER NON-RECURRING INCOME AND EXPENSES PERSONNEL COSTS Other non-recurring income and expenses consists of the costs Personnel expenses represent wages and salaries (including related to acquisitions of companies and reorganization costs charges for bonuses and profi t-sharing), payroll taxes, post- and other operating costs. employment benefi ts and other items. Personnel costs are Acquisition costs include the costs incurred to integrate the tracked separately and differentiated between the personnel acquisitions, such as legal and accounting fees, the costs of present in the rental agencies and the personnel directly the dismissal and the consulting fees for the dismissals resulting network who are present in the headquarters of each of the from streamlining the network of rental agencies and support Group’s operational subsidiaries or in the Group’s corporate functions, impairment of property, plant and equipment and offi ces or in the Shared Services Center in Portugal created transfer costs, costs to terminate leases and restore buildings in 2014. conducted in the context of integrating the businesses acquired.

NETWORK AND HEADQUARTERS OVERHEAD Reorganization expenses represent the costs incurred to COSTS restructure operations during economic slowdowns, or in order to adapt the local organization or the Group structure to The corporate headquarters and network overheads include changing economic conditions. These expenses include staff costs related to the vehicle rental agencies (including rental reduction expenses, consultancy fees, asset write-offs and charges and network overheads), the costs for the corporate transfer costs, and early lease termination costs incurred as ofﬁ ces of the Company and the Group’s Country Subsidiaries part of restructuring programs. (including rental charges, travel costs and the audit and consulting fees incurred at the local level and in the holding Unusual, abnormal and infrequent items are presented company), as well as the related sales and marketing costs, separately as “Other non-recurring income and expenses” to IT costs and telecommunication costs. provide a clearer picture of the Group’s performance.

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NET FINANCING COSTS In addition to the IFRS explained above, the Group also uses non-GAAP measures, particularly Adjusted Corporate EBITDA Net financing costs include the gross financial debt cost, in order to refl ect its operating performance more effectively. including the net fi nancial expense on borrowings intended to fi nance the fl eet, net fi nancial expenses on other borrowings (excluding estimated interest included in the operating lease ADJUSTED CORPORATE EBITDA rents which are recognized in operating profi t or loss), and In order to assess the performance of its activities, the other fi nancial expenses and income. Other fi nancial income Group uses the indicator “Adjusted Corporate EBITDA”, and expenses primarily represent the impact from the trading of which describes recurring operating income before non-fl eet derivative fi nancial instruments, the amortization of transaction amortization and depreciation, after deducting the interest costs, foreign exchange differences, the fi nancial components expense on liabilities that fi nance the fl eet. Adjusted Corporate of employee benefi ts (discounting effect, excepted yield from EBITDA represents all costs related to the vehicle fl eet (including plan assets), dividend income, results on fi nancial instruments fl eet-related depreciation and interest expense). that are recognized in the income statement, and the ineffective portions of the profi t or loss on cash fl ow hedging instruments, The Group believes that Adjusted Corporate EBITDA is a key as well as other charges related to refi nancing or prepayment indicator because it measures the performance of the Group’s of certain fi nancing arrangements. ordinary business, including all the fi nancial costs related to fl eet fi nancing (which are the fl eet depreciation expenses included in the fl eet holding costs and the expenses on borrowings INCOME TAX intended to fi nance the fl eet included in IFRS fi nancial profi t Income tax for the year represents current and deferred taxes. or loss), without taking into account the impact of the costs Income tax is recognized in the income statement, except to related to past disbursements (non-fleeting depreciation the extent that it relates to items recognized directly in equity, and amortization) or those abnormal costs that are not in which case it is recognized in equity. representative of the trends in the Group’s results. Current tax is the expected tax payable on the taxable income Adjusted Corporate EBITDA is not a measurement recognized for the year, calculated using tax rates enacted or substantially under IFRS and does not correspond to a single, generally enacted at the reporting date, and subject to any adjustment accepted defi nition. It must not be considered a substitute for to tax payable in respect of previous years. operating income (loss) or net profi t (loss) as a measurement of operating results or of cash fl ows as an indicator of liquidity. The amount of deferred tax is based on the expected pattern Other issuers may calculate Adjusted Corporate EBITDA of realization or early payment of the carrying amount of assets differently from the defi nition used by the Group. The calculated and liabilities, using tax rates enacted or substantively enacted reconciliation of this aggregate with recurring operating income, at the reporting date. which appears in the IFRS income statement, is described in A deferred tax asset is recognized only to the extent that it is Section 3.1.2.2 “Analysis of results” below. probable that future taxable profi ts will be available against which the tax asset can be utilized. This probability is assessed on the basis of the following: 3.1.1.4 Signifi cant accounting policies a the existence of temporary differences that will give rise to For a description of the Group’s significant accounting taxation in the future; and policies, see Note 2 “Significant accounting policies” in the Group consolidated fi nancial statements for the year ended a forecasts of taxable profi ts. December 31, 2016 included in Section 3.4 “Consolidated financial statements and Statutory Auditors’ report” of this SHARE OF PROFIT/(LOSS) OF ASSOCIATES Reference Document. The share of profi t or loss of equity association is the portion of the profit from the entities over which the Group exerts substantial control, without however controlling them, primarily Car2go Europe and Ubeeqo in 2016.

108 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE GROUP’S RESULTS

3.1.2 Comparison of results for the years ended December 31, 2016 and 2015

3.1.2.1 Key indicators

Year ended December 31 Changes at constant 2016 2015 Changes exchange rates 03 Total revenue (in euro million) 2,151 2,142 0.4% 3.0% R ental r evenues (in euro million) 2,002 1,992 0.5% 3.1% Rental Day Volume (in million ) 59.9 57.1 4.9% - RPD (in euros) (1) 33.4 34.9 (4.2)% (1.7)% Average rental duration (in days) 6 6 (0.2)% - Average fl eet size in units (in thousands) (2) 213.8 205.4 4.1% - Average fl eet costs per unit per month (in euros) (3) (245) (253) (2.8)% 0.1% Fleet fi nancial utilization rate (4) 76.5% 76.1% (0.4)pt - Adjusted Corporate EBITDA (in euro million) 254 251 1.3% 3.2% Adjusted Corporate EBITDA margin 11.8% 11.7% 0.1pt -

(1) Revenue per day (RPD) is the revenue from the rental divided by the number of days of rental for the relevant period. (2) Average fl eet for the period is calculated by taking into account the number of days in the period during which the fl eet is available (period during which the Group holds the vehicles), divided by the number of days in the same period, multiplied by the number of fl eet vehicles during the period. At December 31, 2016, the fl eet consisted of 213,789 vehicles (+4.1% over December 31, 2015). (3) The unit average costs of the fl eet per month represents the total costs of the fl eet (fl eet holding and operating costs), excluding interest expense included in charges related to operating leases and insurance costs, divided by the average fl eet for the period, with the average fl eet for the period itself divided by the number of months in the period. (4) The fl eet fi nancial utilization rate corresponds to the ratio of the Number of Rental Days to the number of days in the fl eet fi nancial availability period; it is specifi ed that the fl eet fi nancial availability period represents the period during which the Group holds the vehicles.

EUROPCAR REGISTRATION DOCUMENT 2016 109 03 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE GROUP’S RESULTS

3.1.2.2 Analysis of the Group’s results The comments in this Section refer to the IFRS presentation of the income statement and the management aggregates monitored for strategic management of the Group. The management aggregates are established in order to reﬂ ect and improve the visibility of the Group’s economic performance.

MANAGEMENT INCOME STATEMENT

In millions of euros 2016 2015 Change

Revenue 2,150.8 2,141.9 0.4% Fleet holding costs, excluding estimated interest included in operating leases (488.8) (491.9) (0.6)% Fleet operating, rental and revenue related costs (753.3) (727.0) 3.6% Personnel costs (339.2) (347.4) (2.4)% Network and headquarters overhead costs (215.9) (218.5) (1.2)% Other income 9.7 14.2 (31.8)% Personnel costs, overhead costs for headquarters, network IT and other (545.4) (551.6) (1.1)% Fleet fi nancial costs (62.0) (65.5) (5.4)% Estimated interest included in operating leases (47.5) (55.3) (14.0)% Fleet fi nancial costs, including estimated interest included in operating leases (109.5) (120.7) (9.3)% Adjusted Corporate EBITDA 253.9 250.6 1.3% Margin 11.8% 11.7% 0.1pt Depreciation, amortization and impairment expense (32.3) (32.8) (1.4)% Other non-recurring expenses and income (20.7) (61.8) (66.5)% Non-fl eet fi nancial profi t/(loss) (59.1) (162.1) (63.5)% PROFIT/LOSS BEFORE TAX 141.7 (6.1) - Income tax (6.6) (37.6) - Share of profi t/(loss) of associates (15.8) (12.1) 30.6%

NET PROFIT/(LOSS) FOR THE PERIOD 119.3 (55.8) -

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IFRS INCOME STATEMENT

In millions of euros 2016 2015 Change

Revenue 2,150.8 2,141.9 0.4% Fleet holding costs (536.3) (547.2) (2.0%) Fleet operating, rental and revenue related costs (753.3) (727.0) 3.6% Personnel costs (339.2) (347.4) (2.4%) Network and headquarters overhead costs (215.9) (218.5) (1.2%) Other income 9.7 14.2 (31.8%) 03 Depreciation, amortization and impairment expense (32.3) (32.8) (1.4%) Current operating income 283.5 283.3 0.1% Other non-recurring expenses and income (20.7) (61.8) - Operating income 262.8 221.5 18.6% Net fi nancing costs (121.1) (227.6) - Profi t/loss before tax 141.7 (6.0) - Income tax (6.6) (37.6) - Share of profi t/(loss) of associates (15.8) (12.1) 30.6%

NET PROFIT/(LOSS) FOR THE PERIOD 119.3 (55.8)

NET PROFIT (LOSS), SHARE ATTRIBUTABLE TO EUROPCAR GROUPE SHAREHOLDERS 119.5 (55.6)

The table below presents the reconciliation of recurring believes that investors, analysts and ratings agencies will operating profi t (loss) with adjusted recurring operating profi t examine the adjusted recurring operating income, the adjusted (loss), with Adjusted Corporate EBITDA and with adjusted consolidated EBITDA and the adjusted Corporate EBITDA in consolidated EBITDA. The Group presents the adjusted order to measure the Group’s ability to meet its debt payment recurring operating profit (loss), the adjusted consolidated obligations. Neither the adjusted recurring operating income, EBITDA and the adjusted Corporate EBITDA because it adjusted consolidated EBITDA nor the adjusted Corporate believes that these measurements give investors important, EBITDA constitutes a recognized measurement under IFRS; additional information for assessing the Group’s performance. they must not be considered an alternative to operating profi t The Group believes that these data are frequently used (loss) or net profi t (loss) as a measurement of operating results by analysts, investors and other parties interested in the or to cash fl ows as an indicator of liquidity. assessment of companies in its sector. Moreover, the Group

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In millions of euros 2016 2015

Adjusted consolidated EBITDA 754.5 766.0 Fleet depreciation (IFRS) (181.9) (184.4) Fleet depreciation included in operating leases (1) (209.3) (210.3) Total fl eet depreciation (391.2) (394.7) Estimated interest included in operating lease rents (1) (47.5) (55.3) Fleet fi nancial costs (62.0) (65.5) Fleet fi nancial costs, including estimated interest included in operating leases (109.5) (120.7) Adjusted Corporate EBITDA 253.9 250.6 Depreciation, amortization and impairment expense (32.3) (32.8) Reversal of fl eet fi nancial costs 62.0 65.5 Reversal of estimated interest included in operating lease rents 47.5 55.3 Adjusted recurring operating income (loss) 331.0 338.6 Estimated interest included in operating lease rents (47.5) (55.3) Current operating income (2) 283.5 283.3

(1) The charges related to fl eet vehicle operating leases include a depreciation expenses, an interest expense and, in some cases, a small management fee. For contracts that do not stipulate a precise distribution of rents among these components, the Group makes estimates of this breakdown on the basis of the information provided by the lessors. In addition, since the interest expense included in operating leases is essentially a fl eet fi nancing cost, the management of Europcar examines the fl eet holding costs and the Group adjusted operating profi t (loss) excluding this expense. (2) As presented in the consolidated income statements.

(A) REVENUE The following table shows the change in Group consolidated revenue for ﬁ scal years 2016 and 2015, total and by type of income:

Changes at constant In millions of euros 2016 2015 Changes exchange rates

Vehicle rental income 2,002.4 1,991.9 0.5% 3.1% Other revenue associated with car rental 97.1 97.4 (0.3)% 3.4% Franchising business 51.3 52.7 (2.6)% (2.1)%

TOTAL REVENUE 2,150.8 2,141.9 0.4% 3.0%

Revenue for ﬁ scal year 2016 totaled €2,151 million, up 0.4% The Group believes that the increase in revenue generated over 2015. Restated for the foreign exchange effects of the by the rental operations was driven primarily by the initiatives pound sterling and the Australian dollar, this increase is 3.0%. launched in 2016, the most important of which were: Excluding the consolidation of Locaroise (1) and Brunel (2), Group a the continued implementation of new sales tools designed consolidated revenue improved by 2.4% at constant exchange for better organization and coordination with business rates. This signiﬁ cant increase was carried by the growth in customers for small and medium enterprises; vehicle rental activity, which was up 2.7% on a like-for-like basis. a investments in the Group’s digital platform which improves the retention rate of our “Business” customers and increases the “direct to brand” portion of the “Leisure” segment;

(1) Europcar France acquired Locaroise, one of its French franchisees, in the third quarter of 2016 and consolidated it as of the third quarter. Over 2015, Locaroise recorded equivalent annual revenue of around €17 million. (2) Europcar acquired London-based Brunel, a “ride-hailing” company, on September 7, 2016 and consolidated it as of the 3rd quarter of 2016

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a the implementation of an organization by business unit, thus Other income from vehicle rentals were adversely affected by improving an understanding of the “Vans & Trucks” and the drop in business customers, who are the heaviest users of “low- costs” markets via InterRent®; fuel sales, but without a signifi cant impact on operating profi t given the savings achieved on the gasoline supply costs. a the launch of our AirForce One program designed to improve the customer experience in airports by improving Revenue from the franchisees fell slightly, primarily because management of lines at the counters, vehicle availability, of the reduction in fees invoiced on the French franchisee accelerated rental agreement preparation, on-line check-in, Locaroise that was purchased by Europcar France. etc.; a the launch of new products adapted to different customer (B) FLEET HOLDING COSTS 03 profi les, including FitRent, Selection and Deliver & Collect.; IFRS fl eet holding costs decreased 2.0% at reported exchange and rates and 0.9% at constant exchange rates to €536.3 million a the continuation of our program to sell additional services, in 2016. These fleet holding costs include operated fleet such as the sale of additional protection (insurance products) depreciation charges (vehicles acquired and fi nanced through or specific equipment (winter equipment, infant seats, fi nancing recorded on the balance sheet) and rental payments navigation systems, etc.). under vehicle operating leases, including the financial component in accordance with accounting standards (vehicles The revenue generated by vehicle rentals, which rose 3.1% fi nanced through leases). at constant exchange rates, benefi ted from a 4.9% jump in Number of Rental Days, with 59.9 million rental days in 2016. By defi nition, rental payments under operating leases include This growth was primarily driven by the countries in southern an interest component. As explained below, the accounting Europe, particularly Italy and Spain. The countries in Northern for fl eet fi nancing expenses depends on the type of fi nancing Europe suffered from the terrorist attacks in France and (operating lease or other type of fi nancing). For the sake of Belgium; in the UK, the strong competition in the “business” clarity, the Group consolidates all fl eet fi nancing expenses in segments was reinforced by the wait-and-see period seen its management income statement, analyzing them together before the Brexit vote. as part of Adjusted Corporate EBITDA (see Section 3.1.1.3, “Adjusted Corporate EBITDA”); it excludes these expenses from Revenue in the Business segments declined with a loss in its analysis of fl eet holding costs. Number of Rental Days, particularly in the “Assistance” and “Leasing” segments. The share of the Business segment fell Adjusted for the estimated fi nancing costs of operating leases from 44% in 2015 to 42% in 2016 while, on the other hand, the (totaling €47.5 million in 2016 and €55.2 million in 2015), the “leisure” segment rose from 56% to 58% in 2016. change in fl eet holding costs was attributable to the increase in business activity, continued improvements in the monthly cost Volume in the “Leisure” segments rose sharply thanks to a per vehicle and a slight decrease in the utilization rate: focus on the most profi table activities through a marketing and a human investment. The development of the InterRent® brand adjusted for the estimated financing costs of operating contributed to this growth. leases, fleet holding costs increased 2.4% at constant exchange rates, refl ecting the increase in the level of the At constant exchange rates, rental revenue per day (RPD) fl eet, which increased by 4.1%, thereby boosting revenue; declined 1.7% in 2016. This change in RPD basically refl ects a four phenomena: fl eet holding costs per vehicle improved slightly, with a 1.6% decrease in the average monthly holding cost per fleet a ® a mix effect with signifi cant growth in InterRent volume, unit (at constant exchange rates) to €189.4 per vehicle. which presents a lower facial RPD; This continued improvement resulted from streamlining a a slight fall in RPD in the “leisure” segments, partially related the composition of the vehicle fl eet by category to better to the price cuts needed following the attacks in Brussels align it with the needs of the Group’s customers, improving and Nice which primarily affected France; logistical management of fl eet additions and disposals and harmonizing procedures to track the mileage of vehicles in a a slight increase in the “business” segments thanks the buy-back program; to a positive mix effect resulting from declines in the a “Replacement” segments, with an average RPD lower than in addition, the fleet financial utilization rate improved the other segments; slightly (by 0.4 percentage point) to 76.5%. In light of the very strong increase in the average fl eet level, the Group’s a the extension of the rental period for utility vehicles in line operating excellence and, in particular, the expertise of with the Group’s strategy to limit one- to two-day rentals that the Revenue and Capacity Management Department impact the utilization rate and profi tability. available in every Corporate Country have made it possible to maintain the financial utilization rate at a positive

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level by better matching the composition of the Group’s (E) NETWORK AND HEAD OFFICE OVERHEAD fleet with customer demand, improving management COSTS of customer demand and optimizing fleet distribution. Network and head office overhead costs include costs The purpose of these initiatives is primarily to reduce the time associated with the vehicle-rental stations (including rental fees lag between the date of delivery of new vehicles and the date and network overhead costs), expenses related to the head on which they are fi rst used, the time period between each offi ces of the Company and of Group Corporate Countries rental and the time lag between the last rental and the sale (including rental fees, travel expenses and auditing and or return of the vehicles, as well as to improve the process consulting fees incurred at local and holding-company level), of managing accidents and repairs and, more generally, to as well as related commercial and marketing fees, IT-system- improve the utilization rate of the fl eet operated under the related expenses and telecommunication expenses. low-cost InterRent® brand. The head offi ces in Group Corporate Countries perform certain (C) FLEET OPERATING, RENTAL commercial and operational activities defi ned by the Group in AND REVENUE-RELATED COSTS accordance with local needs, such as management of major customer accounts and sales administration; “Revenue and Fleet operating, rental and revenue-related costs increased Capacity Management” activities; reservations and customer 3.6%, and 6.5% at constant exchange rates, to €753.3 million service; e-commerce and marketing; vehicle purchasing, in 2016, in line with a signifi cant increase in revenue. logistics and maintenance; and support functions such as a Fleet operating costs rose 2.5% at reported exchange rates Finance and Human Resources. and 5.3% at constant exchange rates due to an increase Network and head offi ce overhead costs decreased 1.2% to in damages to our vehicles caused by our customers. This €215.9 million. This reduction in expenditure is the result of the increase was covered by recovery of the deductible charge end of the Group’s sponsorship of the Europcar Cycling Team to customers and by higher sales of additional insurance and effective cost control, in particular of telecommunication products. The insurance cost per day decreased in 2016, expenses. mainly due to better monitoring of claims and better detection of fraud involving damage caused by Europcar customers. Conversely, costs related to rental stations increased in order to support our current and future development, including an a Costs associated with rental increased 2.4% at reported increase in new station openings (+69) for both the Europcar® exchange rates and 5.8% at constant exchange rates despite and InterRent® brands. a more than 5% increase in the Number of Rental Days. This change was related to transportation and vehicle-washing IT expenses also increased sharply, reflecting allocations expenses, a decrease in the price/sale of fuel and an increase to projects designed to digitize our businesses, to improve in the minimum wage in some countries. Customer Experience tools and processes. a Commissions and fees associated with revenue generated (F) DEPRECIATION AND AMORTIZATION by ordinary activities increased 5.6% at reported exchange CHARGES, EXCLUDING THE VEHICLE rates and 7.9% at constant exchange rates. This increase FLEET was primarily attributable to the increase in commissions paid to airport authorities, in particular in Portugal, Spain Excluding the vehicle fleet, depreciation and amortization and Australia, and to fees charged to distribute our “leisure” charges decreased by €0.4 million to €32.3 million in 2016. products via the Internet and through brokers. (G) OTHER INCOME (D) PERSONNEL COSTS Other income and expenses dropped €4.5 million to €9.7 million Personnel costs totaled €339.2 million in 2016, a decrease for the period ending on December 31, 2016. This figure of 2.4% at reported exchange rates and 0.2% at constant primarily includes income from commercial agreements, gains exchange rates. This €0.7 million decrease at constant or losses from the disposal of fi xed assets and other operating exchange rates is primarily due to the failure to meet 2016 income and expenses. targets.

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(H) OTHER NON-RECURRING INCOME The Adjusted Corporate EBITDA has increased by 1.3% (3.2% AND EXPENSES at constant exchange rates), going from €250.6 million in 2015 to €253.9 million in 2016. The margin of the Adjusted In 2016, other non-recurring income and expenses comprised Corporate EBITDA as a percentage of revenue continued to expenses totaling €20.7 million, which mainly included the progress, going from 11.7% in 2015 to 11.8% in 2016. following: In view of the signifi cant revenue growth, margin on variable a €17 million of restructuring costs, including severance costs (1) has increased by €5.7 million at constant exchange expenses for top management and the further transfer rates. The margin on variable costs rate is 42.2%, resulting of back-offi ce activities from the countries to the Shared mainly from the increase in the rental days by 4.9%. This Services Center in Portugal; performance was also made possible by improved management 03 a commissions and fees related to past and future of the usage rate of vehicles, up 76.5% over the 2016 fi scal acquisitions; year, which is higher than 2015 (up 0.4 points) despite a signifi cant increase in the operated fl eet level. a a refund of the business tax from the tax authority; Financial charges related to the fleet (estimated interest a expenses related to various Group Transformation projects related to simple rentals and fi nancial charges related to the (business unit restructuring, CRM tool, etc.). fi nancing of the fl eet on the balance sheet) fell by 9.3% and In 2015, such income and expenses represented a net went from €120.7 million in 2015 to €109.5 million in 2016, expense of €61.8 million, which mainly included the following: despite a 4.1% increase in the average fl eet level above the 2016 fi scal year compared to 2015. This performance was a €24 million of restructuring costs, including severance achieved mainly by the renegotiation of the terms of the SARF expenses related to restructuring of the German network (see Section 3.2 “Cash Flow and Capital of the Group” in this and some local head offi ces; Reference Document). a €11.5 million of commissions and fees related to the initial Despite a diffi cult environment since the beginning of 2016, public offering. The remaining €23.8 million of expenses marked by bombings, fl oods, Brexit, and severe competition, were deducted from the share premiums; the Group has demonstrated the strength and resilience of its a a provision of €45 million based on an estimate of the model. fi nancial risk associated with the case currently pending before the French Competition Authority if the latter should (J) NET FINANCING COSTS decide to impose a fi ne in spite of the grounds for defense raised by the Group. See Note 35 “Risks and Litigation” to The 2016 IFRS net financing costs are a net charge of the Consolidated Financial Statements for the period ending €121.1 million compared to €227.6 million in 2015. In 2016, on December 31, 2016; and this item mainly includes: a a a net reversal of €23.4 million related to the conclusion to the extent of €62.0 million, interest charges relating to of a settlement agreement with Enterprise on April 29, loans intended for fi nancing the fl eet carried on the balance 2015 ending all disputes with that company. See Note 8 sheet, compared to €65.5 million last year, decreasing “Extraordinary Results” to the Consolidated Financial despite the substantial increase in the average fl eet, mainly by Statements for the period ending on December 31, 2016. virtue of the renegotiation of the terms of the SARF in 2016; a to the extent of €32.2 million, interest charges relating to other (I) ADJUSTED CORPORATE EBITDA loans (subordinated notes in the Corporate debt) compared to €56.3 million. This signifi cant decline is connected with Adjusted Corporate EBITDA is equal to the current the restructuring of the Corporate debt occurring at the end operating income before depreciation and amortization of the 1st half of 2015 in the context of the IPO. Between not connected with the vehicle fleet and after deduction June 2015 and June 2016, the Company carried nothing of the interest expense connected with the debt serving more than a Corporate bond amount of €475 million that fleet financing. bore interest at 5.75%, from which the Group reissued

(1) The margin after variable costs corresponds to consolidated total revenues net of ﬂ eet holding costs (excluding estimated interest included in operating lease rents) and costs relating to the operation, rental and proceeds of ﬂ eet activities.

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€125 million in June 2016 to pursue its policy of external (L) SHARE IN INCOME OF COMPANIES growth; refer to the Section “Key Figures and Important ACCOUNTED FOR UNDER THE EQUITY Events of the Fiscal Year”, in “New Bond Issue Maturing in METHOD 2022”; The share in income of companies accounted for using the a to the extent of €7.8 million associated with the current equity method represented a loss of €15.8 million in 2016 amortization of bond transaction costs; and compared to a loss of €12.1 million in 2015, due to the losses generated by Car2go Europe in connection with the phase of a to the extent of €19.1 million of other fi nancial costs mainly the geographic development of its activities and with the losses associated with differences in currency exchange, the cost generated by Ubeeqo, acquired in November 2014. of updating pension obligations and with the cost of setting up the line of fi nancing. (M) NET PROFIT/(LOSS) (K) INCOME TAX BENEFIT/(EXPENSE) The net profi t/(loss) is a profi t of €119.3 million in 2016, against a loss of €55.8 million in 2015. This signifi cant improvement Income taxes decreased €31.0 million, going from €37.6 million was caused in part by improvement in operating performance in 2015 to €6.6 million in 2016. Improving the performance and a signifi cant reduction in fi nancing costs as well as, on the of the Group/Country Subsidiaries resulted in an increase other hand, by the fact that 2015 was a year of transition for in current tax in certain countries; however, the Group has the group and the fact that it included non-current items: costs benefi ted from the positive impacts on deferred tax, particularly of the IPO, restructuring of the fi nancial structure, a net charge taking into account the decline in the corporate tax rate in for certain processes. France from 34.43% to 28.92%.

3.1.2.3 Adjusted Corporate EBITDA and Revenue per Operating Sector In this Section, the revenue of each Country Subsidiary includes the income from franchise activities in the territory thereof.

(A) EUROPE The table below shows (i) the distribution of the revenue generated in Europe by Country Subsidiaries and in other European countries and (ii) the Adjusted Corporate EBITDA generated in Europe for the ﬁ scal years ended December 31, 2016 and 2015:

Year ended December 31, Changes at constant In millions of euros 2016 2015 Changes exchange rates

Total revenue Germany 546.8 544.5 0.4% 0.4% United Kingdom 404.5 465.2 (13.0)% (1.8)% France 365.0 360.8 1.2% 1.2% Italy 241.6 219.5 10.1% 10.1% Spain 242.7 218.0 11.3% 11.3% Portugal 112.5 103.8 8.4% 8.4% Belgium 61.1 62.5 (2.2)% (2.2)% Others European countries (franchises, Brunel) 23.1 17.9 29.0 % 28.4%

TOTAL EUROPE 1,997.2 1,992.2 0.3% 3.0%

ADJUSTED CORPORATE EBITDA (EUROPE) 164.3 191.0 (14.0)% (11.7)%

REVENUE portion as well as negative change in the RPD resulting from a mixed effect connected with the growth in InterRent® revenue, The revenue of the Europe operating segment has improved by lengthening of the duration of rental for commercial vehicles 0.3% (3.0% at constant exchange rates) to reach €1.997 billion. to improve proﬁ tability, and a year characterized by terrorist This performance is the result of progress in the volume of attacks and Brexit. the Number of Rental Days in the InterRent® and “Leisure”

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Germany Portugal The revenue generated by the Group in Germany increased by The revenue generated by the Group in Portugal grew by 0.4% to reach €547 million. This progress is primarily driven €8.7 million, that is, 8.4%, to reach €113 million for the fi scal by the growing Number of Rental Days for the Leisure portion year ended December 31, 2016. This strong growth was and the InterRent® brand. The RPD suffered mainly from the brought about by a significant increase in the Number of presence of increased competition with competitors and from Rental Days, but suffered a declinen RPD due to increased the decline in the number of tourists coming from the United competition this year on the Portuguese market. States Belgium United Kingdom The revenue generated by the Group in Belgium declined 2.2% 03 The revenue generated by the Group in the United Kingdom to reach €61.1 million for the fi scal year ended December 31, fell 1.8% at constant exchange rates, at €405 million for 2016, despite the terrorist attack at the Brussels airport in 2016. This downturn is partly related to the vote on Brexit March. The Number of Rental Days is stable, with a drop in and less business coming from the United States leading to RPD. increased competition in the domestic “Business” and “Leisure” segments. Other European countries (Franchises) The income from franchise activities in the other European France countries (that is, outside of the Country Subsidiaries) increased The revenue generated by the Group in France increased by by €0.4 million, to reach €18 million for the fi scal year ended 1.2% to reach €365 million. Excluding Locaroise (acquired in December 31, 2016. the third quarter of 2016), revenue is stable, refl ecting very good It is noted that the income from franchise activities at the performance considering the impacts of the terrorist attacks in Country Subsidiaries amounted to €14.0 million in 2016 Paris, Brussels, and Nice as well as the very signifi cant fl oods compared to €14.5 million in 2015, with the acquisition of the in the Paris region. French franchise Locaroise in the 3rd quarter of 2016 having Italy offset growth in royalties.

The revenue generated by the Group in Italy grew by Brunel €22.1 million, that is, 10.1%, to reach €242 million for the fi scal Brunel, acquired in September 2016, a “ride hailing” company year ended December 31, 2016. This growth was brought based in London, contributed to the extent of €4.8 million. This about by the increase in the Number of Rental Days recorded company is a leader in personal driving services available on in “Leisure”, both direct and indirect. The growth in InterRent® a mobile application. It targets mainly business customers in and in commercial vehicles was particularly strong in 2016. the varied industries, particularly investment banks, law offi ces, This growth in revenue with a stable costs structure enabled consulting fi rms, and fi nancial institutions. Italy to greatly increase its profi tability. ADJUSTED CORPORATE EBITDA Spain In 2016, the Group’s Adjusted Corporate EBITDA in Europe The revenue generated by the Group in Spain grew by declined by close to €27 million (-14% and -11.7% at constant €24.7 million, that is, 11.3%, to reach €243 million for the fi scal exchange rates). Countries in Northern Europe have suffered year ended December 31, 2016. This growth was supported by while those in the south have seen their profi tability improve, a strong increase in the number of days in the three segments, sometimes strongly. The margin of Adjusted Corporate EBITDA ® those being direct and indirect “Leisure” as well as InterRent . of the Group in Europe has declined by 1.4 points to 8.2%. The RPD has declined mainly because of the mechanical effect connected with InterRent®. Profi tability increased thanks to higher revenue and good cost control.

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(B) REST OF WORLD The following table shows the revenue and Adjusted Corporate EBITDA generated in the Rest of World for the ﬁ scal years ended December 31, 2016 and 2015:

Year ended December 31, Changes at constant In millions of euros 2016 2015 Changes exchange rates

Total revenue Australia and New-Zealand 141.7 137.3 3.2% 3.9% Others countries from the rest of the world (franchises) 17.8 18.8 (5.5)% (5.5)%

TOTAL REST OF THE WORLD 159.4 156.1 2.1% 2.8%

ADJUSTED CORPORATE EBITDA 33.9 32.1 5.8% 6.1%

REVENUE year ended December 31, 2016. The declines in revenue in Russia and Greece penalized overall performance. Australia and New Zealand The revenue generated by the Group in Australia and New ADJUSTED CORPORATE EBITDA Zealand grew by 3.2% and 3.9% at constant exchange rates, The Group’s Adjusted Corporate EBITDA in Rest of World to reach €142 million for the fi scal year ended December 31, rose by 5.8% and 6.1% at constant exchange rates, to reach 2016. This growth was brought about by the increase in the €33.9 million for the fi scal year ended December 31, 2016. Number of Rental Days in the Brokers segment as well as by The margin of Adjusted Corporate EBITDA rose 0.7 points RPD. to 21.3%. This improvement in Adjusted Corporate EBITDA Other Rest of World countries (Franchises) margins was brought about by the signifi cant growth in revenue in Australia and New Zealand. The income from franchise activities in other Rest of World countries declined by 5.5%, reaching €17.8 million for the fi scal

(C) ELIMINATION AND HOLDINGS The following table shows the revenue from the Elimination and Holdings segment and the Adjusted Corporate EBITDA corresponding to the ﬁ scal years ended December 31, 2016 and 2015:

Year ended December 31,

In millions of euros 2016 2015 Changes

TOTAL REVENUE (5.9) (6.3) (6.9)%

ADJUSTED CORPORATE EBITDA 55.6 27.6 101.7%

REVENUE ADJUSTED CORPORATE EBITDA Between 2015 and 2016, revenue represented by Elimination The Adjusted Corporate EBITDA of Elimination and Holdings and Holdings improved by €0.4 million, to reach €(5.9) million increased by €28 million, to reach €55.6 million for the fi scal for the fi scal year ended December 31, 2016. This development year ended December 31, 2016. Three factors explain this resulted mainly from the change in the elimination of intra-group performance: fees billed for revenue generated by the countries in 2016. a lower payroll costs deriving from the failure to reach the 2016 annual targets; a lower marketing costs connected with the termination of the Team Europcar cycling sponsorship; a lower interest charges related to the fi nancing of the fl eet.

118 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

3.1.2.4 Breakdown of 2016 revenue (B) VANS & TRUCKS by Business Unit The revenue of the Vans & Trucks BU remains at the level of In millions of euros last year. The revenue volumes are mainly in the countries of Northern Europe. Their performance has been driven by more 1 809 5 rental days, but a drop in RPD, this the result of pressure on BU Cars BU New Mobility prices and an increase in average rental duration. Italy and 211 45 Spain are growing strongly but represent small business BU Vans BU International volumes. & Trucks Coverage 81 (C) LOW-COST 03 BU Low Cost This activity is continuing growth of about 70%. The Southern European Countries, the main markets, grew greatly between 2015 and 2016. This growth generated by the volume of rental days did not take place to the detriment of RPD.

(D) NEW MOBILITY (A) CARS The acquisition of the company Brunel in 2016 enabled the The revenue of the Cars BU is indeed our core business, revenue in this BU to soar. weighted at 84% of overall revenue. There was positive growth between 2016 and 2015, mainly in the countries of Southern (E) INTERNATIONAL COVERAGE Europe. Revenue is down slightly this year, mainly because of poor performance in Greece, Russia, and Israel.

3.2 THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

3.2.1 General ov erview

The IPO on June 29, 2015 made it possible for Europcar Groupe In the fi rst half of 2015 in the context of its initial public offering, to reshape its capital structure and improve its corporate Europcar also set up its new Senior Revolving Credit Facility credit profi le. Thanks to the implementation of its Fast Lane (RCF). Signed on May 12, 2015, it entered into effect on May 28, transformation plan, Europcar strengthened its business model 2015. The proceeds were used to repay the Existing Senior leading to a strong improvement in its fi nancial performance Revolving Credit Facility (€300 million as of December 31, and credit profi le. 2014). The new €350 million Senior Revolving Credit Facility expires in May 2020 and bears interest at Euribor +250 bps (2). In 2015, Europcar redeemed all its 11.5% senior subordinated The Group also took advantage of the IPO to renegotiate its notes due 2017 for €324 million and its 2018 9.375% Senior asset Revolving Facility (“²”) (3). The amendments signed subordinated notes for €400 million (including payment of on May 12, 2015, entered into effect on June 17, 2015. The redemption premiums totaling €56 million) with a portion of amount of Senior FCT Notes that may be issued by the FCT the proceeds from the €475 million capital increase from the Issuer under the SARF, which is the fl eet fi nancing line on the initial public offering (€441 million in net proceeds) and the balance sheet, was increased from €1.0 billion to €1.1 billion proceeds of the €475 million issue of 5.75% notes due 2022 to support operating growth, and the maturity of the SARF was completed on June 10, 2015 (1). extended by 2 years to 2019. The interest rate on the Senior

(1) Issue price of 99.289%. (2) For a leverage ratio below 2x and Euribor +275bps for leverage above 2x. (3) This ﬂ eet ﬁ nancing facility has been given an A rating by S&P.

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FCT Notes (before the amortization period) was decreased upgraded the corporate rating (stable outlook) by 2 notches to from Euribor+220bps to Euribor+170bps. In addition, swap B1 from B3 (positive watch). S&P has assigned a B+ corporate instruments covering the SARF structure were extended to rating (stable outlook) from B (positive watch). In 2016 the 2019. two rating agencies confi rmed that these ratings would be maintained. In 2016, Europcar continued to work on securing and optimizing its main sources of funding. In June 2016, the Group issued a new tranche of €125 million in senior notes fungible with the 3.2.1.1 Financial Resources outstanding senior notes due 2022, increasing the total amount of the issuance to €600 million. Reducing the conditions to The Group’s principal fi nancing needs include fl eet fi nancing, 4.5140% yield to worst, or 4.8790% yield tomaturity, is refl ects working capital requirements, capital investment, interest the Group’s improved credit profi le and investor appetite for the payments and loan repayment. The Group may also need company’s prospects. The issue proceeds of €131 million will fi nancing for acquisitions. allow the Group to fi nance its acquisitions program. In 2016, The Group’s principal regular sources of liquidity are its operating Europcar also fi nalized a transaction to renegotiate and optimize cash fl ows as well as its fi nancing, a substantial portion of which its Senior asset Revolving Facility (SARF). On September 14, is dedicated to and secured by the fl eet and is recognized 2016, the Group signed amendments (i) to increase the amount on the balance sheet. The Group’s ability to generate cash of the facility from €200 million to €1.3 billion to meet the fl ow from its operating activities in the future will depend on its additional fi nancing needs resulting from the Group’s increased future operating performance, which Chapter 2 “Risk factors” activity, (ii) to improve the margin by 20 basis points, or Euribor depends to a certain extent on external factors including the +150bps, and (iii) to extend the fi nal maturity from July 2019 risk factors described in Chapter 2 “Risk factors”. The Group to July 2020. In addition, interest rate hedging instruments also has cash and cash equivalents to fi nance its ongoing were restructured with improved fi nancial positions and were business requirements. In addition, the Group holds cash and increased by €200 million to €1.2 billion. In 2016, Europcar also cash equivalents that are considered “restricted cash” when it worked steadily to optimize and reduce the margins on its other is (i) used to cover future settlement of insurance claims or (ii) is sources of fl eet fi nancing, particularly in the UK. not immediately available to fi nance the activity of subsidiaries. The completion of these transactions brings signifi cant benefi ts This includes, in particular, cash that is held within certain to the Group, including: special purpose entities set up for vehicle rental activities. a a signifi cant reduction in its interest expense; In 2016, the Group’s primary sources of fi nancing were as follows: a an extension of the maturities on most of its indebtedness; a cash generated from operating activities, which totaled a securing its main sources of fl eet fi nancing essential for its €99.5 million in 2016 compared with €10.9 million in 2015. activity; This significant increase reflects the Group’s improved a the establishment of a simpler and more fl exible long-term performance and profi tability, as well as better working capital capital structure; and management, particularly for the vehicle fl eet recorded on the balance sheet (a negative change of €20.6 million in 2016, a the extension of and increase in the hedging of its exposure compared with €232.8 million in 2015); to interest rate fl uctuations. a available cash. Cash and cash equivalents totaled Since the initial public offering, the Group has considerably €154.6 million as of December 31, 2016 (compared with reduced its corporate debt leverage (1), which stood at 0.9x as €146.1 million as of December 31, 2015). The Group also of the year ended December 31, 2016 compared with 0.9x as has restricted cash (defi ned as cash used to cover the future of the year ended December 31, 2015 and 2.7x as of the year settlement of insurance claims or cash that is not immediately ended December 31, 2014. available to fi nance the activity of subsidiaries) which totaled As a result of the deleveraging and the improved profi tability €105.2 million as of December 31, 2016 (compared with of the Company in recent years, the rating agencies Moody’s €97.4 million as of December 31, 2015); and S&P revised the Group’s ratings in July 2015. Moody’s

(1) Corporate net debt/Adjusted corporate EBITDA.

120 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

a indebtedness. As of December 31, 2016, the total 3.2.1.2 Debt amount of the Group’s consolidated gross indebtedness was €2,144 million (compared with €2,065 million as of As of December 31, 2016, the total amount of the Group’s December 31, 2015). The Group believes that €1,734 million consolidated corporate net debt was €220 million compared relates to fl eet fi nancing (versus €1,659 million at the end with €235 million as of December 31, 2015. of 2015). In this respect, this debt is essentially secured or On the same date, the total Fleet Net Debt, which is backed backed by assets, primarily vehicles. In addition, to fi nance its by assets, amounted to €3,045 million compared with fl eet, the Group also uses operating leases, the outstanding €2,821 million as of December 31, 2015. From this amount, (1) amount of which totaled €1,461 million at December 31, €1,584 million is recognized on the balance sheet with the 2016 (compared with €1,323 million at December 31, 2015). balance of €1,461 million corresponding to operating leases. 03 In accordance with IFRS, this amount is not recorded on the The estimated debt related to vehicles fi nanced under operating balance sheet. See Section 3.2.3 “Description of financing at leases corresponds to the net carrying value of the applicable December 31, 2016” of this Reference Document for a more vehicles calculated on the basis of their purchase price and detailed description of the Group’s fi nancing. depreciation rates (on the basis of the contracts signed with The Group believes that its financing needs for its daily automakers). In accordance with IFRS, this amount is not operations in 2017 will consist primarily of its working capital recorded on the balance sheet. In addition, the loan-to-value requirements, interest expense and repayment of its loans. ratio (LTV) as of December 31, 2016 was 88.3% (2) (compared with 94% as of December 31, 2015).

(1) The estimated outstanding value related to the vehicles fi nanced through operating leases corresponds to the carrying amount of the vehicles in question. This amount is calculated from the purchase prices and depreciation rates of the corresponding vehicles (based on contracts signed with the manufacturers). (2) Corresponds to the net debt of Securitifl eet Holding, Securitifl eet companies and EC Finance plc (total of €986.3 million at the testing date) divided by the total value of the net assets on the balance sheets of these companies (€1,117.4 million as of December 31, 2016).

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The table below presents a breakdown of Corporate Net Debt and Total Net Debt (including the estimated outstanding value of the ﬂ eet ﬁ nanced through operating leases).

At December 31

In millions of euros 2016 2015

2022 Senior Unsecured 5.75% Notes 600 475 Senior Revolving Credit Facility 13 81 FCT Junior notes (1), accrued interest, capitalized costs of fi nancing agreements and other costs (2) (3) (203) (150) CORPORATE GROSS DEBT RECOGNIZED ON BALANCE SHEET (A) 410 406 Short-term investments (4) Cash held by operating and holding entities and short-term investments (4) (189) (171) CORPORATE NET DEBT RECOGNIZED ON BALANCE SHEET (B) 220 235 2021 Senior Secured 5.125% Notes 350 350 Senior asset Revolving Facility 693 658 FCT Junior notes (1), capitalized costs of fi nancing agreements and other 200 142 Fleet fi nancing in the UK and Australia and other fl eet fi nancing facilities 491 509 FLEET GROSS DEBT RECOGNIZED ON BALANCE SHEET (C) 1,734 1,659 Investissements de court terme de la fl otte Cash held by fl eet-owning entities and short-term fl eet investments (150) (161) FLEET NET DEBT RECOGNIZED ON BALANCE SHEET (D) 1,584 1,498 Gross debt recognized on balance sheet (A)+(C) 2,144 2,065 Net debt recognized on balance (B)+(D) 1,804 1,733 ESTIMATED DEBT EQUIVALENT RELATED TO VEHICLES FINANCED UNDER OPERATING LEASES, OFF-BALANCE SHEET (5) (E) 1,461 1,323 TOTAL NET FLEET DEBT INCLUDING FLEET-RELATED OFF-BALANCE SHEET COMMITMENTS (D)+(E) 3,045 2,821

TOTAL NET DEBT INCLUDING FLEET-RELATED OFF-BALANCE SHEET COMMITMENTS (B)+(D)+(E) 3,265 3,057

(1) The proceeds from the FCT Junior Notes subscribed by Europcar International S.A.S. (“ECI”) provide the overall credit enhancement and, where applicable, additional liquidity. The FCT Junior Notes are used only to fi nance the fl eet debt requirement. FCT Junior Notes are subscribed by ECI using available cash or draws on the Senior Revolving Credit Facility. (2) For countries where fl eet costs are not fi nanced through special purpose entities (i.e. Securitifl eet entities), the cash used to fi nance the fl eet, which could have been fi nanced by fl eet debt, is restated from the net fl eet debt with a de-risk ratio. (3) Including accrued interest not due on fi nancial assets (Euroguard). (4 ) Includes the Group’s insurance program (see Section 2.6 “Insurance and Risk Management”). (5 ) The estimated outstanding amount related to the fl eet fi nanced through operating leases corresponds to the carrying amount of the vehicles in question. This amount is calculated from the purchase prices and depreciation rates of the corresponding vehicles (based on contracts signed with the manufacturers). The Company’s fi nancial management verifi es the consistency of the external information transmitted to it.

3.2.2 Analysis of cash ﬂ ows

3.2.2.1 Analysis of management cash fl ows account (i) disbursements in connection with debt refi nancing, (ii) fi nancial costs which, due to their exceptional nature, are not The Group believes that corporate free cash fl ow is a useful representative of the trends in the Group’s results, (iii) fi nancial indicator because it measures the Group’s liquidity based investments, and (iv) cash fl ows in related to the fl eet, analyzed on its ordinary activities, including net financing costs on separately, because the Group makes its acquisitions through borrowings dedicated to fl eet fi nancing, without taking into asset-backed fi nancing.

122 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

The table below shows the calculation of corporate free cash differs from the IFRS statement of cash fl ows primarily due to fl ows, as well as the grouping of certain items deemed signifi cant the analytic grouping carried out and the items that do not in analyzing the Group’s cash fl ow, including cash fl ow relating affect cash fl ow, which vary based on the fi nancial indicator to changes in the rental vehicle fleet, in fleet-related trade used as the starting point (in this case, Adjusted Corporate receivables and trade payables, and in fl eet-related fi nancing EBITDA, as presented below, compared with pretax profi t in and other facilities fi nancing working capital requirements that the IFRS statement of cash fl ows). are principally used for fl eet-related needs. This presentation

MANAGEMENT CASH FLOWS 03 In millions of euros December 2016 December 2015

Adjusted Corporate EBITDA 254 251 Other non-recurring income and expenses (28) (73) Acquisitions of intangible assets and property, plant and equipment, net of disposals (31) (24) Changes in provisions and in non-fl eet working capital requirement (15) (28) Income tax paid (23) (40) Corporate Free Cash Flow 157 86 Net interest paid on high-yield borrowings (31) (65) Cash fl ow after payment of high-yield interest 126 21 Change in vehicle fl eet, working capital requirements, fl eet fi nancing and working capital facility (153) (87) Acquisitions and proceeds from disposal of fi nancial assets (27) (8) Acquisitions of subsidiaries, net of cash acquired and other investment transactions (46) (24) Increase in share capital -448 (Purchases)/Sales of treasury shares (5) - High-yield Note 130 (308) Payment of fi nancing and other costs (6) (20) Increase/(decrease) in cash and cash equivalents before effect of foreign exchange differences 19 22 Cash and cash equivalents at beginning of period 229 206 Effect of foreign exchange differences 01

CASH AND CASH EQUIVALENTS AT END OF PERIOD 248 229

CORPORATE FREE CASH FLOW a investments in property, plant and equipment and intangible assets, net of the net value of disposals, which totaled Corporate free cash fl ow is defi ned as free cash fl ow before the €31 million, consisted primarily of IT developments designed impacts of the vehicle fl eet and acquisitions of subsidiaries. Free to improve customer experience for €14.4 million and the cash fl ow was refl ected in the €157 million in cash generated purchase of computer equipment for €5 million; in 2016 (compared with €86 million in 2015), also affected by non-recurring items: a changes in provisions and non-fleet working capital represented a cash outfl ow of €15 million in 2016, compared a adjusted Corporate EBITDA increased by €3 million, with €28 million in 2015; from €251 million in 2015 to €254 million in 2016. In an international climate troubled by the terrorist attacks in Paris, a income tax paid in 2016 represented a cash outflow of Nice and Brussels, this increase refl ects the solid operational €23 million in 2016 compared with €40 million in 2015, i.e. leverage, continued efforts to optimize cost structure and a reduction of €17 million including instalments disbursed improvement in fl eet utilization rate; in France and Spain over 2015, as well as adjustments for previous years and the settlement of disputes in the UK in a in 2016, other non-recurring income and expenses primarily 2015. include reorganization costs of €(18) million and consulting fees linked to external growth transactions;

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OTHER COMPONENTS OF CASH FLOW Disbursements relating to acquisitions of subsidiaries net of cash acquired totaled €46 million in 2016, compared with The decrease in net interest paid on high-yield borrowings €24 million in 2015. In 2016, they largely refl ected the Group’s results from the refi nancing of corporate bonds in June 2015 investments in new mobility solutions, including investment as part of the Group’s initial public offering. in the Car2go capital increase (€6.3 million), the acquisition The change in the fleet recorded on the balance sheet, fleet of Brunel in the UK (€6.3 million), the minority stake taken in receivables and payables, fleet finance and working capital Wanderio (€1.1 million), the purchase of an additional 19% facility covers the following items: stake in our subsidiary E-Car (€0.8 million), as well as the acquisition of franchisees (Locaroise in France for €8.3 million a fi rst, fl eet-related impacts. Given the asset-backed fi nancing, and Europcar Ireland for €23.6 million). the net impact of the various components (change in the fl eet, in working capital and in fl eet fi nancing) is primarily the result In 2016 the Group issued a new senior note due 2022 for of temporary lags between (i) the delivery of a vehicle and €125 million at an issue price of 99.289%, bearing a coupon payment for this delivery, and (ii) the possibility of securitizing of 5.75%. these vehicles and, therefore, their fi nancing. Changes from Finally, disbursements relating to transaction costs totaled one year to the next may thus be signifi cant; and €6 million in 2016, compared with €20 million in 2015, as a a second, changes in credit facilities. result of the refi nancing carried out during the two years. In 2016, the net impact represented a cash outflow of €153 million, compared with a cash outfl ow of €87 million in 3.2.2.2 Analysis of cash fl ows according 2015. The change is mainly due to a decrease in cash infl ows to IFRS from credit facilities linked to the fl eet. The Group’s principal cash flow drivers are its operating Disbursements relating to acquisitions and proceeds from performance as refl ected in its operating profi t before changes the disposal of financial assets totaled €27 million in 2016, in working capital, cash related to financing transactions, compared with €8 million in 2015. They essentially reflect interest on its corporate debt, cash fl ow relating to acquisitions acquisitions of fi nancial assets made by the captive insurer and disposals of the fl eet, and cash from (used by) investing Euroguard, fi nancing made to our equity subsidiary Ubeeqo activities. for €11.6 million, and the acquisition of the Irish franchise at the end of December 2016 for €22.4 million.

IFRS

In millions of euros December 2016 December 2015

Net cash generated from (used by) operations (7.2) (166.1) Net cash generated from (used by) investing activities (104.1) (55.2) Net cash generated from (used by) ﬁ nancing activities 130.6 243.3

NET CASH GENERATED FROM (USED BY) FINANCING ACTIVITIES 19.3 22

124 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

(A) NET CASH GENERATED FROM (USED BY) OPERATIONS The table below summarizes the net cash ﬂ ows generated by the Group’s operations for the years ended December 31, 2016 and 2015.

IFRS

In millions of euros December 2016 December 2015

Operating income before changes in working capital 257.1 266.2 Change in the vehicle fl eet recorded on the balance sheet and fl eet working capital (146.8) (198.0) Changes in non-fl eet working capital 4.0 (57.3) 03 Cash generated from operations 114.3 10.9 Income taxes received/(paid) (22.7) (39.7) Net interest paid (98.8) (137.3)

NET CASH GENERATED FROM (USED BY) OPERATIONS (7.2) (166.1)

CASH GENERATED FROM OPERATIONS demand for more cash, although the improvement in working capital, both in terms of trade receivables and trade payables, Cash generated from operations represented a cash infl ow has had a positive impact on the net requirement. of €114.3 million in 2016, compared with a cash inflow of €10.9 million in 2015. Although operating profi t before changes INCOME TAX RECEIVED/(PAID) in working capital generated less cash this year, despite a higher net profi t, changes in fl eet and non-fl eet working capital Income tax paid in 2016 represented a cash outflow of more than offset this decline. €22.7 million in 2016, compared with €39.7 million in 2015, i.e. a reduction of €17 million including instalments disbursed Cash outfl ow from changes in the vehicle fl eet and in fl eet in France and Spain over 2015, as well as adjustments for working capital totaled €146.8 million in 2016, compared with previous years and the settlement of disputes in the UK in 2015. €198.0 million in 2015. The change is due to the different mix of buy-back vehicles recorded on the balance sheet, generating NET INTEREST PAID payables and receivables, and leasing vehicles that do not The decrease in net interest paid, which fell from €137.3 million appear in the balance sheet. in 2015 to €98.8 million in 2016, is due to the corporate bond Changes in non-fl eet working capital represented a cash infl ow refi nancing carried out in connection with the IPO in June 2015. of €4.0 million in 2016. The increased activity has generated

(B) NET CASH USED BY INVESTING ACTIVITIES The Group’s net cash used by investing activities for the years ended December 31, 2016 and 2015 are analyzed below:

IFRS

In millions of euros December 2016 December 2015

Acquisition of intangible assets and property, plant and equipment (36.9) (29.2) Proceeds from disposal of intangible assets and property, plant and equipment 6.1 5.4 Acquisitions and proceeds from disposal of ﬁ nancial assets (27.5) (7.5) Acquisition of subsidiaries, net of cash acquired (45.8) (23.9)

NET CASH USED BY INVESTING ACTIVITIES (104.1) (55.2)

Net cash used by investing activities represented a cash outﬂ ow €31 million, principally reflect IT developments primarily of €104.1 million in 2016 compared with €55.2 million in 2015. designed to improve the customer experience for €14.4 million and the purchase of computer equipment for €5 million. Investments in property, plant and equipment and intangible assets, net of the net value of disposals, which totaled

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Disbursements relating to acquisitions and proceeds from €24 million in 2015. In 2016, these essentially corresponded the disposal of financial assets totaled €28 million in 2016, to the Group’s investments in new mobility solutions, compared with €8 million in 2015. These essentially correspond including to the investment in the Car2go capital increase to acquisitions of ﬁ nancial assets made by the captive insurer (€6.3 million), the acquisition of Brunel in the UK (€6.3 million), Euroguard, the financing granted to our equity subsidiary the minority stake taken in Wanderio (€1.1 million), and the Ubeeqo for €11.6 million, and the Irish franchisee acquired in purchase of the additional 19% stake in our subsidiary December 2016 for €22.4 million. E-Car (€0.8 million), as well as the acquisition of franchisees (Locaroise in France for €8.3 million and Europcar Ireland Disbursements relating to acquisitions of subsidiaries net of for €23.6 million). cash acquired totaled €46 million in 2016, compared with

(C) NET CASH GENERATED FROM (USED BY) FINANCING ACTIVITIES The table below summarizes the Group’s net cash generated from (used by) ﬁ nancing activities for the years ended December 31, 2016 and 2015.

IFRS

In millions of euros December 2016 December 2015

Capital increase (net of related expenses) - 448.2 (Purchases)/Sales of treasury shares (4.8) - Notes issued 130.6 471.6 Bond redemption - (780.0) Change in other borrowings 11.3 123.3 Payment of transaction costs (6.5) (19.8)

NET CASH GENERATED FROM (USED BY) FINANCING ACTIVITIES 130.6 243.3

Net cash generated from fi nancing activities represented a cash refi nancing had a signifi cant impact in 2015, while receipts in infl ow of €130.6 million in 2016, compared with a cash infl ow 2016 were primarily due to the issue of the new €125 million of €243.3 million in 2015. The Group’s initial public offering and senior note due 2022.

3.2.3 D escription of ﬁ nancing as of December 31, 2016

The Group uses various fi nancing arrangements to fund the New Zealand. The primarily items composed the Group’s acquisition of its fl eet and other general, non-fl eet fi nancing fi nancial liabilities are described below, with a description of the needs. The Group’s corporate debt (i.e. the debt that is not corporate debt followed by a description of the fl eet fi nancing intended to fi nance the fl eet) is currently composed primarily arrangements. of senior subordinated notes and the Senior Revolving Credit The Group’s main lenders are Crédit Agricole Corporate and Facility (RCF). The Group’s fl eet fi nancing consists primarily Investment Bank, Deutsche Bank AG, London Branch, BNP of the Senior asset Revolving Facility (the “SARF”) and the Paribas, RBS, Lloyds, HSBC, Crédit Industriel et Commercial, related securitization, senior secured notes, operating leases Société Générale and some of their affi liates. and facilities intended to fi nance the fl eet in UK, Australia and

126 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

The following table presents a summary of the Group’s ﬁ nancial debt (on-balance sheet and the estimated debt equivalent for vehicles ﬁ nanced using operating leases) as of December 31, 2016.

Amount at Corporate December 31, 2016 On- or off- Debt or Interest Financing balance Security Interests Fleet Non- rate before (in millions of euros) sheet or Asset-backed Financing Recurring recurring reﬁ nancing Maturity

2022 Outstanding Senior On balance Yes (Pledge on ECI Corporate - 600.0 5.75% 2022 Subordinated Notes sheet shares held by Europcar Groupe S.A.) (Guaranteed by 03 certain subsidiaries) Senior Revolving Credit On balance Yes (pledge of Corporate 13.0 Euribor plus a margin 2020 Facility (RCF) sheet certain assets) and that varies on the basis Fleet of a leverage ratio (2.50% at the date of this document) Inc: dedicated to fi nancing On balance - Fleet 13 - 2020 of the FCT Junior Notes (1) sheet Capitalized costs of - - Corporate (7.8) (17.4) - - fi nancing agreements and Fleet Accrued interest - - Corporate 10.8 - - - and Fleet SARF/FCT Senior Notes On balance Yes (Securitifl eet Fleet 693 Euribor plus a margin 2020 sheet security interests) of 1.50% that varies on the basis of the fi nancing by FCT Junior or Senior Notes and certain events (2.20% in case of certain breaches) EC Finance Notes On balance Yes (Securitifl eet Fleet - 350.0 5.125% 2021 sheet security interests) UK fl eet fi nancing On balance Yes Fleet 328 - Primarily LIBOR Dates vary sheet +1.80% depending on lines Fleet fi nancing in Australia On balance Yes Fleet 96.8 - Various conditions Renewed and New Zealand sheet depending on annually the lenders Fleet fi nancing in Portugal On balance Fleet 33.6 - Various conditions Renewed sheet depending on annually the lenders Other debt On balance Fleet 45.7 20.6 - sheet Bank overdrafts On balance Corporate 11.3 - Eonia +0.75% - sheet and Fleet

TOTAL GROSS DEBT 1,224.4 953.2 RECOGNIZED ON BALANCE SHEET Estimated outstanding Off balance - Fleet 1,460.5 - - Essentially value of the ﬂ eet ﬁ nanced sheet renewed through operating leases (2) annually

(1) FCT Junior Notes are issued by the FCT and subscribed by ECI, which fi nances them through the Group’s cash and RCF draws. These notes fi nance the portion not fi nanced by the SARF and the EC Finance Notes. (2) The estimated outstanding value of the fl eet fi nanced through operating leases represents the carrying amount of the vehicles in question and is calculated on the basis of the purchase prices and depreciation rates of the corresponding vehicles (based on contracts signed with the manufacturers).

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The following graph presents the Group’s ﬁ nancial debt as of December 31, 2016.

EUR 350 m - 5.125% EUR 600 m - 5.75% Outstanding Subordinated EC Finance Notes Due 2021 Eurazeo Group Notes Due 2022 (c) and other Equity EC Finance Trustee Investors

ECI Guarantee 100% EUR 350 m - Senior EUR 1.3 bn - SARF (b) Revolving Credit Facility (a) 100% EURIBOR +150bp EURIBOR +250bp Guarantee Europcar Groupe S.A. (France) EUR 20 m overdraft CIC EONIA +75bp EC Finance PLC ECI Subordinated Loan

100% The Securitifleet On-Loan Agreements Europcar Holding Europcar International S.A.S. (France) FCT (securitization S.A.S.U. 100% mutual fund) FCT Junior (ECI – France) Notes ECI Performance Guarantee Master Operating Lease 8% 6HFXULWLÁHHW)UDQFH Europcar France 6HFXULWLÁHHW+ROGLQJ 100% Share Trustee I 6HFXULWLÁHHW Master Operating Lease Holding S.A. 92% 6HFXULWLÁHHW,WDO\ 6% Europcar Italy 94% Securitifleet Advances Master Operating Lease 5% 6HFXULWLÁHHW Germany 5% Europcar Germany 6HFXULWLÁHHW+ROGLQJ 6HFXULWLÁHHW 90% Master Operating Lease Share Trustee II Holding 100% Bis S.A.S. 5% 6HFXULWLÁHHW6SDLQ Europcar Spain 95%

Ownership Securitization entities GBP 455 m UK Asset Financing Facilities Funds Flow consolidated in the Group's consolidated LIBOR GBP 1M + 180bp Operating companies Contractual relationship financial statements (Portugal, Belgium, AUD 341 m Australia Russia, Australia) Asset Financing Facilities Note: Percentages have been rounded (Australia)

In reviewing liquidity, the Group uses Corporate free cash ﬂ ow as a metric.

Rating The agency also upgraded the issue rating on Europcar Groupe’s €350 million revolving credit facility (RCF) from B+ to BB- following the initial public offering. This rating was upgraded STANDARD & POOR’S again on January 29, 2016 to BB. The agency confi rmed the On July 8, 2015, following the initial public offering, the rating rating on July 5, 2016. agency Standard & Poor’s raised its long-term corporate credit The agency also upgraded the issue rating on EC Finance’s rating on Europcar Groupe and its wholly owned fi nancing €350 million senior secured notes due 2021, intended to subsidiary Europcar International from B to B+ with stable fi nance the fl eet, from B to B+ following the initial public offering. outlook. The agency confi rmed the B+ rating and stable outlook The agency confi rmed the rating on July 5, 2016. in its publication of July 5, 2016.

(a) The Existing Renewable Senior Credit Facility was repaid on May 28, 2015 with the new €350 million Renewable Senior Credit Facility (“RCF”). 2.50% margin if the leverage ratio (as deﬁ ned under the terms of the RCF) is less than 2.0: 1.0 or 2.75% if greater than 2.0: 1.0. (b) Amendments to the SARF were signed on September 14, 2016. These amendments, inter alia, increased the amount of FCT Senior Notes that can be issued by the FCT under the SARF from €1.1 billion to €1.3 billion. They also reduced the margin on FCT Senior Notes from 1.7% to 1.5% (before amortization) and extended the maturity to 2020. (c) The notes were issued on June 10, 2015 for a principal amount of €475 million. The proceeds from this issue were used to redeem the 2018 Outstanding Senior Subordinated Notes. New similar notes were issued on June 2, 2016 for €125 million, bringing the principal of these notes to €600 million.

128 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

The agency also upgraded the issue rating on the €475 million On June 2, 2016, the Group announced the successful senior notes due 2022 from CCC+ to B- following the initial issue of a new €125 million tranche of senior secured notes, public offering. This rating was maintained and conﬁ rmed bringing the total amount of the issue to €600 million. The by the agency after the additional €125 million tranche was issue proceeds of €131 million were used to finance the issued, bringing the total amount of the 2022 senior notes Group’s acquisition program and to cover its general funding to €600 million. requirements.

In addition, in the context of the implementation of the new SECURITY AND GUARANTEES OF THE NOTES Standard & Poor’s methodology for sovereign risk ratings within the SARF, on February 24, 2017 the agency confi rmed The Notes are secured by a second-priority security interest that the SARF, which is intended for fleet financing, had on ECI shares held by the Company subordinated to the fi rst- 03 retained its A rating. priority security interest on ECI shares held by the Company from which lenders under the RCF benefi t.

MOODY’S RANKING OF THE NOTES On July 7, following the initial public offering, Moody’s The Notes are: Investors Service upgraded Europcar Groupe’s corporate a family rating (CFR) from B3 to B1. The agency confi rmed equal in right of payment to all existing and future this rating and the stable outlook on December 13, 2016. indebtedness that is not subordinated in right of payment to the Notes (including indebtedness under the Senior Following the initial public offering, Moody’s also changed Revolving Credit Facility); the rating on the 2022 senior notes for an initial amount a of €475 million, transferred to the company by Europcar secured by a second-priority security interest on ECI shares Notes Limited on completion of the initial public offering. ranking junior to the fi rst-priority security interest on such Moody’s changed the provisional rating (P) B3 to a defi nitive shares in favor of the lenders under the RCF; rating B3, and upgraded the rating on the €350 million 2021 a subordinated to the indebtedness of the Company that Senior Secured Notes from B3 to B2. These notes were all is secured by property and assets that do not secure the confi rmed by Moody’s on December 13, 2016, with a stable Notes (including indebtedness under the RCF and the outlook. SARF) to the extent of the value of the assets securing such indebtedness; 3.2.3.1 Corporate Debt a effectively subordinated to all existing and future indebtedness and other liabilities (including trade payables) (A) SENIOR NOTES of each Company subsidiary that is not a guarantor of the Notes (including indebtedness under the RCF and the Within the framework of the Refi nancing, on June 10, 2015, SARF); and Europcar Notes Limited, a limited liability special-purpose a with a higher rank senior in right of payment to all existing vehicle under Irish law (the “Note Issuer”), issued senior and future indebtedness of the Company that is expressly notes for an amount of €475 million bearing interest at an subordinated in right of payment to the Notes. annual rate of 5.75% repayable in June 2022 (the “Notes”) under the terms of a bond issue agreement (indenture) dated OPTIONAL REDEMPTION OF THE NOTES June 10, 2015 between the Note Issuer, as issuer, and The Bank of New York Mellon, as trustee. These Notes were Before June 15, 2018, the Company may redeem early all listed for trading on the Euro MTF Market of the Luxembourg or part of the Notes, upon not less than 10 nor more than stock exchange. 60 days’ notice before the redemption date, at a redemption price of 100% (expressed as a percentage of par) increased The proceeds from the issue of these Notes were allocated by interest accrued and not paid and by additional amounts to redeem in full the Outstanding Subordinated Notes due due, if applicable, on the redemption date through the 2018 and to pay an early redemption premium of €19 million payment of a make-whole premium. and approximately €10 million of issuance costs with the remainder to be used for general corporate purposes. Moreover, the Company may, prior to June 15, 2018, redeem early, with the net cash proceeds from an equity issue (other than an IPO), up to 40% of the principal amount

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of the Notes issued, upon not less than 10 nor more than COVENANTS 60 days’ notice before the redemption date, at a redemption The indenture pertaining to the Notes contains commitments price of 105.75% of the principal amount increased by interest (covenants) that will limit the ability of the Company its accrued and not paid without paying a make-whole premium, subsidiaries to: if applicable, on the redemption date, provided that: a incur additional indebtedness; (i) at least 60% of the principal amount of the Notes originally issued (excluding Notes held by the Company and its a make restricted payments; affi liates) remains outstanding immediately after any such a sell assets and use the cash proceeds thereof; redemption; and a merge, make acquisitions or consolidate; (ii) the Company makes such redemption not more than 90 days after the consummation of any such equity offering. a engage in transactions with affi liates; At any time after June 15, 2018, the Company may redeem all a create security guarantees; and or part of the New Notes upon not less than 10 nor more than a restrict the payment of dividends by subsidiaries. 60 days’ notice before the redemption date, at the following redemption prices (expressed as percentages of the principal These covenants are subject to important exceptions and amount thereof), plus accrued and unpaid interest at the qualifi cations. As of the date of this Reference Document, all the redemption date (subject to the right of holders of record on Company’s subsidiaries are restricted subsidiaries (as defi ned the relevant record date to receive interest due on the relevant in the indenture pertaining to the Notes). interest payment date), if redeemed during the 12-month period commencing on June 15 of the years set out below: EVENTS OF DEFAULT The indenture pertaining to the Notes contains the customary Year Redemption Price events of default, including nonpayment of the principal or 2018 102.875% interest of the Notes, certain failures with respect to other 2019 101.438% notes under the indenture pertaining to the Notes or contracts pertaining to the collateral, failure to pay certain debts or to As from 2020 100.000% execute certain orders, and the bankruptcy of the Company or of a signifi cant subsidiary or of any collateral ceasing to exist (as Moreover, in the event of certain changes to tax regulations, the such terms are defi ned in the indenture pertaining to the Notes). Company may redeem in full the New Notes at a price of 100% The occurrence of an event of default will permit or require the (expressed as percentages of the principal amount thereof) plus accelerated repayment of all of the Notes. accrued and unpaid interest and any additional amounts due, if applicable, to the redemption date. (B) SENIOR REVOLVING CREDIT FACILITY CHANGE IN CONTROL AND SALE OF ASSETS The Senior Revolving Credit Facility was agreed on May 12, 2015 Upon the occurrence of certain cases of change in control, with BNP Paribas, Crédit Agricole Corporate and Investment Noteholders may require the Company to redeem all or part of Bank, Crédit du Nord, Crédit Industriel et Commercial, Deutsche their Notes at a purchase price equal to 101% (expressed as Bank AG, London Branch, Goldman Sachs International, a percentage of par) plus accrued interest on the redemption HSBC France and Société Générale (the “RCF Lenders”) and date. The Company will be required to inform holders of the became effective on May 28, 2015 (RCF). The RCF consists of change of control and the terms of this optional repurchase a revolving credit facility, covered by a fi rst-priority guarantee within 30 days of the occurrence of a change of control event. of an amount of €350 million, providing for credit advances After the listing of the Company’s shares, a “change of control” (“Advances under the Senior Revolving Credit Facility” or means any person or group of persons acting in concert (within “RCF Advances”) or letters of credit (“RCF Letters of Credit”) the meaning of Article L. 233-10 of the French Commercial denominated, in both cases, in euros, pounds sterling, US Code) (other than Eurazeo or a member of the Eurazeo Group) dollars or in any other currency agreed with the RCF lenders, obtaining the direct or indirect control within the meaning of for a maximum outstanding amount of €350 million at any time Article L. 233-3 of the French Commercial Code of the share and made available, as applicable, under certain conditions, to capital or voting rights of Europcar Groupe. Europcar Groupe, ECI and certain Group operating subsidiaries.

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The Senior Revolving Credit Facility is divided into two “Total Net Debt” is equal, without accumulation, to the sub-facilities: a €250 million sub-facility, which may be drawn total amount in circulation of (i) the Notes less the capitalized down solely through RCF Advances (the “Revolving Sub- fi nancing costs connected to such bonds, (ii) the amounts of Facility”), and a €100 million sub-facility, which may be the RCF Advances made available less the Junior FCT Notes, utilized through RCF Advances or RCF Letters of Credit (iii) bank overdrafts drawn by Europcar Holding, (iv) for the (the “L/C Sub-Facility”). The maximum aggregate amount fl eets of the United Kingdom, Australia and New Zealand, of the RCF Letters of Credit shall not exceed €100 million. gross total debt less the net book value of the fl eet and (v) The available amount of the Facility is equal to the total any debt not intended for the fi nancing of the fl eet less cash available commitments of the RCF Lenders, less any “Excess deposited into a Group account opened at a bank ranked at Securitization Amount”. Unless stated otherwise, capitalized least “P-2” by Moody’s or “A-2” by S&P (with the exception of terms set forth and used in this Section entitled “Senior the cash of the Securitifl eet companies) and cash equivalents 03 Revolving Credit Facility” have the same meaning as set forth from which each of the Group’s entities benefi ts. in the Senior Revolving Credit Facility. “Excess Securitization Amount” means the portion of any The Group will be entitled to request from time to time additional Securitization proceeds received by any member of the Group credit commitments (“Incremental Commitments”) in exceeding an aggregate amount of €50,000,000. an aggregate principal amount not exceeding €100 million “Securitization” means any factoring programs, receivables provided that certain conditions are satisfi ed, namely: (i) that securitization or other receivables financing of the Group no case of default has arisen or continues to exist under the on a recourse basis not exceeding an aggregate amount of Facility; (ii) that the Additional Commitment is authorized under €150,000,000. the indenture pertaining to the Notes, the EC Finance Notes and the SARF; and (iii) that if the Additional Commitments The purpose of the RCF is to fi nance (i) the Group’s working are incurred for a separate tranche, the opening commission capital requirements and general corporate needs, (ii) interest fees and the margin (and any applicable ratchet) on such payments due by the Company or any other borrower, tranche do not exceed the initial margin of the facility (and any (iii) repayment of inter-company loans, and (iv) permitted applicable ratchet) by more than 1%, and the maturity date acquisitions, it being specifi ed that the RCF may not be used of such a tranche does not precede that of the facility (such to fi nance the prepayment, repayment, purchase, defeasance date may be extended, if applicable). or redemption of the Notes.

The Incremental Commitment may be provided (i) either by RCF ADVANCES way of increase of the Revolving Sub-Facility commitments or the L/C Sub-Facility commitments or (ii) by way of a separate The RCF Advances are made available to the Company, ECI, tranche (“Incremental Facility Tranche”). It may be only by Europcar Holding S.A.S., Europcar Autovermietung GmbH, way of RCF Advances. Europcar International S.A.S.U. & Co. OHG, Europcar France S.A.S., and Europcar IB S.A.U., as the initial borrowers, and A “Qualifying Listing” refers to any Listing of all or part of under certain conditions, to other subsidiaries of Europcar the share capital of Europcar Groupe on any public exchange Groupe (each a “Borrower under the RCF” or “RCF or public market provided that: Borrower”). (i) following such listing, the Leverage Ratio (x) on the RCF Advances may be granted in euros, pounds sterling or US previous Quarter Date (pro forma for the repayment of dollars or any other currency requested by the RCF Borrowers fi nancial indebtedness occurring on or about the date and agreed by the Agent provided that such currency is of such listing) or Leverage Ratio (y) within six months available and freely convertible into euros on the wholesale following such listing is less than 2.00: 1; and market on the relevant dates of quotation and utilization. (ii) the proceeds of such listing are used to, inter alia, redeem RCF LETTERS OF CREDIT in full the Outstanding Subordinated Notes Due 2017. RCF Letters of Credit may be issued under the RCF at the “Quarter Date” means any of March 31, June 30, request of an RCF Borrower. September 30 and December 31 of each year. RCF Letters of Credit may be issued in euros, pounds sterling “Leverage Ratio” on each Quarter Date means the ratio of or US dollars or any other currency requested by the Borrowers Total Net Debt (as defi ned in the RCF) to Corporate EBITDA and agreed by the Agent provided that such currency is (as defi ned in the RCF) on such Quarter Date for the 12-month available and freely convertible into euros on the wholesale period ending on such Quarter Date. market on the relevant dates of quotation and utilization.

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The aggregate amount of the RCF Letters of Credit issued shall Furthermore, if, at any time, as a result of any Securitization, not exceed €100 million. the outstanding amounts of the RCF Advances and RCF Letters of Credit exceed the available amount of the Facility, The expiry date of the RCF Letters of Credit falls on or before the Borrowers must repay (without cancellation) within three thirty (30) calendar days before the maturity date of the facility business days the outstanding RCF Advances up to such (as extended, as the case may be). excess amount or reduce the amount of the Securitization The term of RCF Letters of Credit is 12 months or less or, for proceeds. The Borrowers shall be entitled to redraw any RCF RCF Letters of Credit whose aggregate amounts do not exceed Advances which has been so repaid. €30,000,000, 18 months or less. A “change in control” is deemed to have taken place if GUARANTEES any person or group of persons acting in concert (under Article L. 233-10 of the French Commercial Code), other Guarantees have been granted by Europcar Groupe, ECI, than Eurazeo or a member of Groupe Eurazeo, obtains direct Europcar Holding S.A.S., Europcar Autovermietung GmbH, or indirect control of the capital or the voting rights of the Europcar France S.A.S., Europcar International S.A.S.U. & Co. Company under Article L. 233-3 of the French Commercial OHG, Europcar IB S.A.U., Europcar Italia S.p.A. and Europcar Code. UK Limited. CANCELLATION In addition, other subsidiaries of the Group may accede, under certain conditions, to the new Senior Revolving Credit Facility Undrawn amounts under the RCF may be cancelled by the as guarantors in the future. Company at any time in whole or in part on fi ve business days’ notice on condition that the cancelled amount must be for a INTEREST minimum amount of €10 million. The interest rates per annum applicable to NSRCF Advances SECURITY under the New Senior Revolving Credit Facility are based on EURIBOR (or LIBOR for drawings in currencies other than euros) The RCF is secured, subject to certain applicable limitations, by plus a borrowing margin, it being specifi ed that EURIBOR or (a) a fi rst-priority security interest on (i) the shares of ECI and of LIBOR will be deemed equal to zero in the event of a negative certain direct or indirect subsidiaries of ECI (Europcar Holding interest rate. S.A.S., Europcar France, Europcar UK Limited, Europcar Autovermietung GmbH, Europcar Italia S.p.A., Europcar IB The applicable margin is 2.75% for an RCF Advance to any S.A.U. and Europcar International S.A.S.U. & Co. OHG) and (ii) RCF Borrower if the Leverage Ratio is equal to or greater the bank accounts of Europcar Groupe, ECI, Europcar Holding than 2: 1, and 2.50% if no event of default has occurred or S.A.S., Europcar France, Europcar International S.A.S.U. & Co. is occurring under the RCF and the Leverage Ratio for the 12 OHG, Europcar IB S.A.U., Europcar Italia S.p.A., and by (b) a months preceding the most recent Quarter Date is less than fi rst-priority security interest on intra-group receivables under 2: 1. certain cash management agreements (cash pooling) entered MATURITY AND REPAYMENTS OF RCF ADVANCES into between Europcar Holding S.A.S., as cash pool manager, and other subsidiaries of the Group . The Senior Revolving Credit Facility will mature 5 years from its effective date (the “RCF Maturity Date”). On the occurrence of a Qualifying Listing, all the security interests mentioned (other than those granted on the shares Each RCF Advance must be repaid on the last day of the in signifi cant subsidiaries or the receivables under the cash interest period relating thereto but may be repaid by way of pooling arrangements) may be released at the request of a new Advance. Each RCF Advance repaid (except pursuant Europcar Groupe. to a mandatory prepayment), will thereafter be available for redrawing until one month prior to RCF Maturity. All RCF FEES AND COMMISSIONS Advances must be repaid at the RCF Maturity. The Company must pay the following fees: (i) fees on the MANDATORY PREPAYMENT unused revolving loan commitments of the lenders, (ii) letters of credit participation fees on the outstanding amount of each Subject to certain exceptions, the RCF will be automatically Letter of Credit, (iii) the fronting fees due to the issuing bank for subject to mandatory prepayment and cancellation in full upon each Letter of Credit, and (iv) other customary fees of the RCF the occurrence of one of the following events: (including arrangement fees, coordination fees and agents’ a a change in control; or fees). a the listing of the shares of any of the Group’s members on a regulated market or other trading market; or a on a disposal of all or substantially all of the assets of the Group.

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RANKING 3.2.3.2 Debt related to fl eet fi nancing The RCF ranks senior to all other subordinated debt of each RCF Borrower. (A) SENIOR ASSET REVOLVING FACILITY The RCF ranks pari passu with hedging transactions in right of OR SARF payment and in connection to its security (except the above- The SARF was entered into between Crédit Agricole Corporate mentioned fi rst-priority security interest on ECI shares which and Investment Bank, as “Lending Bank” and Securitifl eet does not secure hedging transactions). Holding as borrower. RCF lenders rank at least pari passu with all amounts owed to The SARF was initially entered into on July 30, 2010 unsecured creditors except for those amounts benefi ting from and amended on August 26, 2010, November 4, 2010, 03 a higher rank under law or an intercreditor agreement. January 11, 2011 and April 5, 2012. The SARF was further amended on March 4, 2014 in certain respects, principally FINANCIAL COVENANT to (i) add two additional banks to the facility, (ii) reduce the The RCF specifi es that the Group must maintain a ratio of cash margin of senior notes issued by the FCT Issuer under the fl ow to total debt service of no less than 1.10: 1. facility from 2.70% to 2.20% (before the amortization period) and from 3.75% to 2.75% (after the amortization period), (iii) Total debt service will be defi ned as the aggregate of the interest reduce the maximum amount of senior notes that may be and associated fees during any given 12 month period plus issued by the FCT Issuer from €1.1 billion to €1 billion, (iv) repayment of fi nancial liabilities, the latter being subject to provide the borrower with fl exibility to request weekly advance certain limitations. and repayment dates rather than monthly settlement dates

COVENANTS only, and (v) extend the maturity of the SARF from July 2014 to January 2017. The Senior asset Revolving Facility provides Subject to certain exceptions related to materiality tests, a committed facility of €1.0 billion to Securitifleet Holding. grace periods and carve-outs, the Senior Revolving Credit Drawings are made available to Securitifleet Holding (the Facility specifi es certain undertakings (covenants), namely: “SARF Borrower”) for the sole purpose of financing fleet (i) a negative security interest in respect of Group assets, (ii) acquisition and maintenance in France, Italy, Germany and a limitation on fi nancial indebtedness, (iii) a restriction on the Spain through the Securitifl eet companies. payment of dividends, issuing stock, payments to shareholders and investor debt, (iv) restrictions on asset disposals, and (v) The additional amendments to the SARF were signed on limitations on mergers, acquisitions and permitted investments. May 12, 2015 and became effective on June 17, 2015 (the “2015 Amendments”). The 2015 Amendments (i) reduced EVENTS OF DEFAULT the applicable margin with respect to the FCT Senior Notes from 2.2% to 1.7% (before the amortization period) and from 2.75% The Senior Revolving Credit Facility contains, subject to to 2.25% (after the amortization period), (ii) reduced the rate exceptions related to materiality tests, grace periods and of non-use from 1% to 0.75% in the potential event where the carve-outs, a certain number of customary events of default rate of use would be less than or equal to 50% and from 0.75% including the following: (i) failure to pay the principal amount, to 0.5% in the potential event where the rate of use would interest, fees and other amounts, (ii) noncompliance with certain be greater than 50%, (iii) extended the maturity of the SARF commitments and other obligations, (iii) substantial inaccuracy to the settlement date following January 2019, (iv) increased in representations and warranties, (iv) cross defaults or defaults the amount of the Senior Notes which could be used by the which are accelerated with another signifi cant debt, (v) certain FCT Issuer under the SARF of €1 billion to €1.1 billion, and cases of insolvency, (vi) the actual or presumed invalidity of (v) enabled the participation of two new banks, Lloyds Bank any collateral or subordination clause under the terms of the and HSBC France (or, if applicable, Regency Assets Limited, Intercreditor Agreement, (vii) a signifi cant audit qualifi cation, and its sponsored conduit supplying asset-backed commercial (viii) the occurrence of a signifi cant unfavorable event. paper), the latter replacing Barclays Bank plc. ECI and the GOVERNING LAW banks also agreed to (i) allow the sub-leasing of vehicles by a local subsidiary (namely Europcar France S.A.S., Europcar The Senior Revolving Credit Facility is governed by French law. Autovermietung GmbH, Europcar Italia S.p.A. or Europcar IB S.A.) to another local subsidiary, except for Europcar Italia S.p.A., under intra-group master operating sub-lease agreements, and (ii) treat such sub-leased vehicles as eligible vehicles for the amended SARF.

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New amendments to the SARF were signed on September 14, SARF ADVANCES, REVOLVING PERIOD AND AMORTIZATION 2016 and entered into force on September 17, 2016 (the PERIOD “2016 Amendments”). The 2016 Amendments: (i) reduced During the period between March 4, 2014 and the SARF the margin and the margin applicable to the FCT Senior Notes Termination Date (the “SARF Revolving Period”), advances from 1.7% to 1.5% (before the repayment period) and from (“SARF Advances”) are made to Securitifl eet Holding subject 2.25% to 2.05% (after the repayment period); (ii) extended to the terms and conditions set out in the SARF as amended the maturity of the SARF to the payment date following on March 4, 2014. Following the occurrence of the Senior asset January 2020; and (iii) increased the amount of the senior Revolving Facility Termination Date and until the SARF Final notes that may be issued by the FCT Issuer under the SARF Maturity Date (the “SARF Amortization Period”), Securitifl eet from €1.1 billion to €1.3 billion. Holding is required to apply all available amounts towards Lastly, additional amendments to the SARF were signed on the amortization of the outstanding Advances in accordance February 9, 2017 to enable the securitization program to be with the priority of payments set out in the SF Intercreditor made compliant with the new methodology published by the Agreement (as defi ned below), as described below. All SARF rating agency Standard & Poor’s relating to sovereign risk Advances will be fully due and payable on the SARF Final (the ‘Rating above the sovereign’ methodology) and thus to Maturity Date. maintain its single A rating. These amendments provide, in particular, for the inclusion of new concentration limits on SARF ADVANCE RATE rental fl eets in Spain and Italy funded through the SARF. SARF Advances (The rate applicable to the “SARF Advance Lending Bank assigned its claims arising under the SARF, Rate”) is determined in light of the aggregate “Borrower Asset together with all security and ancillary rights related thereto, Value” (as defi ned below) of all Securitifl eet companies, the to the FCT Issuer which in return issued (i) “FCT senior credit enhancement mechanics confi rmed with Standard & notes” to be subscribed by Crédit Agricole Corporate Poor’s, and the concentration limits applicable to carmakers and Investment Bank (or, as the case may be, LMA, its and vehicles as defi ned in the SARF, the master operating lease sponsored multi-seller asset-backed commercial paper agreements and the terms and conditions of the FCT Junior conduit), The Royal Bank of Scotland plc, Société Générale, Notes. Deutsche Bank AG, London Branch, Natixis, (or, as the In particular, the SARF Advance Rate is calculated by reference case may be, Magenta, its sponsored multi-seller asset- to the “Senior Asset Funding Limit” which is sized principally backed commercial paper conduit), BNP Paribas (or, as on the basis of (A) the aggregate Borrower Asset Value of all the case may be, Matchpoint, its sponsored multi-seller Securitifl eet Companies (subject to certain limitations) as the asset-backed commercial paper conduit), HSBC France (or, same is reduced by (B) the applicable “Credit Enhancement if applicable, Regency Assets Limited, its sponsored asset- Amount”. The Credit Enhancement Amount is determined by backed commercial paper conduit), and any other entity aggregating (i) the amount determined by the application of the which may subscribe for or acquire FCT Senior Notes as rate determined using Standard & Poor’s Credit Enhancement senior subscriber(s) in an aggregate amount of €1.3 billion Matrix applicable to the corresponding Credit Enhancement (after the 2016 Amendments), and (ii) “FCT Junior Notes” Asset, and (ii) the amount exceeding the concentration limits to be subscribed for from time to time by ECI. applicable to carmakers and vehicles defi ned in the SARF.

FINAL MATURITY DATE BORROWER ASSET VALUE The SARF will be terminated on the earlier of the following Drawing under the Senior asset Revolving Facility by Securitifl eet dates: (i) the settlement date in January 2020, (ii) the start Holding will depend on the aggregate of all Borrower Asset of a Non-Enforcement Amortization Period (namely, the date Values of the Securitifl eet Companies. on which a Level 1 Event of Default is declared (as defi ned below)), (iii) the start of an Enforcement Amortization Period In relation to any Securitifl eet Company acting as borrower (namely, the date on which a Level 2 Event of Default is under the Securitifleet On-Loan Agreements (as defined declared (as defi ned below)), and (iv) the date on which an below), the Borrower Asset Value is calculated monthly as the RCF is repaid (unless all or part of such facility is refi nanced in aggregate of the following items: amounts equal to or greater than the existing amount of such a the vehicle fleet residual value—which comprises the facility), the fi rst of such dates being the “SARF Termination aggregate residual value of the vehicle fl eet plus capitalized Date”. The fi nal maturity date of the Senior asset Revolving costs for any purchased vehicles for which registration is Facility will be the date occurring six months after the Senior pending, less any aggregate provisions for badly damaged, asset Revolving Facility Termination Date (the “SARF Final stolen or converted vehicles—of the vehicle fl eet owned by Maturity Date”). the relevant Securitifl eet Company;

134 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

a the amount of the vehicle provider receivables—which as a services provider (each, in such capacity, a “Services comprise the receivables owed to such Securitifleet Provider”) in respect of the vehicle fl eet (and other assets) Company by any car dealer or manufacturer pursuant to owned by the related Securitifl eet Company. the relevant Securitifl eet Company’s disposal of any vehicle Implementation pursuant to the terms of a vehicle fl eet disposal under any buy-back agreement—payable to the relevant services agreement, and of an engagement letter and fee Securitifl eet Company; agreement regarding the provision of legal services in Germany, a the amount of VAT receivables, which comprise any VAT a disposition services provider provides certain disposition repayment receivables owed or to be owed by a taxation services in relation to the recovery of the fl eet under certain authority to the relevant Securitifleet Company that are conditions. payable to such Securitifl eet Company; 03 ECI PERFORMANCE GUARANTEE minus ECI granted in favor of each Securitifl eet company certain a the aggregate amount of any debt outstanding and due performance guarantees (together the “ECI Performance by the relevant Securitifl eet Company to vehicle providers Guarantee”) pursuant to which it guarantees as co-surety (excluding any amount in respect of VAT related thereto) the full payment when due of all amounts (including, without to the extent the maturity date of such payables falls after limitation, rental payments under the master operating leases, the second succeeding SARF settlement date (as defi ned expenses, fees, costs, indemnity and other amounts due as below); and a result of the non-performance or incomplete performance a the aggregate amount of the capitalized costs related to by the relevant Operating Company of any of its obligations) each vehicle fl eet (excluding the vehicle fl eet of Securitifl eet due to each Securitifl eet company by the relevant Operating GmbH) delivered and accounted for by a Securitifleet Company with respect to certain of their respective payment Company (excluding Securitifl eet GmbH) but for which the obligations, in particular under the master operating lease corresponding invoice has not yet been received or booked; agreements and the management services agreements, up and to an amount equal to the available cash. The benefi t of the ECI Performance Guarantee was assigned in favor of the a the aggregate amount of all VAT payments owed by the Senior Facility Lending Bank acting as the fronting bank under relevant Securitifleet Company to a taxation authority the SARF but not in favor of the trustee for the Outstanding in its relevant jurisdiction at such time (excluding for the Subordinated Notes or the holders of the EC Finance Notes, avoidance of doubt such VAT payments due by Europcar directly or indirectly. Autovermietung GmbH in relation to the resale by Securitifl eet GmbH of its vehicles). Any event of default under the Senior asset Revolving Facility, the SARF borrower can be directed by the facility instructing MARGIN party to call the ECI Performance Guarantee and exercise any right it is entitled to exercise in accordance with the terms of The interest rate applicable to the FCT Senior Notes is equal to the ECI Performance Guarantee. the sum of the EURIBOR rate applicable to the relevant interest period plus 1.50% (in each case before the SARF Amortization SECURITY Period) or 2.05% (in each case during the SARF Amortization Period). In the case of breach of certain obligations (subject to Securitifleet Holding’s obligations under the SARF are reservations pertaining to their importance, the grace period secured by the Securitifl eet collateral described below under and other exceptions) with respect to a vehicle fl eet availability Section 3.2.3.2.2 “Securitifleet Collateral” which also indirectly service agreement or a fee agreement concerning the provision benefi t holders of EC Finance Notes. In addition, however, of legal services in Germany (a “DSP Material Breach”), the the obligations of Securitifl eet Holding under the Senior asset margin applicable to the FCT Senior Notes (for the interest Revolving Facility are also secured by the vehicle fl eet and periods terminating before the SARF Amortization Period) receivables held against vehicle providers under manufacturer will be automatically and immediately 2.05% from the date buy-back agreements in Italy and Catalonia, as well as the of the DSP Material Breach until the DSP Material Breach is bank accounts of Securitifleet Italy and the shares held remedied or waived. by Europcar Italy in Securitifl eet Italy. The Noteholders do not benefi t, either directly or indirectly, from this additional The interest rate applicable to the FCT Junior Notes is equal Securitifl eet collateral. to the sum of the EURIBOR rate applicable to the relevant interest period plus 2.25%. FEES

FLEET SERVICING The SARF Borrower pays fees on the unused underwriting commitments of holders of FCT Senior Notes, documentary All Europcar operating companies in France, Germany, Spain credit fees, and other customary fees in respect of the SARF and Italy (each an “Operating Company”), pursuant to (including arrangement fees, ticking fees and agency fees). servicing agreement (each a “Servicing Agreement”), acts

EUROPCAR REGISTRATION DOCUMENT 2016 135 03 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

RANKING Representations and Warranties, (iii) the violation of any Level 2 Undertaking, (iv) the occurrence of an insolvency The Senior asset Revolving Facility ranks senior to the event of Securitifl eet Holding, (v) enforcement of security Securitifl eet Proceeds Loan both in interest and principal and or security ceasing to be valid, binding and enforceable or any other subordinated indebtedness of each SARF Borrower. losing the benefi t of a priority ranking, (vi) the occurrence of a See “SF Intercreditor Agreement”. material adverse change affecting Securitifl eet Holding, (vii) COVENANTS any audit qualifi cation by the Statutory Auditors concerning Securitifl eet Holding’s fi nancial statements to the extent it The covenants applied to Securitifleet Holding are divided materially adversely changes the current or future value into Level 1 Undertakings and Level 2 Undertakings. Any of Securitifleet Holding’s assets, (viii) breaches relating breach of a Level 1 Undertaking, which is not cured within its to Securitifleet Holding’s obligations under Securitifleet applicable grace period (if relevant), shall result in a Level 1 shareholder arrangements and to compliance with the Event of Default, and correspondingly any breach of a Level 2 recommendations made by the Senior Facility Lending Bank Undertaking, which is not cured within its applicable grace or the FCT Issuer as part of its consultation procedure, (ix) period (if relevant), shall result in a Level 2 Event of Default. misrepresentations and/or breaches by Securitifl eet Holding Undertakings relate to delivery of financial statements, in relation to any security or encumbrance, (x) acceleration compliance with accounting policies, notifi cation of Level 1 under the Senior Revolving Credit Facility of the outstanding defaults and maintaining bank accounts with suitably rated EC Finance Notes or of Notes, and (xi) termination or breach banks. The Level 2 Undertakings include in particular (i) of any material operating license. information obligations (including notification of a Level 2 The occurrence of a Level 1 Event of Default will commence Event of Default), (ii) the maintenance of the necessary a “Non-Enforcement Amortization Period” during which, authorizations, licenses and consents, (iii) compliance with laws in particular: and regulations, in particular tax laws, (iv) a negative pledge regarding the assets or business of Securitifl eet Holding, (v) (i) any outstanding advance will become a term advance restrictions on the granting of loans by Securitifl eet Holding, (vi) repayable on a monthly basis during the amortization period a limitation on the fi nancial indebtedness of Securitifl eet Holding, via all cash collections received; (vii) a limitation on the granting of guarantees by Securitifl eet (ii) each Securitifl eet company will be prohibited from ordering Holding, (viii) restrictions on the rights of Securitifl eet Holding new vehicles from vehicle providers and granting new as shareholder of certain Securitifl eet companies, and (ix) the advances under the SARF; and maintenance of bankruptcy-remoteness criteria including restrictions on mergers. (iii) each Operating Company, acting as lessee under the relevant master operating lease agreement and an intra- The agreement also provides for two levels of representations group sub-lease agreement, will be prohibited from, due and warranties. The Borrower Level 1 Representations to the prohibition that applies to Securitifl eet Companies: and Warranties relate to the accuracy of historical fi nancial statements, ranking, no confl icts, and no events of default a extending the duration of any base operating lease or sub- and no withholding. The Borrower Level 2 Representations lease in force on the amortization commencement date, and Warranties relate to other representations and warranties. and a entering into any new base operating lease or sub-lease EVENTS OF DEFAULT with the relevant Securitifleet Company or Operating There are two levels of event of default under the Senior asset Company. Revolving Facility Agreement: The occurrence of a Level 2 Event of Default will trigger an (i) a “Level 1 Event of Default” which, subject to any agreed “Enforcement Amortization Period” during which (i) the exceptions, materiality tests, grace periods and carve-outs, relevant instructing party will be entitled to accelerate all consists of (i) misrepresentations made under borrower advances granted to Securitifleet Holding in accordance Level 1 Representations and Warranties, (ii) breach of with the provisions of the SF Intercreditor Agreement, and any Level 1 Undertaking, and (iii) the replacement of the (ii) all securities granted to the FCT Issuer will be enforceable Lending Bank without a replacement assignee bank being in accordance with the provisions of the SF Intercreditor appointed; and Agreement.

(ii) a “Level 2 Event of Default” which, subject to any agreed GOVERNING LAW exceptions, materiality tests, grace periods and carve-outs, The Senior asset Revolving Facility Agreement is governed by consists of (i) non-payment of amounts due under the French law. SARF, (ii) misrepresentations made under borrower Level 2

136 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

(B) SECURITIFLEET COLLATERAL funding under the Securitifl eet Proceeds Loan related to the EC Finance Notes, together with drawings under the SARF, to on- The undertakings of Securitifleet Holding under the SARF lend, directly or indirectly, as required by certain jurisdictional together with its obligations to repay the proceeds of the EC limitations, said amounts to the Securitifl eet companies (each Finance Notes to EC Finance Plc (as defi ned below) under a such transaction a “Securitifleet Advance”) under the loan agreement (the “Securitifl eet Loan”) are secured directly “Securitifl eet On-Loan Agreements”. and indirectly by: Securitifl eet Holding has entered into revolving facilities with a a fi rst priority security interest on the shares of Securitifl eet Securitifl eet Spain, Securitifl eet Italy, Securitifl eet France and Holding held by ECI; Securitifl eet Germany pursuant to which Securitifl eet Holding a a fi rst priority security interest on the shares in each of the has advanced funds to Securitifl eet Spain, Securitifl eet Italy, 03 Securitifl eet Companies (other than shares held by Europcar Securitifl eet France and Securitifl eet Germany from time to Italy in Securitifl eet Italy); time. a a first priority security interest on receivables held by Except as otherwise required by law, all payments under Securitifl eet Holding in respect of each of the Securitifl eet the Securitifl eet Advances are made without deductions or companies (other than in respect of Securitifl eet Italy); withholding for, or on account of, any applicable tax. In the event that any Securitifleet company is required to make a a fi rst priority security interest on the balances in Securitifl eet any such deduction or withholding, it is further required to Holding’s bank accounts; gross-up each payment to Securitifl eet Holding to ensure that a a fi rst priority security interest on certain receivables (including Securitifl eet Holding receives and retains a net payment equal under buy-back agreements from carmakers) of each of the to the payment which it would have received had no such Securitifl eet Companies (other than Securitifl eet Italy), with deduction or withholding been made. certain exceptions in Spain; and Each Securitifleet On-Loan Agreement provides that the a a fi rst priority security interest on certain assets (including bank Securitifleet Companies will make all payments pursuant account balances and the vehicle fl eet) of each Securitifl eet thereto on a timely basis in order to ensure that Securitifl eet Company from time to time (other than Securitifl eet Italy), Holding can satisfy its payment obligations under the Senior with certain exceptions in Spain. asset Revolving Facility and the Securitifl eet Proceeds Loan, taking into account administrative and timing concerns and All above-mentioned assets subject to security interests are limitations, including under the SF Intercreditor Agreement. As collectively referred to herein as the “Securitifl eet Collateral”. the SF Intercreditor Agreement only permits payments to be The Securitifl eet Collateral secure the Senior asset Revolving made on a settlement date falling on the 17th of each month, Facility and the Securitifl eet Proceeds Loan on a shared pari semi-annual interest payments on the EC Finance Notes are passu basis and enforcement proceeds from such collateral funded by Securitifl eet Holding to ECF on the settlement date will be paid fi rst to the senior lenders under the Senior asset preceding the relevant semi-annual interest payment date on Revolving Facility pursuant to the amortization priority of the EC Finance Notes (which is on the fi rst of the following payments in the SF Intercreditor Agreement. Such senior month). ECF is permitted to invest such funds in highly-rated lenders, in addition, benefi t from direct security over the assets liquid securities held in an account pledged for the benefi t of Securitifleet Italy. The holders of the EC Finance Notes of the EC Finance Noteholders. Any surplus funds in such indirectly benefi t only from a negative pledge in respect of the account following an EC Finance Notes interest payment date assets of Securitifl eet Italy. may be remitted to Securitifl eet Holdings for investment in the The security agent for the EC Finance Notes acts as agent Securitifl eet Companies. Pursuant to the ECI Subordinated for the trustee for the EC Finance Notes and the holders of Loan, ECI has the option to extend to ECF amounts suffi cient such EC Finance Notes in respect of the EC Finance Notes to enable ECF to satisfy its payment obligations under the EC Collateral (as defi ned below). A common security agent acts Finance Notes that are not funded through payments on the as the agent for the SARF creditors and the EC Finance Notes Securitifl eet Proceeds Loan. trustee and as the security agent for the EC Finance Notes Each Securitifl eet company has been created with a limited and the holders of EC Finance Notes in respect of the shared corporate purpose and is required by the terms of the Securitifl eet Collateral and in accordance with the provisions Securitifl eet On-Loan Agreements to which it is a party, which of the SF Intercreditor Agreement. incorporate limitations substantially similar to those provided in the EC Finance Notes Indenture (as defi ned below), to use (C) SECURITIFLEET LOAN AGREEMENTS the proceeds of the relevant Securitifl eet Advances made Securitifl eet Holding acts as the fi nancing entity for the vehicle available under its Securitifl eet On-Loan Agreement to acquire fleet purchasing and leasing activities of the Securitifleet and lease vehicles to the Europcar operating company in its Companies. Securitifl eet Holding has used the proceeds from jurisdiction.

EUROPCAR REGISTRATION DOCUMENT 2016 137 03 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

(D) FCT JUNIOR NOTES (E) EC FINANCE NOTES The subscription proceeds of the FCT Junior Notes subscribed On July 31, 2014, EC Finance plc (“ECF”) issued €350,000,000 by ECI set forth the overall credit enhancement and, as 5.125% Senior Secured Notes due 2021 (the “EC Finance applicable, the remuneration of the FCT accounts (in the event Notes”). The EC Finance Notes are admitted to trading on the of a negative interest rate being applicable to these accounts) Euro MTF market of the Luxembourg Stock Exchange. as well as an additional liquidity requirement, which is an The EC Finance Notes were issued pursuant to an indenture, amount determined by application of a fi xed percentage of dated as of July 31, 2014 (the “EC Finance Notes the vehicle fl eet residual value (which, for each Securitifl eet Indenture”) among ECF as issuer, The Bank of New York Company, is comprised of the aggregate residual value of a Mellon as trustee, transfer and principal paying agent, and The given Securitifl eet Company’s vehicle fl eet plus capitalized costs Bank of New York Mellon (Luxembourg) S A as registrar and for any purchased vehicles for which registration is pending, less as Luxembourg paying and transfer agent. The EC Finance any aggregate provisions for badly damaged or stolen vehicles Notes are obligations of ECF, and are guaranteed by ECI on a or vehicles the value of which has decreased signifi cantly, with senior unsecured basis. the amount equal to the product of the percentage of the loss adjustments and the residual value of the fl eet being deducted), Under the Securitifl eet Proceeds Loan Agreement between to the amount of the securitization fi nancing (as defi ned below) ECF and Securitifl eet Holding the Securitifl eet Proceeds Loan at the level of the FCT Issuer, on a cross-collateralized basis funding was made available to Securitifleet Holding in an among all the Securitifl eet Companies (including any residual amount equal to the aggregate principal amount of the EC risk, such as interest rate risk). The amount and rate of the Finance Notes. Securitifl eet Holding then makes Securitifl eet credit enhancement and liquidity required amount is calculated Advances to Securitifl eet Companies. ECF and ECI entered monthly (such amount being adjusted on the date on which into the “ECI Subordinated Loan” pursuant to which ECI each advance is made under the Senior asset Revolving has the option to extend to ECF amounts suffi cient to enable Facility) and is applied towards the determination of the amount ECF to satisfy its payment obligations under the EC Finance of the FCT Junior Notes to be issued in connection with each Notes that are not funded through payments on the Securitifl eet advance drawdown from time to time under the Senior asset Proceeds Loan. Revolving Facility on the basis of the advance rate and the liquidity required amount. GUARANTEES The FCT Junior Notes are issued for a nominal amount of The EC Finance Notes are the obligations of ECF and are €1,000. They accrue interest on the basis of the principal guaranteed on a senior unsecured basis by ECI (the “ECI amount issued for each interest period which ends on Guarantee”). The ECI Guarantee is a general senior obligation each settlement date. The amount of interest due on each of ECI, which ranks equally in right of payment with all existing settlement date for each FCT Junior Note is calculated on a and future indebtedness of ECI that is not subordinated in date immediately preceding this settlement date as follows: right of payment to the ECI Guarantee and in the event of an enforcement of the ECI Guarantee, the ECI Performance (A) an amount equal to (i) the sum of all interest amounts due to Guarantee. Such ECI Guarantee ranks senior in right of be received under the SARF Agreement on such settlement payment to all existing and future indebtedness of ECI that date; plus (ii) the swap fl oating amount due to the FCT is subordinated or otherwise junior in right of payment to the Issuer by the swap counterparties on such settlement ECI Guarantee. date, (iii) the aggregate interest amount accrued on a liquidity enhancement cash reserve account and an Italian The ECI Guarantee is subordinate to any existing or future debt withholding tax reserve account up to such calculation date; and any other liabilities of ECI secured by the property and plus (iv) the FCT “Additional Amount” due to be paid by assets of ECI and its subsidiaries to the extent of the value of Securitifl eet Holding to the FCT on such settlement date the property and assets securing this debt, including the Senior (being an amount payable by Securitifl eet Holding to the Revolving Credit Facility and certain fl eet fi nancing contracts. transaction administrator for the account of the FCT Issuer, In the event of bankruptcy or insolvency, the secured lenders deemed to be €140,000 per month, subject to certain have a priority claim over all collateral of ECI securing the debt modifi cations); less (v) the swap fi xed amount due to be they hold. paid by Securitifl eet Holding to any swap counterparties on The obligations of Securitifl eet Holding under the Securitifl eet that settlement date; less (vi) the aggregate of all Senior Proceeds Loan are secured directly or indirectly by the Note coupons due to be paid in relation to all Senior Notes Securitifl eet Collateral. See Section 3.2.3.2. (B) “The Securitifleet on such settlement date; divided by Collateral”. (B) the aggregate outstanding amount of all Junior Notes; multiplied by (C) the principal outstanding amount of such Junior Notes.

138 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

RANKING OF THE EC FINANCE NOTES Any optional redemption made under this Section shall be irrevocable. The EC Finance Notes: a are general senior obligations of ECF; CHANGE OF CONTROL AND ASSET SALES a are guaranteed on a senior unsecured basis by ECI; Upon the occurrence of certain change of control events, each holder of the EC Finance Notes may require ECF or ECI a rank equally in right of payment with all existing and future to repurchase all or a portion of its EC Finance Notes at a indebtedness of ECF that is not subordinated in right of purchase price equal to 101% of the principal amount of the payment to the EC Finance Notes; and EC Finance Notes, plus accrued and unpaid interest to, but a rank senior in right of payment to all existing and future not including, the date of purchase. ECF or ECI must inform 03 indebtedness of ECF that is subordinated or otherwise junior holders of the change of control and the terms of this optional in right of payment to the EC Finance Notes. repurchase within 30 days of the occurrence of a change of control event. EC FINANCE NOTES COLLATERAL If ECI sells assets under certain circumstances, ECI is required EC Finance Notes benefi t directly from the security interests to make an offer to purchase the EC Finance Notes at 100% granted to the notes security agent on behalf of the EC Finance of the principal amount of the EC Finance Notes, plus accrued Notes trustee and of holders of the EC Finance Notes (the “EC interest to, but not including, the date of purchase, with the Finance Notes Collateral”) in the following rights, property excess proceeds from the sale of the assets. and assets: COVENANTS a the balance in English bank accounts of ECF and ECF’s rights under the ECI Subordinated Loan; and The EC Finance Notes Indenture contains covenants that, among other things, limit the ability of ECF, ECI, Securitifl eet a ECI’s rights under the Securitifl eet Proceeds Loan. Holding, Securitifleet Companies and their Restricted Proceeds Loan, ECF (and indirectly the EC Finance Noteholders) Subsidiaries to: also benefi ts, indirectly, from the Securitifl eet Collateral. See a respect a maximum loan-to-value ratio of all Securitifl eet Section 3.2.3.2.2 “The Securitifleet Collateral”. companies’ indebtedness over the total value of certain of the Securitifl eet Companies’ assets of 95%, compliance to EVENT OF PREPAYMENT be tested on a quarterly basis; Since January 15, 2017, ECF or ECI may redeem all or, from a time to time, a part of the EC Finance Notes upon not less than respect covenants limiting the activities of ECF and the 10 nor more than 60 days’ notice prior to the redemption date, Securitifl eet Companies; at the following redemption prices (expressed as percentages of a incur additional indebtedness; the principal amount thereof), plus accrued and unpaid interest a to the redemption date (subject to the right of EC Finance make restricted payments, including dividends or other Notes’ holders of record on the relevant record date to receive distributions; interest due on the relevant interest payment date), and which a create certain security interests; vary according to the periods set out below, commencing on a sell assets; January 15, 2017: a in the case of restricted subsidiaries, enter into arrangements Year Redemption Price that restrict dividends or other payments to the Company; January 15, 2017 to July 15, 2017 103.844% a in the case of restricted subsidiaries, guarantee or secure July 15, 2017 to July 15, 2018 102.563% debt; July 15, 2018 to July 15, 2019 101.281% a engage in transactions with affi liates; July 15, 2019 and thereafter 100.00% a consolidate, merge or transfer all or substantially all of the In addition, in the event that ECI becomes obligated to pay Company’s assets and the assets of its subsidiaries on a additional amounts (as defined in the EC Finance Notes consolidated basis; and Indenture) to EC Finance Notes’ holders as a result of changes a take any action that would materially impair the security affecting withholding taxes applicable to payments on the EC interest. Finance Notes, ECI may redeem the EC Finance Notes in whole (but not in part) at any time at a price equal to 100% of the These covenants are subject to important exceptions and principal amount of the EC Finance Notes plus accrued and qualifi cations. Currently, all of the subsidiaries of ECF, ECI, unpaid interest at the redemption date. Securitifl eet Holding and Securitifl eet Companies are Restricted Subsidiaries (as defi ned in the EC Finance Notes Indenture).

EUROPCAR REGISTRATION DOCUMENT 2016 139 03 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

EVENTS OF DEFAULT Frankfurt/Main entered into a vehicle sale and leaseback master agreement dated January 30, 2009 (as amended from time to The EC Finance Notes Indenture contains customary events of time), for a term of three years, for the sale and leaseback of default, including, among others, the non-payment of principal vehicles to be purchased from the manufacturers Volkswagen or interest on the EC Finance Notes, certain failures to perform AG, Audi AG, Seat Deutschland GmbH, SkodaAuto or observe any other obligation under the EC Finance Notes Deutschland GmbH, Volkswagen AG Marke Volkswagen Indenture or security documents, the failure to pay certain Nutzfahrzeuge and Volkswagen Gebrauchtfahrzeughandels- indebtedness or comply with judgments and the bankruptcy or und Service GmbH under certain purchase agreements. Over insolvency of ECF, ECI, a Securitifl eet Company or a signifi cant the course of 2011, the line was extended to Belgium and subsidiary. The occurrence of any default event would permit France with a volume of up to € 500 million. Local operating or require the acceleration of all obligations outstanding under lease agreements were entered into by CM-CIC and Europcar the EC Finance Notes Indenture. entities in France and Belgium. The parties agreed to extend SF INTERCREDITOR AGREEMENT the term of the line for Germany and Belgium until the end of 2014 and to reduce the line to €410 million; the maturity of In connection with entering into the SARF and the issuance of the line was further extended to mid-2015. In August 2015, the EC Finance Notes, an intercreditor agreement was entered the parties entered into a global framework agreement setting into with, inter alias, the Senior Facility Lending Bank under the out the general terms and conditions of the leases until mid SARF and the trustee for the EC Finance Notes on July 30, 2016 which have been supplemented by local lease contracts. 2010, which agreement was amended on March 4, 2014, Amendments to leases were signed on June 30, 2016 to July 31, 2014, May 12, 2015 and again on September 14, extend the repayment date of the global line of credit until 2016 (the “SF Intercreditor Agreement”). December 31, 2017. The SF Intercreditor Agreement sets out, among other things: OPERATING LEASES WITH CAR MANUFACTURERS’ FINANCIAL a the relative ranking of certain of Securitifl eet Holding’s debt; ENTITIES a when payments can be made in respect of Securitifleet Europcar International S.A.S.U. and some of the Group’s Holding’s debt; main car suppliers, such as Daimler, Volkswagen, Fiat and a when and under what terms enforcement action in respect Renault have put in place, at the local level, operating lease of this debt can be taken; agreements between the Group’s local operating companies and the car suppliers’ financial entities. These operating a the terms on which any part of this debt will be subordinated leases are entered into on the basis of a detailed fl eet plan upon the occurrence of certain insolvency events; per country agreed between the parties. These agreements a dispositions related to revenue ; roll on a yearly basis. a security amendment principles setting out when security In addition, the Group has entered into several base operating and guarantees may be modifi ed by the common security lease agreements for the purpose of purchasing and leasing agent without prior consent from the trustee or holders of activities of the vehicle fl eet. EC Finance Notes; and (G) INTEREST RATE SWAP CONTRACTS a limitations to any petition action in certain time periods and AND CAP CONTRACTS to the recourse which may be taken against Securitifl eet Holding and any of the Securitifl eet companies. As at the date of this Reference Document, the Group has entered into two interest rate swap contracts and two cap (F) SUBSTANTIAL OPERATING LEASES contracts. The Group fi nances a portion of its fl eet in all of its Corporate The fi rst interest rate swap contract was originally entered into Countries through operating leases. The Group has entered into by the Group in December 2010. Under this swap contract, as large framework operating lease agreements, respectively, with amended several times over the years, the Group pays a fi xed fi nancial institutions and the fi nancing arms of the Group’s main interest of between 0.284% and 0.744% of the nominal amount car suppliers, which are negotiated at a Group level. of €1 billion (i.e., an average interest rate of 0.642%) and receives interest equal to 1 month EURIBOR. The termination The Group’s main operating lease agreements with fi nancial date of this swap contract is fi xed at July 17, 2019. institutions are described below. On September 15, 2016 the Company amended the swap CM-CIC AGREEMENTS IN GERMANY AND BELGIUM contract in order to extend the termination date of July 17, 2019 to October 17, 2020 (the “Extension Period”) and to The operating lease agreements with CM-CIC are the Group’s lower the average interest rate payable to 0.516%. main operating leases with fi nancial institutions. The Group’s German Operating Company and CM-CIC Leasing GmbH,

140 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

In July 2011, the Group entered into the second interest meet the increase of €200 million to the SARF amount made rate swap contract, with a start date of December 19, 2011. in September 2016, and by which the Company is hedged Pursuant to this swap contract, amended several times over against an increase in the 1 month EURIBOR fl oating rate above the years up to the date of this Reference Document, the Group 0%. pays interest at a fi xed rate of 1.099% on the outstanding nominal amount of €600 million and receives interest equal (H) FACILITIES FOR THE FINANCING to 6 month EURIBOR. The termination date of this contract is OF THE FLEET IN THE UK July 19, 2020. The Group currently fi nances its fl eet in the UK on a stand-alone On August 4, 2016, the Company amended this swap contract basis through its subsidiaries including Europcar Group UK in order to extend the termination date of July 19, 2020 to Limited (“ECGUK”), Europcar UK Limited (“ECUK”), and certain 03 June 19, 2021 and to lower the interest rate payable to 0.96%. subsidiaries of ECUK, pursuant to one facility in the form of an On September 16, 2016, the Company entered into two overdraft (for an amount of £5 million) and fi ve fi nance lease interest rate cap contracts each with a nominal principal or operating lease facilities (for a total amount of £455 million). amount of €100 million terminating on October 17, 2020 to

The following table presents the Group’s ﬂ eet funding arrangements in the United Kingdom, which are described below:

On- or Amount drawn down Amount available as off-balance Security Interests Term/ as at Dec. 31, 2016 at Dec. 31, 2016 Interest Funding sheet or Asset-Backed Maturity (in GBP millions) (in GBP millions) Rate Club Facility On balance Yes (ﬁ nanced ﬂ eet 2019 280.4 119.6 Libor sheet and other assets) (approx. €328 million) (approx. €140 million) +1.80%

Lex Autolease Facility Off balance Yes (title over 2019 37.2 17.8 Libor sheet the ﬁ nanced ﬂ eet) (approx. €43.5 million) (approx. €20.8 million) +2.00%

Lloyds Facility Overdraft Facility On balance Yes (title to ﬁ nanced Reviewed 0.0 5.0 Libor sheet ﬂ eet and other assets) annually (approx. €5.8 million) +1.75%

THE “CLUB” FACILITY months of May and October. The Club Facility brings together the following four funding facilities entered into on a bilateral On October 1, 2014, ECUK entered into a committed vehicle basis: funding agreement (the “Club Vehicle Funding Agreement”) with Lombard, United Dominion Trust, HSBC and GE Capital a £150 million under the funding facility entered into with (hereafter the “Club Vehicle Funders”) pursuant to which Lombard North Central PLC; the Club Vehicle Funders granted to ECGUK, as hirer (the a £100 million under the funding facility entered into with HSBC “Club Hirer”), a £425 million aggregate facility, to fi nance the Equipment Finance Limited; purchase of the Group’s UK fl eet vehicles. On September 20, 2016, an amendment to the Club Facility was signed in order a £100 million under the funding facility entered into with United to extend the maturity by one year to September 2019, Dominion Trust Limited; and to lower the margin by 20 bps, i.e. Libor +180 bps, and a £50 million under the funding facility entered into with to reconfigure the banking syndicate (exit of GE Capital Santander Asset Finance Plc. Equipment Finance Limited and entry of Santander Asset Finance Plc by conversion and increase of the previously The Club Vehicle Funding Agreement was initially entered into for independent Santander Facility, signed on October 10, 2014 a term of three years, with two successive options for one year for an initial amount of £30 million). The amount of the Club extensions exercisable on the fi rst and second anniversaries of Facility is now £400 million, together with an uncommitted the date of the agreement. Under the amendment entered into “Seasonal Facility” of £100 million, provided by the banks on September 20, 2016, ECG UK exercised its second extension participating in the Club Facility, in each year between the option, having exercised the fi rst option on October 1, 2015.

EUROPCAR REGISTRATION DOCUMENT 2016 141 03 FINANCIAL AND ACCOUNTING INFORMATION THE GROUP’S LIQUIDITY AND CAPITAL RESOURCES

The obligations of the Club Hirer under the Club Facility are The borrowers’ obligations under the new Lex Autolease facility guaranteed by ECUK, PremierFirst Vehicle Rental EMEA is secured by way of title in the assets funded. The facility Holdings Limited, PremierFirst Vehicle Rental Holdings Ltd., contains afﬁ rmative and negative covenants customary for this PremierFirst Vehicle Rental Franchising Ltd. and Provincial type of facility. The facility also contains customary events of Assessors Ltd. (collectively the “Club Guarantors”). default for this type of facility.

SECURITY THE LLOYDS FACILITIES The Club Hirer’s obligations under the facility are secured by On October 1, 2014, ECGUK entered into two working capital way of: (i) title in the assets funded, (ii) ﬁ xed charges on the bank facilities with Lloyds: an overdraft with a limit of £5 million and account into which such proceeds are paid, (iii) guarantees a revolving credit facility with a limit of £15 million. from the Club Guarantors, (iv) debentures from each of the The overdraft (the ‘Overdraft Facility’) was renewed in 2016, Club Hirer, PremierFirstVehicle Rental Franchising Limited and in contrast to the revolving credit facility that terminated on Provincial Assessors Limited, and (v) a security assignment of September 29, 2016, and has not been extended. the manufacturer’s buy-back commitments relating to assets funded by the Club Vehicle Funders. THE OVERDRAFT FACILITY

COVENANTS On October 1, 2014, ECGUK and PremierFirst Vehicle Rental Holdings Limited, as borrowers, and Lloyds, as lender, entered The facility contains affirmative and negative covenants into an overdraft facility agreement pursuant to which Lloyds customary for this type of facility including restrictions on provided a £5 million net/£10 million gross overdraft facility to creation of security interests over the assets of certain ECGUK and certain of its subsidiaries for general overdraft members of ECGUK, the periodic delivery of fi nancial and other purposes (the “Overdraft Facility”). Lloyds reviews the facility information, and certain fi nancial covenants and fl eet tests. periodically and at least once a year. In particular, ECUK must ensure that: Interest is payable on all advances under the Overdraft Facility a the net assets of ECGUK are not less than GBP 60 million; at the annual rate which is the sum of the then applicable margin, LIBOR and the mandatory costs (if any). In addition to a the ratio of earnings before interest, tax, depreciation and the interest charges, commitment fees are payable. Interest is amortization to fi xed charges must not be less than 1.00; and payable on all amounts owing under the Overdraft Facility at a the ratio of coverage of the fl eet must be no more than 1.00. the annual rate which is the sum of the applicable margin and the then applicable base rate. As at December 31, 2016, ECUK complied with all these fi nancial covenants. The Overdraft Facility may be cancelled by Lloyds at any time and all outstanding advances, together with accrued interest, Subject to certain permitted exceptions, the facility also may become immediately due and payable. includes restrictions on making distributions (including by way of dividend). On the occurrence of certain events, including a change of control, the Overdraft Facility may be cancelled and all EVENTS OF DEFAULT outstanding advances, together with accrued interest, may The facility contains events of default customary for these become immediately due and payable. types of agreements, including, (i) breach of the terms of the Obligations under the Overdraft Facility are secured by English Club Vehicle Funding Agreement, (ii) breach of certain other law debentures granted by certain members of the Europcar funding or rental agreements, (iii) insolvency and cross default UK Group in favor of Lloyds. provisions, (iv) repayment default and (v) non-compliance with covenants. The Overdraft Facility contains affirmative and negative covenants customary to this type of agreement including THE LEX AUTOLEASE FACILITY periodic delivery of fi nancial information and maintenance of certain fi nancial performance targets. On October 1, 2014 ECGUK entered into a master contract hire agreement with Lex Autolease Limited to fi nance the purchase The Overdraft Facility letter sets out events of default customary of the Group’s UK fl eet vehicles via an operating lease facility for these types of facilities including, subject to certain cure of £55 million. The master contract hire agreement ends on periods, events of default for non-payment, breaches of December 31, 2019. representations and warranties and undertakings, and insolvency-related events.

142 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION INVESTMENTS

(I) ASSETS FINANCING IN AUSTRALIA a its minimum cumulative net profi t before tax is within 85% of AND NEW ZEALAND the Company’s budget. As at December 31, 2016, National Australia Bank (NAB), At December 31, 2016, Europcar Australia complied with all Toyota Financial Services (TFS), Commonwealth Bank of these fi nancial covenants. Australia, Westpac Bank, Bank of Queensland, Mercedes Financial Services, Alphabet (BMW) Financial Services and other Australian and New Zealand fi nancial institutions have provided 3.2.3.3 Equity Europcar Australia and Europcar New Zealand with senior The equity attributable to the owners of the Group totaled credit facilities (the “Australian and New Zealand Asset €630.5 million as of December 31, 2016 compared to Financing Facilities”), including revolving and non-revolving €561.4 million as of December 31, 2015.The increase in 03 fl eet operating and fi nance leases for up to AUD341 million. Group equity is almost exclusively linked to the positive These facilities are renewed annually and fi nance the fl eet in income generated by the Group in 2016, which amounted Australia and New Zealand. to €119 million. This increase was partially offset by various The facilities are secured by fi xed and fl oating charges over effects, including negative translation differences in the amount Europcar Australia and Europcar New Zealand assets, including of €24 million, and actuarial losses related to pension plans goodwill and uncalled capital and called but unpaid capital, totaling €23 million. together with the relative insurance policy assigned. There are also performance guarantees for the facilities. 3.2.3.4 Contractual obligations and These facilities include covenants. In particular, Europcar off-balance sheet commitments Australia must ensure that: Refer to Section 3.2.3 “Description of funding at a its minimum net worth, i.e., total shareholders’ equity, is December 31, 2016” and to Note 33 “Off-balance sheet always greater than AUD 58 million; commitments” to the consolidated fi nancial statements for the a its fl eet utilization rate is above 70% on average over the year ended December 31, 2016. year; and

3.3 INVESTMENTS

3.3.1 Investment History

The Group’s capital expenditures are primarily related to 3.3.1.1 Rental Vehicle Fleet infrastructure and IT systems equipment, and to the equipment and modernization of the rental agencies. The Group recognizes its entire ﬂ eet of vehicles, either on the balance sheet, or off-balance sheet for vehicles acquired under If the acquisition is recognized in the balance sheet, the on lease agreements that meet the criteria for operating leases. expenses relating to the acquisition of vehicles are not recorded The Group’s gross expenses relating to the acquisition of as a capital expenditure, but as operating expenses. vehicles totaled €2.4 billion, €2.4 billion and €1.9 billion for the years ended December 31, 2016, 2015 and 2014 respectively. These expenses are primarily ﬁ nanced by specific loans. The revenue from the sale of vehicles at the end of their period of use is used to repay these loans.

EUROPCAR REGISTRATION DOCUMENT 2016 143 03 FINANCIAL AND ACCOUNTING INFORMATION INVESTMENTS

The following table shows the composition of the Group’s rental vehicle ﬂ eet, by type of acquisition and ﬁ nancing:

% of total volume of vehicles purchased

Type of acquisition and ﬁ nancing 2016 2015 2014

Vehicles purchased with manufacturer or automobile dealer buy-back arrangement fi nanced via the balance sheet 46% 46% 43% Vehicles purchased with manufacturer or automobile dealer buy-back arrangement and fi nanced through rental agreements that meet the criteria for operating leases 46% 46% 49% TOTAL FLEET PURCHASED WITH BUY-BACK ARRANGEMENTS 92% 92% 92% Vehicles purchased without manufacturer or dealer buy-back arrangement (“at risk” vehicles) 7% 7% 7% Vehicles fi nanced through rental agreements qualifying as fi nance leases 1% 1% 1% TOTAL PURCHASES OF RENTAL FLEET 100% 100% 100%

For more information on the Group’s rental vehicle ﬂ eet, see 3.3.1.3 Acquisitions/Joint Ventures Section 1.6.8 “Group Fleet”; for more information on the cash ﬂ ows related to vehicle purchases, see Section 3.2 “Liquidity In 2016, the Group continued to expand by buying back two and capital resources”. franchises in France and Ireland and by increasing its presence in the mobility sector.

3.3.1.2 Capital Expenditures Through Ubeeqo, an innovative start-up in the mobility segment in which Europcar has a majority stake, the Group acquired The Group’s capital expenditures (acquisitions of intangible Bluemove, the car-sharing leader in Spain, and GuidaMi, the assets and property, plant and equipment, net of disposals) benchmark player in closed loop car-sharing in Milan. rose to €31 million in 2016, up from €23.8 million in 2015. In the UK, the Group acquired Brunel, a company specializing These items represent expenditures for IT development and in private chauffeured services available on mobile applications, for expenditures for other equipment (computer hardware and which targets mainly business customers. software, furniture, furnishing, ﬁ xtures and ﬁ ttings). In Italy, the Group also acquired a 20% stake in Wanderio, a IT development expenditures are related to installation of new multi-mode research and comparison platform. business tools for better organization and coordination with business customers for small and medium enterprises. In addition, the launch of new products for use by customers, but also to improve the Customer Experience, required a set of IT expenditures.

3.3.2 Investments in Progress

Refer to Section 3.3.3. “Future Investments” below.

144 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

3.3.3 Future Investments

To support its efforts to develop and implement innovative market, or by acquiring companies developing in the new mobility solutions, the Group plans to continue its investments mobility market. as part of its 2020 plan designed to improve its information At the registration date of this document, and with the system architecture to make it more open and fl exible in order exception of the obligations associated with the purchase of to facilitate the integration of apps developed by third parties vehicles fi nanced by special loans which can be repaid with (see Section 1.6.11 “Information Systems”). the proceeds from the sale of vehicles at the end of their useful 03 The Group’s strategies for 2020 provide for the possibility life, the Company has not entered into any other signifi cant of assessing any acquisition that will expand its scope by commitment for future investments (see Note 33 “Off Balance purchasing in countries in which the Europcar brand already Sheet Commitments” in the Group’s consolidated fi nancial operates, by acquiring direct competitors in the vehicle rental statements for the year ended December 31, 2016).

3.4 CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

Consolidated statement of income

At December 31, At December 31, In thousands of euros Notes 2016 2015

REVENUE 2,150,758 2,141,923 Fleet holding costs 5 (536,295) (547,186) Fleet operating, rental and revenue related costs 6 (753,303) (726,990) Personnel costs 7 (339,158) (347,388) Network and head offi ce overhead costs 9 (215,897) (218,475) Depreciation, amortization and impairment expense 10 (32,335) (32,781) Other income 11 9,699 14,216 CURRENT OPERATING INCOME 283,469 283,319 Other non-recurring income and expenses 12 (20,721) (61,774) OPERATING INCOME 262,748 221,545 Gross fi nancing costs (94,189) (121,768) Other fi nancial expenses (28,855) (117,780) Other fi nancial income 1,983 11,956 Net fi nancing costs 13 (121,061) (227,592) PROFIT/LOSS BEFORE TAX 141,687 (6,047) Income tax benefi t/(expense) 14 (6,628) (37,637) Share of profi t/loss of associates accounted for under the equity method 18 (15,765) (12,074) NET PROFIT/(LOSS) FOR THE PERIOD 119,294 (55,758) Attributable to: a Owners of ECG 119,493 (55,602) a Non-controlling interests (199) (156) Basic earnings per share attributable to owners of ECG (in euros) 26 0.834 (0.449) Earnings per share attributable to owners of ECG (in euros) 26 0.825 (0.449)

EUROPCAR REGISTRATION DOCUMENT 2016 145 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Consolidated statement of comprehensive income

At December 31, 2016 At December 31, 2015

Tax Tax income/ income/ In thousands of euros Before tax (expense) After tax Before tax (expense) After tax

Net profi t/(loss) for the period 125,922 (6,628) 119,294 (18,121) (37,637) (55,758) Items that will not be reclassifi ed to profi t or loss (22,561) 5,129 (17,432) 4,179 (1,087) 3,092 Actuarial gains/(losses) on defi ned benefi t pension plans (1) (22,561) 5,129 (17,432) 4,179 (1,087) 3,092 Items that may be reclassifi ed subsequently to profi t or loss (27,859) - (27,859) 3,574 (20) 3,554 Foreign currency differences (24,051) (24,051) 12,271 12,271 Effective portion of changes in fair value of hedging instruments (3,665) - (3,665) (8,697) (20) (8,717) Net change in fair value of available-for-sale fi nancial assets (143) (143) - - - Other comprehensive income for the period (50,420) 5,129 (45,291) 7,753 (1,107) 6,646 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD 75,502 (1,499) 74,003 (10,368) (38,744) (49,112) Attributable to: a Group 74,202 (48,934) a Non-controlling interests (199) (178)

(1) Given the changes in the discount rate at December 31, 2016 based on the ﬁ rst-tier corporate bonds in Germany (2% at December 31, 2015 versus 1.30% at December 31, 2016) and the United Kingdom (3.85% at December 31, 2015 versus 2.60% at December 31, 2016), the employee beneﬁ t obligation for these two countries were remeasured by €(11.1) million and €(9.5) million respectively.

146 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Consolidated statement of ﬁ nancial position

In thousands of euros Notes At December 31, 2016 At December 31, 2015

ASSETS Goodwill 15 459,496 457,072 Intangible assets 16 715,209 713,136 Property, plant and equipment 17 84,102 89,236 03 Equity-accounted investments 18 14,083 22,035 Other non-current fi nancial assets 19 67,820 57,062 Deferred tax assets 14 58,743 55,730 TOTAL NON-CURRENT ASSETS 1,399,453 1,394,271 Inventories 20 16,843 15,092 Rental fl eet recorded on the balance sheet 21 1,640,251 1,664,930 Rental fl eet and related receivables 22 720,623 574,652 Trade and other receivables 23 365,200 357,200 Current fi nancial assets 19 77,003 37,523 Current tax assets 35,585 33,442 Restricted cash 24 105,229 97,366 Cash and cash equivalents 24 154,577 146,075 TOTAL CURRENT ASSETS 3,115,311 2,926,280

TOTAL ASSETS 4,514,764 4,320,551 Equity Share capital 143,409 143,155 Share premium 647,514 767,402 Reserves (111,681) (74,341) Retained earnings (losses) (48,706) (274,821) Total equity attributable to the owners of ECG 630,536 561,395 Non-controlling interests 730 961 TOTAL EQUITY 25 631,266 562,356 LIABILITIES Financial liabilities 27 953,240 801,183 Non-current fi nancial instruments 29 56,216 52,090 Employee benefi t liabilities 30 139,897 119,295 Non-current provisions 31 18,640 25,168 Deferred tax liabilities 14 107,848 131,132 Other non-current liabilities 246 306 TOTAL NON-CURRENT LIABILITIES 1,276,087 1,129,174 Current portion of fi nancial liabilities 27 1,224,442 1,263,783 Employee benefi ts 30 3,247 2,944 Current tax liabilities 39,227 24,511 Rental fl eet related payables 22 679,678 662,722 Trade payables and other liabilities 23 440,065 424,974 Current provisions 31 220,752 250,087 TOTAL CURRENT LIABILITIES 2,607,411 2,629,021 TOTAL LIABILITIES 3,883,498 3,758,195

TOTAL EQUITY AND LIABILITIES 4,514,764 4,320,551

EUROPCAR REGISTRATION DOCUMENT 2016 147 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Consolidated statement of changes in equity

Share attributable to ECG Non- Share Share Hedging Translation Retained Treasury controlling Total In thousands of euros capital premium reserve reserve earnings shares Total interests equity

BALANCE AT JANUARY 1, 2015 446,383 452,978 (36,771) (41,155) (664,250) - 157,185 950 158,135 Net profi t/(loss) for the period - - - - (55,602) - (55,602) (156) (55,758) Foreign currency differences - 12,271 - - 12,271 (22) 12,249 Effective portion of changes in fair value of hedging instruments - (8,697) - - - (8,697) - (8,697) Net change in fair value of available-for-sale fi nancial assets - - - - - Actuarial gains/(losses) on defi ned benefi t pension plans - - 4,179 - 4,179 4,179 Income tax relating to components of other comprehensive income (20) - (1,087) - (1,107) (1,107) Other comprehensive income/(loss) (8,717) 12,271 3,092 - 6,646 (22) 6,624 Capital increase preferred shares 73 1,437 - - - - 1,510 - 1,510 Capital increase through capitalization of premiums 99,406 (99,406) ------Capital decrease (441,483) - - - 441,483 -- - Capital increase IPO 38,776 436,224 - - - - 475,000 - 475,000 IPO fees - (23,831) - (23,831) - (23,831) Share-based payments - - - - 2,624 - 2,624 - 2,624 Cancellation of treasury shares - - - - 31 31 - 31 Purchase of shares from non-controlling interests - - - - (1,457) - (1,457) (1,835) (3,292) Change in non-controlling interests - - - - (711) - (711) 2,024 1,313 Transactions with owners (303,228) 314,424 441,939 31 453,166 189 453,355 BALANCE AT DECEMBER 31, 2015 143,155 767,402 (45,488) (28,884) (274,821) 31 561,395 961 562,356

148 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Share attributable to ECG Non- Share Share Hedging Translation Retained Treasury controlling Total In thousands of euros capital premium reserve reserve earnings shares Total interests equity

BALANCE AT JANUARY 1, 2016 143,155 767,402 (45,488) (28,884) (274,821) 31 561,395 961 562,356 Net profi t/(loss) 03 for the period - - 119,493 - 119,493 (199) 119,294 Foreign currency differences - - (24,051) - - (24,051) - (24,051) Effective portion of changes in fair value of hedging instruments - (3,665) - - - (3,665) - (3,665) Change in fair value of fi nancial assets available for sale (143) - - - (143) - (143) Actuarial gains/(losses) on defi ned benefi t pension plans - - (22,561) - (22,561) - (22,561) Income tax relating to components of other comprehensive income - - - - 5,129 - 5,129 - 5,129 Other comprehensive income/(loss) (3,808) (24,051) (17,432) - (45,291) - (45,291) Increase in share capital 254 (254) - - - - Treasury shares purchased or sold - - (4,877) (4,877) - (4,877) Appropriation of profi t through the issue premium - (119,634) - - 119,634 -- -- Other (4,604) - 4,420 - (184) (32) (216) Transactions with owners 254 (119,888) (4,604) - 124,054 (4,877) (5,061) (32) (5,093) BALANCE AT DECEMBER 31, 2016 143,409 647,514 (53,900) (52,935) (48,706) (4,846) 630,536 730 631,266

EUROPCAR REGISTRATION DOCUMENT 2016 149 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Consolidated cash ﬂ ow statement

At December 31, At December 31, In thousands of euros Notes 2016 2015 Profi t/(loss) before tax 141,687 (6,047) Reversal of the following items Depreciation and impairment charge on property, plant and equipment 17 14,894 15,277 Amortization and impairment charge on intangible assets 15, 16 17,056 17,893 Change in provisions and employee benefi ts (1) 30, 31 (23,015) 999 Recognition of share-based payments (304) 2,624 Costs related to the IPO - 8,692 Profi t/(loss) on disposal of assets - (394) Total net interest costs (2) 98,617 127,303 Redemption premium 56,010 Amortization of transaction costs 7,813 42,340 Amortization of bond issue premiums - Other non-cash items 346 1,465 Financing costs 106,776 227,118 Operating income before changes in working capital 257,094 266,162 Changes in the rental fl eet recorded on the balance sheet (3) (20,643) (232,851) Changes in fl eet working capital 22 (126,151) 34,869 Changes in non-fl eet working capital 23 3,997 (57,243) Cash generated from operations 114,297 10,937 Income taxes received/(paid) (4) (22,744) (39,669) Net interest paid (98,746) (137,334) Net cash generated from (used by) operations (7,193) (166,066) Acquisition of intangible assets and property, plant and equipment 15, 16, 17 (36,905) (29,172) Proceeds from disposal of intangible assets and property, plant and equipment 6,109 5,384 Other investments and loans -- Acquisitions and proceeds from disposal of fi nancial assets (27,562) (7,563) Acquisition of subsidiaries, net of cash acquired (5) (45,740) (23,872) Net cash used by investing activities (104,098) (55,223) Capital increase (net of related expenses) (6) - 448,203 (Purchases)/Sales of treasury shares (4,877) Issuance of bonds (7) 130,625 471,623 Redemption of bonds (8) - (780,010) Change in other borrowings (9) 11,271 123,310 Payment of transaction costs (6,451) (19,820) Swap cash payment -- Net cash generated from (used by) fi nancing activities 130,568 243,306 Cash and cash equivalents at beginning of period 229,368 206,317 Net increase/(decrease) in cash and cash equivalents after effect of foreign exchange differences 19,277 22,018 Effect of foreign exchange differences (138) 1,033 Cash and cash equivalents at end of period 24 248,507 229,368

(1) In 2016, the change in employee benefi ts was due to a downward trend in the discount rate (in Germany and the UK). (2) In 2016, reduction in net interest expense following the renegotiation of interest rates on borrowings at the time of the IPO. (3) Given the average holding period for the fl eet, the Group reports vehicles as current assets at the beginning of the contract. Their change from period to period is therefore similar to operating fl ows generated by the activity. (4) In 2016, reduction in taxes paid compared with 2015 given installments paid in France and Spain in 2015, and in the United Kingdom prior year’s regularizations and payment received in 2016 from the British tax authorities after the settlement of a litigation. (5) Including, in 2016 the acquisition of the Locaroise, French franchisee, for €8.3 million, the Irish franchisee for €23.6 million, Brunel for €6.3 million, and an equity interest in Wanderio for €1.1 million, the exercise of the fi rst step in the Ecar put for €0.8 million, and the subscription to the Car2go capital increase for €6.3 million. (6) In 2015, represents capital increases on May 15 and June 26 in a total amount of €476.5 million net of fees paid (€8.7 million recognized as other non-current expenses and €19.6 million of the €23.6 million allocated to the issue premium). (7) In 2015, linked to the issue of the €475 million in high yield bonds issued at 99.289% (see Note 27); in 2016, a new bond issue for €125 million. (8) In 2015, linked to early redemption of the €324 million and €400 million high-yield bonds, and to payment of redemption premiums of €56 million. (9) In 2016, repayment of the RCF.

150 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Notes

03 NOTE 1 GENERAL OVERVIEW 152 NOTE 2 SIGNIFICANT ACCOUNTING POLICIES 153 NOTE 3 CHANGES IN SCOPE OF CONSOLIDATION 164 NOTE 4 SEGMENT REPORTING 165 NOTE 5 FLEET HOLDING COSTS 168 NOTE 6 FLEET OPERATING, RENTAL AND REVENUE RELATED COSTS 168 NOTE 7 PERSONNEL COSTS 169 NOTE 8 SHARE-BASED PAYMENTS 169 NOTE 9 NETWORK AND HEAD OFFICE OVERHEAD COSTS 170 NOTE 10 AMORTIZATION, DEPRECIATION AND IMPAIRMENT EXPENSE 170 NOTE 11 OTHER INCOME AND EXPENSES 170 NOTE 12 OTHER NON-RECURRING INCOME AND EXPENSES 171 NOTE 13 NET FINANCING COSTS 171 NOTE 14 TAX 172 NOTE 15 GOODWILL 174 NOTE 16 INTANGIBLE ASSETS 176 NOTE 17 PROPERTY, PLANT AND EQUIPMENT 178 NOTE 18 EQUITY-ACCOUNTED INVESTMENTS 179 NOTE 19 FINANCIAL ASSETS 180 NOTE 20 INVENTORIES 180 NOTE 21 RENTAL FLEET RECORDED ON THE BALANCE SHEET 181 NOTE 22 RECEIVABLES AND PAYABLES RELATED TO THE RENTAL FLEET 181 NOTE 23 TRADE AND OTHER RECEIVABLES, TRADE AND OTHER PAYABLES 182 NOTE 24 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH 184 NOTE 25 CAPITAL AND RESERVES 184 NOTE 26 EARNINGS PER SHARE 186 NOTE 27 LOANS AND BORROWINGS 187 NOTE 28 FINANCIAL RISK MANAGEMENT 192 NOTE 29 DERIVATIVE FINANCIAL INSTRUMENTS 198 NOTE 30 EMPLOYEE BENEFITS 199 NOTE 31 PROVISIONS 203 NOTE 32 OTHER INFORMATION ON FINANCIAL ASSETS AND LIABILITIES 204 NOTE 33 OFF-BALANCE SHEET COMMITMENTS 207 NOTE 34 RELATED PARTIES 208 NOTE 35 CONTINGENCIES 209 NOTE 36 GROUP ENTITIES 210 NOTE 37 GROUP AUDITORS’ FEES 213 NOTE 38 SUBSEQUENT EVENTS 214

EUROPCAR REGISTRATION DOCUMENT 2016 151 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 1 GENERAL OVERVIEW

1.1 General information a On June 9, 2016, Europcar acquired Bluemove through Ubeeqo, the innovative mobility start-up in which Europcar Europcar Groupe S.A. Europcar Groupe S.A. (“ECG”) was took a majority share. Bluemove is a mobility tech start-up incorporated on March 9, 2006 with initial share capital of and car-sharing leader in Spain. €235,000 and was converted into a French joint stock company a On July 19, 2016 the Group announced the acquisition, (société anonyme) on April 25, 2006. ECG’s registered through its Lab (dedicated to innovation), of a minority stake offi ces are located at 2 rue René Caudron, 78960 Voisins-le- (20%) in the start-up Wanderio, a multimodal search and Bretonneux, France. comparison platform. Wanderio is an Italian start-up created ECG changed its governance on February 24, 2015 to take in 2013. the form of a joint stock company with a Management Board a On August 16, 2016 the Group acquired, through its UK and a Supervisory Board. subsidiary Europcar Group UK, 100% of the capital of ECG is the ultimate parent company of Europcar Groupe the British company Brunel Group Holdings Limited, the (the “Group”) which, leverages all of its experience in car and parent company of the Brunel group. Brunel is a ride-hailing utility vehicle rental for short and medium terms, offers various business and a leading provider of chauffeur and executive mobility solutions to its customers. Under its Europcar and driver services, which itself holds 100% of the shares of InterRent brands, the Group covers a wide range of markets British companies A&A Luxury Chauffeurs Limited, Brunel and customers, both private and business, with services Carriage Limited, Brucar Limited, and Brunel Corporate ranging from luxury to low-cost. Facilities Limited. Through this acquisition, Europcar is able to meet its corporate customers’ highest expectations thanks ECG was fi rst listed on the regulated market of Euronext Paris to a dedicated tailor made service. These services are also on June 26, 2015 (Compartment A; ISIN code: FR0012789949; available worldwide through a global network of partners in ticker: EUCAR). 75 countries, covering 480 cities. a On September 27, 2016, the Group announced improved 1.2 Main events of the period terms and conditions for its SARF (Senior asset Revolving Facility) and the associated interest rate swaps. The senior tranche of the fleet securitization (SARF), “A” rated by In 2016, the Group made several acquisitions thereby Standard & Poor’s, has been increased by €200 million to implementing its ambitious program to offer a complete line €1.3 billion with an improved margin by 20 bps to Euribor of mobility solutions to its customers and to strengthen its +150bps. The renegotiation has extended the fi nal maturity presence in the vehicle rental industry. It also completed a new from July 2019 to July 2020. In addition, the related interest bond issue and optimized its fl eet asset-backed fi nancings. rate hedging instruments have been restructured and a On May 19, 2016 the Group announced the acquisition of increased by €200 million to €1.2 billion with improved Locaroise, the 3rd largest French franchisee, by its subsidiary fi nancial terms. Europcar France. Locaroise has a long-established a On December 12, 2016, the Group fi nalized the acquisition commercial presence in the Northern region of France. This of Europcar Ireland, one of its biggest franchisees in terms transaction was completed in July, 2016. of revenue. Through this acquisition, the Group extends its a On June 2, 2016 the Group announced the success of corporate network from 9 to 10 countries, benefi ting from its offering of €125 million of additional Senior Notes. The strong leisure fl ows coming from all its subsidiaries, and improved conditions at 4.5140% yield to worst or 4.8790% strengthens its mobility footprint with the acquisition of the yield to maturity refl ect the enhanced credit profi le of the car rental and car-sharing activities. Indeed, in addition to Group and investors’ appetite in the company’s prospects. the car rental activities, the Group also acquires Europcar The Notes will be fungible with the existing €475 million Ireland’s car-sharing service that was launched in 2012 under 5.750% Senior Notes due 2022 issued in June 2015, the brand GoCar. increasing the total principal amount of this bond to a By the end of December 2016, the Group acquired GuidaMi €600 million. The proceeds of the additional notes amount through Ubeeqo, an innovative start-up in the mobility to €131 million. Europcar intends to use the net proceeds of market, in which Europcar owns a majority share. GuidaMi the additional Senior Notes primarily to fund its acquisition the station-based car-sharing reference company in Milan. program, as well as for its general corporate purposes.

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NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

2.1 Principles of account preparation In 2016, the Group did not elect to apply ahead of time the amendments approved by the European Union, particularly The consolidated fi nancial statements of Europcar Groupe concerning: were prepared in accordance with the principles defi ned by the a IFRS 15 – Revenue from Contracts with Customers; International Accounting Standards Board (IASB) as adopted a by the European Union. This framework is available on the IFRS 9 – Financial Instruments. 03 website of the European Commission: http://ec.europa.eu/ The effects of applying IFRS 15 and its amendments for fi nance/accounting/ias-evaluation/index_en. htm. clarifi cation to the accounting of revenue as from January 1, The international framework comprises IFRS (International 2018 are currently being assessed. These should not be Financial Reporting Standards), IAS (International Accounting signifi cant given the nature of the Group’s business. The effects Standards) and their SIC (Standing Interpretations Committee) of applying IFRS 9 to fi nancial instruments as from January 1, and IFRIC (International Financial Reporting Interpretations 2018 are currently analysed and the Group doesn’t expect any Committee) interpretations. signifi cant impact. The IFRS consolidated fi nancial statements of the Europcar The following published standards, amendments and Groupe for the year ended December 31, 2016 were approved interpretations, which are mandatory after 2016 but not yet by the Management Board on February 27th, 2017 and adopted by the European Union, may affect the Group’s examined by the Supervisory Board. They are subject to the fi nancial statements: approval of the Shareholders’ Meeting of May 10th, 2017. a IFRS 16 – Leases; The fi nancial statements were prepared under the historical a IFRIC 22 – Foreign Currency Transactions and Advance cost convention, except for the valuation of certain fi nancial Consideration; instruments. a amendments to IFRS 15 – Clarifi cations to IFRS 15; These consolidated financial statements are presented in a euros (€), which is ECG’s functional currency and the Group’s amendments to IAS 12 – Recognition of Deferred Tax Assets presentation currency. All fi nancial information presented in for Unrealized Losses; euros (€) has been rounded to the nearest thousand euros a amendments to IAS 7 – Disclosure Initiative, Presentation of unless otherwise stated. Financial Statements; a amendment to IFRS 2 – Classifi cation and Measurement of 2.2 Basis of measurement Share-based Payments; a annual improvements 2014-2016; The accounting policies used to prepare the consolidated a amendments to IAS 40 – Transfers of Investment Property. fi nancial statements are consistent with those used for the year ended December 31, 2015, with the exception of the The effects of applying IFRS 16 on Leases as from January 1, following standards, which are mandatory for accounting 2019 (subject to adoption by the European Union) will be periods beginning on or after January 1, 2016: assessed in 2017. a amendments to IAS 1 – Disclosure initiative, Presentation of Financial Statements; 2.3 Use of estimates and judgments a amendments to IAS 16 and IAS 38 – Clarifications on acceptable amortization and depreciation methods; The preparation of fi nancial statements requires management to make judgments, estimates and assumptions which impact a amendments to IAS 19 – Employee Benefi ts; the amounts presented for existing assets and liabilities in a annual improvements 2010-2012 and 2012-2014; the consolidated statement of financial position, income a amendments to IFRS 11 – Accounting for Acquisitions of and expense items in the consolidated income statement, Interests in Joint Operations. and disclosures in the notes to the consolidated financial statements. Application of these new standards and amendments did not have a material impact on Europcar’s consolidated fi nancial Due to the uncertainty inherent to all measurement processes, statements. these estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

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The Group formulates assumptions and, on this basis, 2.4 Basis of consolidation regularly prepares estimates relating to its various activities. These estimates are based on past experience and factor in the economic conditions prevailing at the reporting date and (i) Subsidiaries the information then available. Those economic trends are specifi cally reviewed on a country-by-country basis. Europcar Groupe’s fi nancial statements include the accounts of the parent company ECG, and those of its subsidiaries for Depending on changes in assumptions, or in the eventuality the year ended December 31, 2016. of conditions differing from those that were initially expected, amounts recorded in future fi nancial statements may differ from Subsidiaries are all entities (including special purpose entities), current estimates. Future results may also differ from these directly or indirectly controlled by ECG. Control exists when estimates. ECG has the ability to direct an investee’s relevant activities, is exposed to variable returns and has the ability to affect those With respect to the vehicle rental business, estimates returns through power over an investee. In assessing control, specifi cally cover: substantive potential voting rights that are currently exercisable a the residual value of at risk vehicles (see “rental fl eet”); or convertible are taken into account. The fi nancial statements of subsidiaries are included in the consolidated financial a the fair value of vehicles purchased with a manufacturer or statements from the date that control commences until the dealer buy-back commitment when badly damaged or stolen date that control ceases. (see “rental fl eet”); The acquisition method of accounting is used to account for a the evaluation of the ultimate cost of claims made against the acquisition of subsidiaries by the Group. At the acquisition the Group for self-funded insured accidents using actuarial date, ECG transfers the consideration, acquires the assets and techniques generally accepted and used in the insurance assumes the liabilities of the acquiree. industry. The assets acquired and the liabilities assumed (including In addition, estimates also cover: contingent consideration) are valued at fair value at the a fair value measurement of assets and liabilities during acquisition date. allocation of the acquisition cost of business combinations; Acquisition-related costs are expensed as incurred. a the value of non-listed equity investments available for sale On an acquisition-by-acquisition basis, the Group recognizes (see Note 19) and derivative fi nancial instruments recorded any non-controlling interests in an acquiree either at fair value at fair value in the Group’s statement of fi nancial position or at the non-controlling interest’s proportionate share of the (see Note 29); acquiree’s net assets. Depending on the nature of the business a estimates of future cash fl ows as part of impairment tests combination, the Group may elect to use either of these options. for goodwill recorded in the statement of fi nancial position At the acquisition date, the difference between: and capitalized assets including trademarks (see Notes 15 and 16); a the fair value of the consideration transferred (including contingent consideration), plus non-controlling interests in the a amounts of deferred taxes that may be recognized in the acquired company and, where applicable, the acquisition- statement of fi nancial position (see Note 14); date fair value of the acquirer’s previously held equity interest a measurement of post-employment benefits and other in the acquired company revalued through profi t or loss; employee benefi ts (see Note 30); a and the acquisition-date fair value of the identifi able assets a provisions for disputes and litigation and valuation of required and liabilities assumed; contingent liabilities (see Notes 31 and 35). is recorded as goodwill. If the difference arising from the calculation above is negative, it is recognized directly in the income statement. Accounting policies of subsidiaries are amended where necessary to ensure consistency with the policies adopted by the Group.

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(ii) Transactions and non-controlling interests (v) Special Purpose Entities

The Group treats transactions with non-controlling interests as Special purpose entities (SPEs), such as SecuritiFleet transactions between equity owners of the Group. In the case companies, Euroguard, the Protected Cell Insurance & of an additional acquisition of shares in a previously-controlled Reinsurance SPE, FCT Sinople and EC Finance plc are entity, the difference between the consideration paid and the consolidated when the relationship between the Group and corresponding share acquired in the carrying amount of net the SPE indicates that the SPE is in substance controlled by assets of the subsidiary is recorded in equity. When the Group the Group. SPEs are entities which are created to accomplish ceases to exercise control, any remaining interest in the entity is a specifi cally-defi ned objective. remeasured to its fair value, with the change in carrying amount recognized in profi t or loss. 03 2.5 Reclassifi cation of exchange gains/ The minority shareholders of certain fully consolidated subsidiaries benefi t from commitments made by the Group losses in profi t and loss to purchase their shares. In the absence of specifi c provisions under IFRS, the Group recognizes these commitments as Exchange gains/losses recognized in other comprehensive follows: - the value of the commitment at the reporting date is income are reclassifi ed in profi t and loss only in the case of a recorded in “Other non-current liabilities”; - the corresponding total disposal. A partial disposal is defi ned by the Group as the non-controlling interests are canceled. For acquisitions where disposal of an interest in a subsidiary (and not as a decrease control was gained after January 1, 2010, and in application of in the investment). IFRS 3 revised and IFRS 10, the corresponding entry for this liability is deducted from equity attributable to non-controlling interests up to the carrying amount of the relevant non- 2.6 Foreign currency translation controlling interests and deducted from total equity attributable to the owners of ECG to cover any additional amounts. The liability is revalued at each reporting date at the current (i) Functional and presentation currency redemption value, i.e. the present value of the exercise price Items included in the financial statements of each of the of the put option. Any change in value is recognized in equity. Group’s entities are measured using the currency of the primary This accounting method has no effect on the presentation of economic environment in which the entity operates (“the non-controlling interests in the income statement. functional currency”). The consolidated fi nancial statements are presented in euros (€), which is ECG’s functional currency (iii) Associates and the Group’s presentation currency. Associates are entities over which the Group has signifi cant infl uence enabling it to participate in fi nancial and operating (ii) Foreign currency transactions and balances policy decisions. Transactions in foreign currencies are translated into the The Group’s interests in associates are consolidated using the functional currency at the foreign exchange rate at the equity method. The investment is recorded at cost and adjusted transaction date. Monetary assets and liabilities denominated for changes subsequent to the transaction in accordance with in foreign currencies at the reporting date are translated the investor’s share in the net assets of the associate. When into euros at the foreign exchange rate at that date. Foreign the Group’s share of losses exceeds its interest in an associate, exchange differences arising on translation of monetary assets the Group’s carrying amount is reduced to nil and recognition and liabilities are recognized in the income statement. Non- of further losses is discontinued except to the extent that the monetary assets and liabilities measured at historical cost Group has a legal or implicit obligation to make payments on in a foreign currency are translated using the exchange rate behalf of the associate. at the transaction date. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value (iv) Partnerships are translated into euros at the foreign exchange rate at the fair value measurement date. Joint ventures are entities over whose activities the Group has joint control, established by contractual agreement. The (iii) Financial statements of foreign operations Group’s interests in joint ventures are accounted for under the equity method, as is the case for related companies. The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, The Group does not have any joint activities. are translated into euros at the foreign exchange rate at the reporting date, while equity is translated at historical rates. The revenues and expenses of foreign operations are translated into euros at weighted average rates. All resulting exchange differences are recognized as Other comprehensive income within equity.

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(iv) Exchange rates

The exchange rates used for the years ended December 31, 2016 and December 31, 2015 are:

December 31, 2016 December 31, 2015

Average rate Closing rate Average rate Closing rate

Sterling (GBP) 1.220 1.168 1.377 1.362 Australian Dollar (AUD) 0.672 0.685 0.677 0.671 US Dollar (USD) 0.903 0.949 0.901 0.919

Source: Banque de France.

2.7 Goodwill 2.8 Intangible assets other than goodwill

Goodwill recognized in local currency is not amortized and is subject to an impairment test performed at least annually, or (i) Trademarks and licenses more frequently if there is evidence that it may be impaired. Trademarks with an indefi nite useful life For the purpose of impairment testing, goodwill is allocated to cash-generating units (CGU) or groups of cash-generating units The Europcar trademark has been recognized at cost with an that are expected to benefi t from the business combination in indefi nite useful life and is not amortized. It is tested annually for which the goodwill arose. impairment based on the relief-from-royalty method. A CGU is defi ned as the smallest identifi able group of assets Impairment charges for trademarks are accounted for in “Other that generates cash infl ows that are largely independent of the non-recurring income and expenses” in the consolidated cash infl ows from other assets or groups of assets. Goodwill income statement. is allocated by operating segment and within the corporately- Trademarks with a fi nite useful life owned rental business segment by country. Trademarks and licenses that have a finite useful life are The recoverable value of a CGU is based on the higher of its carried at cost less accumulated amortization. Amortization is fair value less costs to sell and its value in use determined using calculated using the straight-line method to allocate the cost the discounted future cash fl ow method. When this value is less of trademarks and licenses over their estimated useful lives, than its carrying amount, an impairment loss is recognized in or over the life of the underlying contract (10 years). They are the income statement. The impairment loss is fi rst recorded tested for impairment if there is evidence that they may be as an adjustment to the carrying amount of goodwill allocated impaired. to the CGU and the remainder of the loss, if any, is allocated to the other long-term assets of the unit on a pro rata basis. The Group does not own any trademarks with a fi nite useful life. Goodwill arising from acquisitions of associates is included in “Investments in associates” and the total amount of goodwill (ii) Computer software and operating systems is tested for impairment. Acquired computer software licenses are capitalized on the Any impairment of goodwill is recorded in “Goodwill impairment basis of the costs incurred to acquire them and bring them into expense”. use. These costs are amortized over their estimated useful lives (see below). Costs associated with developing or maintaining computer software programs are recognized as an expense as incurred. Costs that are directly associated with the development of identifi able and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognized as intangible assets. These costs include the costs of the employees allocated to developing the software and a portion of relevant overheads directly attributable to developing the software.

156 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Computer software development costs recognized as assets (iii) Subsequent costs are amortized over their estimated useful lives (see below). The Group recognizes within the carrying amount of an item of property, plant and equipment, the cost of replacing part of (iii) Intangible assets such an item when that cost is incurred, if it is probable that Other intangible assets that are acquired by the Group are the Group will gain future economic benefi t from the item and stated at cost less accumulated amortization (see below) and the cost of the item can be measured reliably. All other costs impairment losses. They include the right to operate trademarks are expensed in the income statement as and when they are acquired under a business combination. incurred. The cost of repairs and interest on borrowings are recognized as current expenses. (iv) Amortization 03 (iv) Amortization Intangible assets are amortized from the date they are available for use. Estimated useful lives are as follows: Land is not depreciated. Estimated useful lives are as follows: a trademarks with a fi nite useful life: 10 years; a buildings: 25 to 50 years; a leasehold rights: 10 years; a technical equipment and machinery: 6 to 12 years; a computer software: 3 years; a other equipment and offi ce equipment, including specialized tools: 3 to 15 years. a operating systems: 5 to 10 years. The useful life is reviewed annually.

2.9 Property, plant and equipment 2.10 Rental ﬂ eet

(i) Directly owned assets The Group operates a large fl eet purchased with or without a buy-back commitment. IFRS treats the accounting of assets Items of property, plant and equipment are stated at historical and liabilities differently depending on how these acquisitions cost less accumulated depreciation and impairment losses. are financed. Accordingly, vehicles purchased with debt Where parts of an item of property, plant and equipment have recorded in the balance sheet or through fi nance leases are different useful lives, these are accounted for as separate items recognized in the balance sheet as current assets, given the of property, plant and equipment and depreciated over their length of the Group’s operating cycle. Vehicles fi nanced by own useful lives. Repairs and maintenance costs are expensed operating leases are not recognized in the balance sheet. In as incurred. this case, the related commitments are recorded as off-balance sheet commitments. (ii) Leased assets (i) Directly owned rental fl eet IAS 17 defi nes a lease as being an agreement whereby the lessor conveys to the lessee in return for a payment, or series The fl eet operated by the Group is acquired through two types of payments, the right to use an asset for an agreed period of agreement: of time. a either with a manufacturer or dealer buy-back commitment Leases under which the Group assumes substantially all the (buy-back vehicles); risks and rewards of ownership are classifi ed as fi nance leases a without a manufacturer or dealer buy-back commitment (at (lessee accounting). Owner-occupied property acquired by way risk vehicles): of a fi nance lease is stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments Vehicles purchased with a manufacturer or dealer buy-back at inception of the lease, less accumulated depreciation and commitment impairment losses. One of the characteristics of the automotive industry is the sale/ purchase of vehicles with a buy-back commitment from the manufacturer or dealer after a predetermined term, generally less than 12 months.

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Such agreements are treated for accounting purposes as The value of the vehicles is initially measured at cost, including operational pre-paid vehicle leases insofar as: any import duties, non-refundable purchase taxes and any costs directly attributable to bringing the vehicle to the rental a the Group does not have control of the vehicle because it location and preparing it for rental. Upon acquisition, at-risk cannot sell it; vehicles are depreciated on a straight-line basis over the a the contract only gives it the right to use the asset over a planned holding period and projected residual value. Over limited time; and the holding period, the residual value is regularly reviewed taking into account the state of the used vehicle market, and a the asset retains a signifi cant part of its value at the time of is adjusted if necessary. its repurchase by the manufacturer. In most cases, the holding period for a car does not exceed This accounting method is consistent and symmetrical with the 12 months. For vans and trucks, the holding period can range recognition adopted by manufacturers, which consider the risks from 12 to 24 months. Consequently, although “at-risk vehicles” and rewards of ownership not to have been transferred since are similar to fi xed assets, the Group classifi es these vehicles they retain the residual risk on the asset’s value and since this in the balance sheet as current assets under “Fleet included in risk is signifi cant. the balance sheet” – see Note 21. The amount recorded represents the acquisition cost of the vehicles (net of volume rebates) and is the sum of two amounts (ii) Fleet fi nanced by leases representing two distinct current assets: The operated fl eet may be fi nanced by leases with fi nancial a the “Vehicle buy-back agreement receivable”, representing institutions or with the fi nance divisions of car manufacturers the agreed buy-back price (the obligation of the manufacturer which meet either the fi nance lease or the operating lease or dealer); repurchase prices for buy-back vehicles are criteria. The accounting principles are in such cases identical contractually based on either (i) a predetermined percentage to those mentioned in the Section on property, plant and of the original vehicle price and the month in which the vehicle equipment – leased assets. is repurchased, or (ii) the original capitalized price less a set economic depreciation amount, in either case subject to Operating leases adjustments depending upon the condition of the vehicle, Contracts in which lessors do not transfer to Europcar the mileage and holding period. signifi cant risks and rewards of ownership in substance meet a the “Deferred depreciation expense on vehicles”, representing the operating lease criteria as defi ned by IAS 17. Accordingly, the difference between the acquisition cost of the vehicle the vehicles concerned are not recorded in the balance sheet. and the agreed buy-back price. This asset is depreciated The rents paid for these vehicles are disclosed in Note 33 (a) through the income statement on a straight-line basis over “Operating leases.” the contractual holding period of the vehicle. Finance leases In view of the length of time for which these assets are held, By contrast, when Europcar is exposed to a signifi cant residual the Group recognizes these vehicles as current assets at the value risk under leasing arrangements with fi nancial institutions outset of the contract. or the fi nance divisions of car manufacturers, the arrangement For stolen vehicles, the Group recognizes an impairment charge is considered to be a fi nance lease. against the value of the corresponding “Vehicle buy-back In this case, such contracts are recognized in the balance sheet agreement receivable” over a three-month period following the offsetting a liability. These assets are depreciated over their event. For badly damaged vehicles, the Group adjusts the value expected useful lives on the same basis as owned assets or of the corresponding receivable on the basis of independent over the term of the relevant lease if shorter. appraisal of the damaged vehicle. As is the case for “at-risk” vehicles, their average holding period Vehicles purchased without a manufacturer or dealer buy-back generally does not exceed 12 months. Therefore, vehicles commitment (at risk vehicles): fi nanced under fi nance lease arrangements are recorded as Vehicles purchased without manufacturer or dealer buy-back current assets. commitment are reported by the Group as “at risk” vehicles.

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2.11 Receivables and payables related 2.13 Cash to the rental fl eet Cash includes cash and cash equivalents and restricted cash. Rental fl eet related receivables include: a fleet receivables due by car manufacturers or dealers (i) Cash and cash equivalents repurchasing the vehicles after the vehicle has been returned Cash comprises cash in hand. to the car manufacturer at the end of the holding period (buy-back agreements). The fl eet receivables are recorded Cash equivalents include short-term and highly liquid at fair value, which corresponds to their nominal value. These investments such as marketable securities and obligations with receivables fall due within one year and are impaired if their a maturity of less than three months at the acquisition date, 03 carrying amount is greater than the estimated recoverable readily convertible to a known amount of cash and subject to amount; an insignifi cant risk of a change in value. Financial instruments classifi ed as cash and cash equivalents are accounted for at a the full amount of the Group’s VAT receivables, since the fair value through profi t and loss. major portion of these are fl eet-related. Rental fl eet payables are amounts due to car manufacturers or (ii) Restricted cash dealers. These payables are recorded at fair value and fall due within one year. Rental fl eet related payables include the full Cash and cash equivalents are considered as restricted when amount of the Group’s VAT payables, since the major portion they are (i) used to cover the future settlement of insurance of the Group’s VAT payables is fl eet related. claims or (ii) not immediately available for fi nancing the activity of the subsidiaries. Therefore, cash located in the following fl eet In addition, the rental fl eet and related payables and receivables and insurance SPEs is considered restricted: include the effects of a major operating lease signed in 2009 a under which the Group acquires vehicles from a manufacturer Securitifl eet Holding and Securitifl eet Holding Bis; and sells them immediately to the lessor. The receivable a FCT Sinople (securitization mutual fund); (from the manufacturer) and payable (to the lessor) amounts a recorded at inception of the lease are settled when the vehicles EC Finance Plc; and are returned to the manufacturer according to the buy-back a Euroguard, a captive insurance structure. arrangement. The asset from the manufacturer and liability to the lessor are of an equivalent amount that cannot be offset in Restricted cash and restricted cash equivalents are presented the balance sheet in the absence of an enforceable right held separately from cash and cash equivalents. by the Group.

2.12 Trade and other receivables 2.14 Financial instruments

Trade receivables are amounts due from customers for Financial instruments are contracts that give rise to a fi nancial services performed in the regular course of business, which asset in one entity and a fi nancial liability or equity instrument are recognized initially at fair value and subsequently measured in another entity. at amortized cost using the effective interest method, less any provisions for impairment. A provision is recognized in respect The Group classifies its financial assets in the following of impairment of trade receivables when there is objective categories: fi nancial instruments at fair value through profi t or evidence that the Group will not be able to collect all amounts loss, loans and receivables, held-to-maturity investments and due according to the original terms of a receivable. Signifi cant available-for-sale fi nancial assets. fi nancial diffi culties of the debtor, probability that the debtor Financial liabilities are classifi ed in the following categories: will enter bankruptcy or fi nancial reorganization, and default or fi nancial liabilities at fair value through profi t or loss and other delinquency in payments are considered to be indicators for fi nancial liabilities. Management determines the classifi cation of trade receivable impairment. fi nancial assets and liabilities at initial recognition. The impairment loss is recognized in the consolidated income statement in “Fleet operating, rental and revenue related costs” (see Note 6).

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(i) Loans and receivables previously recognized directly in equity is transferred out of equity and recognized in the income statement. This category is for non-derivative fi nancial assets with fi xed or determinable payments that are not quoted on an active Impairment losses recognized in the income statement on market, which arise from the lending of money, or supply of equity instruments are not reversed through the income goods or services. They include loans acquired, receivables statement until the sale of the equity instrument. Increases in and marketable securities not classifi ed as cash and cash the fair value of equity securities after impairment are recognized equivalents. Loans and receivables are initially recognized at directly in equity. fair value, including transaction costs. These are subsequently valued at amortized cost, using the effective interest rate (iv) Financial liabilities at amortized cost method. These fi nancial liabilities include: For short-term receivables, amortized cost generally equals a the nominal amount. loans and borrowings; a trade and other payables; (ii) Held-to-maturity fi nancial assets a bank overdrafts. Held-to-maturity investments are non-derivative financial For short-term trade and other payables, amortized cost assets with fixed or determinable payments and a fixed generally equals the nominal amount. maturity that the entity has the positive intention and ability to hold to maturity. These instruments are measured at Borrowings are initially recognized at fair value, net of transaction amortized cost. Held-to-maturity investments are reported costs. Borrowings are subsequently measured at amortized as non-current investments if the maturity is greater than 12 cost. The effective interest rate calculation takes into account months. Otherwise they are reported as current investments interest payments and the amortization of transaction costs. (see Note 19). Transaction costs are amortized on an effective interest rate basis over the term of the borrowings. (iii) Available-for-sale fi nancial assets Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included “Available-for-sale fi nancial assets” is essentially a residual as a component of current borrowings for the purposes of the category for those fi nancial assets that do not meet the criteria statement of fi nancial position and statement of cash fl ows. of the other categories or that are designated as available-for- sale. This category includes investments in non-consolidated Borrowings are classifi ed as current liabilities unless the Group companies (see Note 19). has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Financial instruments classifi ed as “available-for-sale” are measured at fair value. Gains and losses arising from changes in fair value are included as Other comprehensive income (v) Derivative fi nancial instruments within equity except for impairment losses and monetary The Group uses derivative fi nancial instruments to manage items such as foreign exchange gains and losses. When these its exposure to interest rate and foreign exchange risks. In investments are derecognized, the cumulative gain or loss accordance with its treasury management policy, the Group inventoried recognized in equity is transferred to the income does not hold or issue derivative financial instruments for statement. Where these investments are interest bearing, trading purposes. interest determined using the effective interest method is recognized in the income statement. When derivatives are held for risk management purposes and when transactions meet the required criteria, the Group applies Available-for-sale equity investments (e.g., investments in fair value hedge accounting, cash fl ow hedge accounting or unconsolidated companies) that do not have a quoted market hedging of a net investment in a foreign operation as appropriate price in an active market and whose fair value cannot be to the risks being hedged. reliably measured are measured at cost, less any accumulated impairment losses. At the inception of the transaction the Group documents the relationship between hedging instruments and hedged items, Impairment of available-for-sale fi nancial assets as well as its risk management objectives for undertaking In the case of available-for-sale equity securities, a signifi cant the hedging transactions. The Group also documents its or prolonged decline in the fair value of the security below its assessment, both at hedge inception and on an ongoing cost is also considered in determining whether impairment basis, of whether the derivatives that are used in hedging exists. Where such evidence exists, the cumulative net loss transactions are highly effective in offsetting changes in fair

160 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

values or cash fl ows of hedged items. The fair values of various pay further contributions after its payment of the fixed derivative instruments used for hedging purposes are disclosed contribution if the fund does not have suffi cient assets to in Note 29. pay all employee benefi ts due for current and prior periods. The Group contributes to public pension plans and insurance At December 31, 2016, the Group did not hold any derivative for individual employees which are deemed to be defi ned instruments eligible for fair value or net investment hedge contribution plans. Contributions to the plans are recognized accounting. as an expense in the period in which the services are rendered Cash fl ow hedge accounting by the employees. For qualifying cash fl ow hedges, the fair value gain or loss associated with the effective portion of the cash fl ow hedge is (ii) Defi ned benefi t plans 03 recognized initially in shareholders’ equity (see Consolidated Plans that do not meet the defi nition of a defi ned contribution Statement of Comprehensive Income), then recycled to the plan are defined benefit plans. The defined benefit plan income statement in the periods during which the hedged item operated by the Group defi nes the amount of pension benefi t will affect profi t or loss. Any ineffective portion of the gain or that an employee will receive on retirement by reference to loss on the hedging instrument is recognized in the income length of service and fi nal salary. statement immediately in “Net fi nancing costs” (see Note 13). The legal obligation for any benefi ts remains with the Group, (vi) Impairment of fi nancial assets even if plan assets for funding the defi ned benefi t plan have been set aside. Plan assets may include assets specifi cally The Group assesses at each reporting date whether there is designated to a long-term benefi t fund. objective evidence that loans and receivables are impaired. The valuation of the Group’s commitments with respect to Impairment losses are incurred only if there is objective defi ned benefi t plans is performed by an external independent evidence of impairment as a result of one or more loss events actuary using the projected unit credit method. This method that occurred after the initial recognition of the asset and prior requires specifi c actuarial assumptions that are detailed in to the reporting date (a “loss event”), and said loss event has Note 30 “Employee Benefits”. These actuarial valuations are an impact on the estimated future cash fl ows of the fi nancial performed at the reporting date for each plan by estimating the asset or the portfolio that can be reliably estimated. present value of the amount of future benefi ts that employees Impairment of trade receivables is described in Note 22 and have earned in return for their service in the current and prior impairment of available-for-sale assets is described above. periods and factoring in the effects of future salary increases. Plan assets are usually held in separate legal entities and 2.15 Treasury shares measured at fair value as determined at each reporting date. In accordance with IAS 19, the liability recognized in the Europcar Groupe shares held by the parent company are statement of fi nancial position for defi ned benefi t plans is the recorded at cost and deducted from consolidated equity. present value of the defi ned benefi t obligation at the reporting On disposal, the gain or loss and the related tax impacts are date less the fair value of plan assets. recorded as a change in equity. From one fi scal year to the next, the differences between the projected liabilities plus their re-estimated amounts, and the expected level of dedicated assets and their actual level, 2.16 Employee benefi ts constitute actuarial differences, which are cumulated within each pension plan. These actuarial differences may result The Group provides post-employment benefi ts through defi ned either from changes in actuarial assumptions used at the contribution plans as well as defi ned benefi t plans. reporting date or from experience-related adjustments based on changes in prior-period assumptions. (i) Defi ned contribution plans The Group recognizes actuarial gains/losses in the consolidated A defi ned contribution plan is a pension plan under which statement of comprehensive income in the period in which the Group pays fi xed contributions to an independent entity they occur. or a fund. The Group has no legal or implied obligation to

EUROPCAR REGISTRATION DOCUMENT 2016 161 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Past service costs are recognized immediately as operating In the normal course of its business activities, the Group expenses in “Personnel Costs”. is subject to certain claims and investigations relating to compliance with laws and regulations in various jurisdictions, Unwinding of discounts and the expected return on plan assets including some with fi scal or competition authorities. The Group are recognized as fi nancial expenses (see Note 13). generally records a provision whenever a risk represents the probability of a cash disbursement towards a third party without (iii) Long-term service benefi ts compensation and when the possible loss that may result can The Group’s net obligation in respect of long-term service be estimated with suffi cient accuracy. benefi ts, other than for pension plans (or post-employment A provision on vehicle buy-back and reconditioning costs is benefi t plans), is the future benefi t that employees have earned recognized over the holding period of the vehicles. in return for services rendered in the current and prior periods, The impact of discounting provisions is recognized in other for example Médailles du Travail (long-service awards) in France fi nancial expenses. and Jubilee awards in Germany The obligation is calculated using the projected unit credit method and is discounted to its present value. The provision is recognized net of the fair 2.18 Revenue value of any related assets (i.e. all the actuarial gains/losses and the past service costs are recognized immediately in the consolidated income statement). Revenue includes vehicle rental incomes, fees from the provision of services incidental to vehicle rental (including fuel), and fees receivable from the Europcar franchise network, net (iv) Profi t-sharing and bonus plans of discounts and excluding inter-company sales, VAT and sales The Group recognizes a liability and an expense for bonuses taxes. and profit-sharing, based on a formula that takes into Revenue from services rendered is recognized proportionally consideration the profi t attributable to ECG’s shareholders after over the period in which the vehicles are rented out based on certain adjustments. The Group recognizes a provision when the terms of the rental contract. The stage of completion is required by a contractual obligation. assessed on the basis of the actual service provided (number The related expenses are recognized in Personnel costs (see of days of rental in the accounting period). Note 7 “Personnel Costs”). When vehicle rental income is generated by intermediaries (such as travel agencies), the gross revenue is recognized in the consolidated income statement when Europcar: 2.17 Provisions a has the ability to determine the price; A provision is recognized in the statement of financial a performs part of the service; and position when the Group has a present legal or constructive a obligation as a result of a past event, it is probable that an has discretion in intermediary selection. outflow of economic benefits will be required to settle the The commission fees are recorded in the Fleet operating, rental obligation, and the amount can be reliably estimated. If the and revenue-related costs line item in the income statement effect is material, provisions are determined by discounting (see Note 6). the expected future cash fl ows at a pre-tax rate that refl ects current market assessments of the time value of money and, No revenue is recognized if there are signifi cant uncertainties where appropriate, the risks specifi c to the liability. regarding recovery of the consideration due. Provision is made for the estimated value of uninsured losses The Group has launched a loyalty program covered by IFRIC 13 from both known and incurred but not reported third-party – Customer Loyalty Programs. This program provides a free claims on an actuarially determined basis. Where these claims weekend rental, or discount coupons, after a certain number of are expected to be settled over a longer period of time, the rentals eligible for the program have been accumulated. Once provision made represents the present value of the expected acquired, these benefi ts may be used at the next rental, and expenditure required to settle the obligation. Any excess of are valid for 12 months. this prepayment over the estimated liabilities is subject to an assessment of recoverability, and a provision is set aside if necessary.

162 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Given its recent nature, the Group considers that the impacts Rental costs include fuel, vehicle transfers, vehicle washing, of applying this standard, consisting of: etc. Costs related to revenue from ordinary activities include commissions, and airport and rail station fees, etc. a considering the benefi t accruing to the customer – such as a free weekend of car rental to be used within one year – as a separate component of a sale transaction; (iii) Payments under fi nance lease contracts a allocating a portion of the initial rental price to this weekend, Minimum lease payments are apportioned between the fi nance and deferring it until the Group has fulfi lled its obligations charge and the reduction of the outstanding liability. The fi nance relating to this weekend. charge is allocated to each period during the lease term so as to produce a constant periodic interest rate on the remaining are not material. For this reason, no impact was reported as balance of the liability. 03 such in the consolidated fi nancial statements as of the end of December 2016.

2.19 Expenses 2.20 Option plan and similar

The Group has established plans granting free shares to (i) Fleet holding costs management and certain employees. The fair value of these Fleet holding costs include vehicle costs such as the costs plans is equal to the value of the free shares on the grant related to rental fleet agreements with car manufacturers date, and takes into account of the valuation of the restriction through the recognition of vehicle depreciation charges (see during any lock-in period (see Note 8). These plans result in “rental fl eet”) or with fund lenders (via lease rents), the taxes the recognition of a personnel expense spread over the vesting related to the vehicle fleet, and the costs incurred for the period. The estimated cost to be recognized takes into account purchase or sale of vehicles. the employee turnover rate over the vesting period. Costs related to rental fl eet agreements mainly consist of the vehicle depreciation expenses, net of rebates and off-balance 2.21 Other non-recurring income sheet fl eet operating lease expenses (see in Note 2, Signifi cant and expenses Accounting Policies – 2.10 “rental fl eet”). Costs related to the acquisition and disposal of vehicles include the cost of vehicle accessories and costs relating to (i) Acquisition-related expenses the conditioning of new vehicles and the disposal of used cars. Acquisition-related expenses include charges incurred in Payments made under operating leases are recognized in the connection with the integration of acquisitions, such as legal consolidated income statement in “Fleet holding costs” on a and accounting fees, severance and consultancy costs related straight-line basis over the term of the lease. to headcount reductions due to the streamlining of the rental station network and its support functions, asset write-offs and (ii) Fleet operating, rental and revenue transfer costs, lease termination and building refurbishment related costs costs carried out for the purpose of integrating acquisitions.

Fleet operating costs relate to costs incurred during the ﬂ eet (ii) Reorganization expenses operating cycle for: and other non-recurring costs a reconditioning; Reorganization expenses include charges incurred in a repairs; connection with business restructuring carried out to adapt local or corporate organizational structures to changing a maintenance; business conditions. They include headcount reduction a impairment of badly damaged and wrecked vehicles, thefts; expenses, consultancy fees, asset write-offs and transfer and insurance. costs and early lease termination costs incurred as part of restructuring programs.

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Unusual, abnormal and infrequent items are presented The amount of deferred tax is based on the expected pattern separately in Other non-recurring income and expenses to of realization or settlement of the carrying amount of assets provide a clearer picture of the Group’s performance. and liabilities, using tax rates enacted or substantively enacted at the reporting date.

2.22 Net fi nancing costs A deferred tax asset is recognized only to the extent that it is probable that future taxable profi ts will be available against which the tax asset can be utilized. This probability is assessed Net fi nancing costs comprise interest payable on borrowings based on: calculated using the effective interest rate method, dividend income, foreign exchange gains and losses, financing a the existence of temporary differences that will give rise to arrangement costs, gains and losses on fi nancial instruments taxation in the future; that are recognized in the consolidated income statement, any a forecasts of taxable profi ts. ineffective portion of the gain or loss on cash fl ow hedging instruments, and the fi nancial component of pension charges (unwinding of discounts and the expected return on plan 2.24 Earnings per share assets). Interest income is recognized in the income statement as it Basic earnings per share are calculated by dividing net income is accrued, using the effective interest method. The interest (attributable to shareholders of the parent company) by the expense component of fi nance lease payments is recognized average number of shares outstanding during the year. Treasury in the income statement using the effective interest rate shares are not taken into account in the calculation of basic method. or diluted earnings per share. Diluted earnings per share is calculated by dividing net income attributable to shareholders of the parent company by the average number of common 2.23 Income tax benefi t/(expense) shares outstanding during the period, plus the average number of shares that would have been issued had all outstanding Income tax on profi t or loss for the year comprises current and dilutive instruments been converted. deferred tax. Income tax is recognized in the income statement except to the extent that it relates to items directly recognized in equity, in which case it is recognized in equity. 2.25 Indicators not defi ned by IFRS Current tax is the expected tax payable on the taxable income Adjusted corporate EBITDA, defi ned as recurring operating for the year, calculated using tax rates enacted or substantially income before non-fl eet depreciation and amortization, after enacted at the reporting date, and subject to any adjustment deduction of the interest expense on certain liabilities related to tax payable in respect of previous years. to rental fl eet fi nancing. See Note 4 “Segment reporting” for a reconciliation of Adjusted corporate EBITDA to the amounts reported in the consolidated income statement.

NOTE 3 CHANGES IN SCOPE OF CONSOLIDATION

In 2016

a In June 2016, Ubeeqo, an innovative mobility sector start- a In July 2016, the Group acquired 100% of Locaroise. The up in which Europcar holds a stake, acquired Bluemove, €9 million investment was made by the Group’s French a Spanish start-up technology leader in the Spanish car- subsidiary, Europcar France. Since the net assets acquired sharing market for individuals, for €8 million. In December, amounted to €5.6 million, goodwill of €3.4 million was Ubeeqo also acquired GuidaMi, a key player in the closed recognized and is primarily related to the synergies the loop car-sharing segment in Milan for €0.6 million. These Group expects from this merger. The acquired business’s transactions are part of the Group’s acquisition strategy to contribution to the Group’s revenue and operating results for become the reference player in urban mobility. the period from the date of acquisition until December 31, 2016 was €8 million and €1.9 million respectively.

164 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

a In August 2016, the Group acquired 100% of the Brunel investment was made by the Group’s French subsidiary, Group, a leader in private chauffeur services available on a cell Europcar Participations (formerly EC2). The Group also phone app. The investment of €5.4 million (GBP4.6 million) granted Europcar Ireland a loan of €22.4 million. The net was made by the Group’s British subsidiary Europcar UK. The assets acquired amounted to €(0.3) million and annual purchase price includes an estimated earn-out of €2.2 million revenue is approximately €50 million. euros (GBP1.9 million). Since the net assets acquired amount Given the late stage of the acquisition, the company was not to €0.1 million (GBP0.1 million), goodwill of €7.5 million was included in the scope of consolidation at December 31, 2016. recognized and is primarily related to the synergies the Group The calculation of the fi rst consolidation discrepancy and the expects from this integration. allocation at fair value of the purchase price will be made in The acquired business’s contribution to the Group’s revenue the fi rst quarter of 2017. The investment shares are classifi ed 03 and operating results for the period from the date of acquisition in “other non-current investments” in the balance sheet for a until December 31, 2016 was €4.8 million and €0.1 million total amount of €23.6 million. respectively. a On December 31, 2016, Europcar bought 19% of the capital a In December 2016, the Group expanded its network of of E-Car Club Holding, i.e. Centrica’s remaining 10% plus 9% subsidiaries by acquiring 100% of its Irish franchisee. In from management, who will continue to hold a 20% stake addition to its car rental business, the Group also acquired until the same period next year. The holding in E-Car Club Europcar Ireland’s car-sharing service, launched in 2012, thus rose from 60.8% to 80%. which operates under the GoCar brand. The €23.6 million

In 2015 a The creation of Europcar Lab S.A.S.U. and Europcar Lab UK, These companies are all fully consolidated. Europcar Groupe entities focused on innovation. a Creation of Europcar Inc., wholly owned and fully consolidated This transaction also included the acquisition of a majority stake by Europcar Groupe, based in the United States. The purpose (60.80%) in the capital of E-Car Club Holding, which holds full of this company will be to manage outbound trafﬁ c to Europe. ownership of the capital of E-Car Club, the leading car-sharing a EIS E.E.I.G. was the subject of a full transfer of employees’ company that offers a ﬂ eet of fully electric vehicles in the United rights under the EC TUPE regulations directive, effective Kingdom with payment per use. retroactively on January 1, 2015 by Europcar International. This new acquisition is fully in line with Europcar Lab’s strategy a Travset Business Travel + Service GmbH was also the subject to develop mobility market usages, search for new mobility of a full transfer of employees’ rights under TUPE on July 1, solutions opportunities worldwide and make investments 2015 by Europcar Autovermietung GmbH. in strategic initiatives allowing the Group to strengthen its leadership in the mobility market.

NOTE 4 SEGMENT REPORTING

Europcar operates a car rental activity: In total, the Europcar Groupe is present in more than 130 countries and territories. a first, with its own rental fleet in nine countries (in December 2016, through the acquisition of Europcar Ireland, The chief operating decision maker within the meaning of IFRS 8 the Group extended its network of subsidiaries from nine to – Operating Segments, is the Group’s Executive Committee. ten countries; data relating to the Irish subsidiary is not in On July 25, 2016, the Group adopted a new organization by the 2016 consolidated ﬁ nancial statements and the Group segment, or by “type of service”, encouraging better integration revenue includes its franchise fee); of these “customers” in order to accelerate the development of a and second, through a franchise network present both its “Go To Market” strategy. The Management Board decided in the countries in which Europcar operates directly to launch a project to adapt the organization of the Group (“domestic franchises”), but especially in the other countries around 5 “business units”, reﬂ ecting the marketing strategy of (“international franchises”). the Group and a major focus on activities relating to its core

EUROPCAR REGISTRATION DOCUMENT 2016 165 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

business, while also developing new business opportunities: Ireland, Luxembourg, Netherlands, Norway, Sweden, (I) Cars BU, (ii) Vans & Trucks BU, (iii) Low-Cost BU, (iv) New Switzerland and Turkey) which have similar economic Mobility BU, and (v) International Coverage BU. characteristics and offer synergies in terms of fl eet negotiation and customer management. In 2016, decision-making is shared between senior executives of the countries and those of the segments, and the Group a Rest of the world: all countries other than those cited above, is managed day to day on the basis of reporting data from including Australia and New Zealand, where the Group individual countries. As a result, the Group continues to present operates the fl eet directly. the segment reporting required by IFRS 8 according to two The Executive Committee members regularly review the geographic segments. operating and fi nancial performance of the segments, which Indeed, the Group presents two segments: Europe and Rest are measured as follows: of the World, within which the nature of the services provided, a revenue: includes vehicle rental income, territorial fees, other and the category of customers targeted, are identical. The commissions related to the Group’s trademarks and billed to distinction between the two segments is mainly based on franchisees, and fuel sales; criteria related to the dynamics of the economic zones, the organization of customers, interdependencies between the a adjusted corporate EBITDA: recurring operating income countries as regards the management of customer contracts before depreciation and amortization, after deduction of the and the fl eet, as well as daily operational management. interest expense on liabilities related to rental fl eet fi nancing. a Europe: European countries in which the Group operates Consequently, and as required by IFRS 8, the Group discloses its fl eet directly (Belgium, France, Germany, Italy, Portugal, a global reconciliation of its segment reporting information to Spain and the United Kingdom), organized on shared service, its IFRS consolidated fi nancial statements. customer and distribution criteria, as well as franchised European countries (Austria, Denmark, Finland, Greece,

SEGMENT REPORTING INFORMATION

December 31, 2016

Eliminations Rest of & Holding Segment In thousands of euros Note Europe the world companies total

Segment revenue 1,997,209 159,441 (5,892) 2,150,758 Current operating income 212,773 35,343 35,353 283,469 Reversal of depreciation and impairment charges 11,371 1,029 19,935 32,335 Net ﬂ eet ﬁ nancing expenses 13 (59,823) (2,442) 315 (61,950) Adjusted corporate EBITDA of the segments 164,321 33,930 55,603 253,854 Total assets 1,602,962 215,906 2,695,896 4,514,764 Total liabilities 1,660,032 205,786 2,017,680 3,883,498

December 31, 2015

Eliminations Rest of & Holding Segment In thousands of euros Note Europe the world companies total

Segment revenue 1,992,155 156,095 (6,327) 2,141,923 Current operating income 235,975 34,490 12,854 283,319 Reversal of depreciation and impairment charges 11,580 1,047 20,154 32,781 Net ﬂ eet ﬁ nancing expenses 13 (56,550) (3,463) (5,441) (65,454) Adjusted corporate EBITDA of the segments 191,005 32,074 27,567 250,646 Total assets 1,564,929 160,084 2,595,538 4,320,551 Total liabilities 1,645,420 167,286 1,945,489 3,758,195

166 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

(i) Information about revenue and services

Revenue and services are distributed as follows:

December 31, 2016

Eliminations Rest of & Holding Segment In thousands of euros Europe the world companies total Vehicle rental income 1,865,005 137,385 - 2,002,390 03 Other revenue associated with car rental 99,930 3,056 (5,892) 97,094 Franchising business 32,274 19,000 51,274

SEGMENT REVENUE 1,997,209 159,441 (5,892) 2,150,758

December 31, 2015

Eliminations Rest of & Holding Segment In thousands of euros Europe the world companies total

Vehicle rental income 1,859,598 132,297 - 1,991,895 Other revenue associated with car rental 100,106 3,595 (6,327) 97,374 Franchising business 32,451 20,203 - 52,654

SEGMENT REVENUE 1,992,155 156,095 (6,327) 2,141,923

(ii) Disclosure by country and customer segment

In thousands of euros At December 31, 2016 At December 31, 2015

Vehicle rental income 2,002,390 1,991,895 Breakdown of customers by segment Leisure 58.1% 55.6% Business 41.9% 44.4%

(iii) Segment information Revenue and non-current assets include items directly by geographical areas attributable to a geographical area as well as those that can be allocated on a reasonable basis. Unallocated items include income and non-current assets related to holding companies The Group operates in four main markets: France, Germany, and eliminations. the United Kingdom, and other European countries. Revenue has been identified based on where the rental service is Car rental customers comprise both individuals and corporate provided. Non-current assets are allocated based on their customers. physical location.

EUROPCAR REGISTRATION DOCUMENT 2016 167 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Other United European Rest of Unallocated In thousands of euros France Kingdom Germany countries the world (2) items Total

December 31, 2016

Revenue from external customers 364,952 409,317 546,789 676,151 159,441 (5,892) 2,150,758 Non-current assets (1) 102,932 113,055 209,469 122,811 35,642 815,544 1,399,453 of wich Goodwill 91,878 94,605 180,384 38,374 27,455 26,800 459,496

Other United European Rest of Unallocated In thousands of euros France Kingdom Germany countries the world (2) items Total

December 31, 2015

Revenue from external customers 360,781 465,227 544,470 621,677 156,095 (6,327) 2,141,923 Non-current assets (1) 98,307 116,148 207,205 135,861 36,329 800,421 1,394,271 of which Goodwill 88,345 96,270 180,384 38,374 26,899 26,800 457,072

(1) The non-current assets presented in “Eliminations & Holdings” primarily reﬂ ect trademarks. (2) The rest of the world primarily corresponds to Australia and New Zealand.

NOTE 5 FLEET HOLDING COSTS

In thousands of euros At December 31, 2016 At December 31, 2015

Costs related to rental ﬂ eet agreements (1) (465,457) (460,360) Purchase and sales related costs (2) (37,447) (54,536) Taxes on vehicles (33,391) (32,290)

(536,295) (547,186)

(1) The costs relating to rental fl eet agreements mainly consist of: (i) vehicle depreciation expenses, and (ii) fl eet operating lease expenses (see Note 2 “Signifi cant Accounting Policies”, Section 2.10 “Vehicle fl eet”). During the year ended December 31, 2016, the Group recognized a depreciation expense, net of volume rebates, of €203.5 million (€189 million in 2015), in the income statement under the item “Costs related to rental fl eet agreements”. This depreciation expense relates to vehicles subject to manufacturer or dealer buy-back agreements and “at-risk” vehicles. “Costs related to rental fl eet agreements” also include operating lease payments amounting to €256.8 million (December 2015: €265.5 million) relating to operating lease agreements. The off-balance sheet rental commitments in respect of rental fl eets operated under operating leases are presented in Note 33(a) “Operating leases”. (2) The costs related to the acquisition and disposal of vehicles include the costs for vehicle accessories and the conditioning of new vehicles and the sale of used cars.

NOTE 6 FLEET OPERATING, RENTAL AND REVENUE RELATED COSTS

In thousands of euros At December 31, 2016 At December 31, 2015

Fleet operating costs (1) (239,012) (233,279) Revenue-related commissions and fees (2) (286,104) (270,968) Inc. trade receivables allowances and write-offs (9,602) (6,954) Rental related cost (3) (228,187) (222,743)

(753,303) (726,990)

(1) Fleet operating costs mainly comprise insurance, repair and maintenance costs as well as the costs incurred for damaged and stolen cars and for the reconditioning of vehicles before they are repurchased by the car manufacturers or dealers. (2) Ordinary revenue-related costs include commissions for agents and travel agents, and airport and railway concession fees. (3) Rental-related costs include vehicle transfer costs incurred during the holding period, vehicle washing costs and fuel costs.

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NOTE 7 PERSONNEL COSTS

PERSONNEL COSTS

In thousands of euros At December 31, 2016 At December 31, 2015

Wages and salaries (1) (254,054) (266,480) Social security contributions (67,511) (68,452) Post-employment beneﬁ ts (5,433) (6,847) 03 Other items (12,160) (5,609)

(339,158) (347,388)

(1) Includes the costs relating to bonuses and proﬁ t-sharing, as well as the IFRS 2 impacts on bonus share plans implemented in 2015 in a positive amount of €0.2 million in 2016, compared with an expense of €2.6 million in 2015.

HEADCOUNT in average number of FTEs At December 31, 2016 At December 31, 2015

TOTAL HEADCOUNT 6,461 6,324

Data shown in the table above correspond to average annual transit and cleaning during peak periods, and in accordance data. The Group also uses a certain number of temporary with the applicable legislation in each of the countries in which workers as well as external service providers, mainly for vehicle the Group operates.

NOTE 8 SHARE-BASED PAYMENTS

The Europcar Extraordinary Shareholders’ Meeting held on a for the year ended December 31, 2017: performance June 8, 2015 authorized the Management Board to award free conditions related to: (i) the Adjusted Corporate EBITDA; and shares in the Company. The Management Board, at its meeting (ii) fl uctuations in the Company’s stock price as compared held on June 25, 2015, pursuant to said delegation of authority with movements in the SBF 120 index. approved the decision and the principle of two free share plans. The second free share plan, “AGA 100”, benefi ts the Group’s The fi rst “AGA 13 T1” and “AGA 13 T2” plan benefi ts members top 100 senior executives. The shares will vest following a of the Group’s Executive Committee. two-year vesting period, subject to condition of continuous employment within the Group during the acquisition period Vesting of these free shares, following vesting periods of two and to the achievement performance conditions (i) the Adjusted to three years, and subject to the condition that the employee Corporate EBITDA and (ii) to movements in the Company’s should be still working for the Company at the end of this stock price as compared with movements in the SBF 120 period, will depend on the achievement of: index. a for the years ended December 31, 2015 and 2016: performance conditions related to the Adjusted Corporate EBITDA; and

The number of free shares initially granted was 1,991,844. Movements relating to the free shares in 2016, to which IFRS 2 standard “Share-based payments” applies, are as follows:

Number of free shares

At the launch of the plan on June 25, 2015 1,991,844 Cancelled (128,511) Currently vesting as of January 1, 2016 1,863,333 Cancelled (403,574) Currently vesting as of December 31, 2016 1,459,759

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The weighted average fair value of the allocated shares was a €5.91 for the AGA 100 plan. determined on the grant date using the Monte Carlo simulation The employer’s contribution, at the rate of 30%, was calculated model. on a basis corresponding to the unit fair value of the shares as Since the dividend rate was 2.20% (only for 2017) and the estimated on the grant date. borrowing rate was the risk-free rate +1%, the fair values on The cumulative charge for these two plans amounts to the grant date, less the dividends discounted during the vesting €3.1 million in 2016 (against €10.2 million at December 31, period and the discounted cost of non-transferability during the 2015). lock-in period, are equal to: In 2016, the impact on the income statement for services a €11.73 for the AGA 13 T1 plan; received was a proﬁ t of €0.2 million compared with an expense a €6.53 for the AGA 13 T2 plan; of €2.6 million as at December 31, 2015. The counterpart has been credited to equity.

NOTE 9 NETWORK AND HEAD OFFICE OVERHEAD COSTS

In thousands of euros At December 31, 2016 At December 31, 2015 Network costs (1) (84,374) (81,878) IT costs (36,022) (33,983) Telecom costs (6,431) (7,761) Head ofﬁ ce costs (2) (59,269) (57,424) Sales and marketing costs (29,801) (37,429)

(215,897) (218,475)

(1) Network costs consist of rental expenses for premises and network overhead costs. (2) Head ofﬁ ce costs consist of rental and traveling expenses and audit and consulting fees incurred at Group level.

NOTE 10 AMORTIZATION, DEPRECIATION AND IMPAIRMENT EXPENSE

In thousands of euros At December 31, 2016 At December 31, 2015 Amortization of intangible assets (14,086) (17,450) Depreciation of property, plant and equipment (15,337) (14,888) Impairment expense (2,912) (443)

(32,335) (32,781)

NOTE 11 OTHER INCOME AND EXPENSES

This category includes net income related to certain commercial agreements, the release of provisions and other items.

In thousands of euros At December 31, 2016 At December 31, 2015 Contractual income 1,650 2,204 Release of surplus provisions 959 188 Foreign exchange gains/(losses) on operating activities 2,748 705 Gains (losses) on the disposal of property, plant and equipment 365 394 Other items, net (1) 3,977 10,725

9,699 14,216

(1) Including, in 2015, a revenue item from the previous year that was recognized for a debt recorded in 2009 and lapsed in 2015.

170 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 12 OTHER NON-RECURRING INCOME AND EXPENSES

In thousands of euros At December 31, 2016 At December 31, 2015

Addition to/release of provisions for impairment of real estate assets in Spain 443 (613) Reorganization charges (1) (17,608) (24,033) Inc.: Reorganization – redundancy expenses (9,199) (18,897) Reorganization - professional fees (8,409) (5,136) 03 IPO expenses - (8,692) Employee beneﬁ ts - 1,025 Disputes (2) 2,330 23,001 Other (3) (5,886) (52,462)

TOTAL OTHER NON-RECURRING INCOME AND EXPENSES (20,721) (61,774)

(1) The reorganization expenses in 2015 and 2016 were related to the measures taken by several Group entities, or announced before end of the year, to streamline the network and back-ofﬁ ce activities. (2) In 2015, taking into account the outcome of the dispute between the Company and Enterprise Holdings Inc. both for use of the logo in the UK and for the arbitration proceedings, a portion of the 2014 provision was reversed. (3) In 2015, including €45 million provisioned for the ﬁ nancial risk measured by the Group as part of the ongoing proceedings with the French Competition Authorities (see Note 35) and €2.7 million in exceptional bonuses paid to the employees of the Group.

NOTE 13 NET FINANCING COSTS

In thousands of euros At December 31, 2016 At December 31, 2015

Net fl eet fi nancing expenses (61,950) (65,454) Net other fi nancing expenses (32,239) (56,314) Gross fi nancing costs (94,189) (121,768) Expense on derivative fi nancial instrument (461) (1,465) Amortization of transaction costs (1) (7,813) (42,340) Foreign exchange losses (7,444) (8,164) Cost of discounting social commitments (2,270) (2,125) Early redemption premiums (2) - (56,010) Other (10,867) (7,676) Other fi nancial expenses (28,855) (117,780) Foreign exchange gains 1,983 11,956 Other fi nancial income 1,983 11,956

NET FINANCING COSTS (121,061) (227,592)

(1) Including the reﬁ nancing costs that were written-off in advance following redemption of the bond issues: €26.9 million relating to the High Yield bond issues of €400 and €324 million at December 31, 2015. (2) Including €56 million in redemption premiums following early redemption of the High Yield bond issues of €324 and €400 million in 2015.

For the year ended December 31, 2016, the total interest total interest expense on ﬁ nancial liabilities at amortized cost expense on ﬁ nancial liabilities at amortized cost amounted amounted to €1.0 million (December 2015: €1.5 million). to €95.2 million (December 2015: €123.3 million) and the

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NOTE 14 TAX

14.1 Tax in the income statement

In thousands of euros At December 31, 2016 At December 31, 2015

Current tax (29,272) (46,794) Deferred tax (1) 22,644 9,157

TOTAL INCOME TAX EXPENSE (6,628) (37,637)

(1) In 2016, deferred tax takes into account the decrease in the corporate tax rate in France from 34.43% to 28.92% as of 2020, introduced by the Finance law for 2016. This change led to a positive impact of €19 million related to the revaluation of deferred tax liabilities calculated on the Europcar brand.

The theoretical tax expense based on ECG’s statutory tax rate (i.e., the standard corporate income tax rate in France of 33.33% to which is added the corporate income tax social security contribution of 3.3% on the amount of corporate income tax above €763,000) can be reconciled to the tax expense reported in the income statement as follows:

In thousands of euros At December 31, 2016 At December 31, 2015

Proﬁ t/loss before tax 141,687 (6,047) Statutory tax rate 34.43% 34.43% Theoretical tax (48,783) 2,081 Impact of differences in tax rates (1) 24,746 12,814 Permanent differences (2) (234) (24,649) Capitalization of losses and temporary differences that were formerly not recognized 23,034 31,541 Unrecognized deferred tax assets (6,619) (31,000) Impact of tax losses (3) (6,619) (18,725) Other temporary differences - (12,275) Impact of French business contribution on added value (CVAE) and Italy’s regional tax on productive activities (IRAP) (6,207) (5,997) Other (4) 7,435 (22,427) Income tax beneﬁ t/(expense) (6,628) (37,637) Effective tax rate 4.68% N/A

(1) In 2016 €19 million related to the decrease in the corporate tax rate in France from 34.43% to 28.92% as of 2020. (2) Includes, in 2015, €16 million attributable to non-deduction of interest in France. (3) In 2016, tax losses on previous years not recognized came from Italy (€3 million) and Spain (€3 million). In 2015, almost all unrecognized tax losses came from the France segment (€26 million). (4) Includes, in 2016, a reversal of provision for tax risk in France for €9 million and €3 million for adjustments on previous years. Includes, in 2015, a provision for tax risks in France for €18 million and €5.7 million for adjustments on previous years.

172 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

14.2 Deferred taxes in the consolidated balance sheet

(i) Deferred tax assets and liabilities and temporary differences recognized during the period

Changes Recognized Fair value January 1, in scope of in income adjustment Translation December 31, In thousands of euros 2016 consolidation statement in OCI reserve 2016

Property, plant and equipment (2,254) (43) (231) (40) 244 (2,324) Intangible assets (244,848) - 20,023 - 202 (224,623) 03 Rental fl eet (6,211) - 6,099 61 299 248 Investments in subsidiaries 54 - - 28 (9) 73 Other fi nancial assets (336) - 74 - - (262) Receivables and other assets (4,519) - 23 4,763 (27) 240 Prepaid and deferred charges (31) - (200) 2,453 (86) 2,136 Employee benefi ts 14,131 - (1,831) 3,155 106 15,561 Deferred income 2,679 - (782) 13 - 1,910 Provisions 19,601 - (783) (351) 93 18,560 Derivative liabilities ------Other debt 13,768 - (3,094) (4,983) (36) 5,655 Tax losses carried forward 132,564 - 3,378 (1,862) (359) 133,721 DEFERRED TAX ASSETS/(LIABILITIES) (75,402) (43) 22,676 3,237 427 (49,105) Deferred tax assets 55,730 58,743 Deferred tax liabilities (131,132) (107,848)

Recognized Fair value January 1, in income adjustment Translation December 31, In thousands of euros 2015 Reclassiﬁ cation statement in OCI reserve 2015

Property, plant and equipment (1,228) - (932) - (94) (2,254) Intangible assets (245,514) - 738 - (72) (244,848) Rental fl eet (2,012) - (4,207) - 8 (6,211) Investments in subsidiaries 145 - (94) - 3 54 Other fi nancial assets (302) - (34) - - (336) Receivables and other assets (2,962) - (1,566) - 9 (4,519) Prepaid and deferred charges 36 - (67) - - (31) Employee benefi ts 18,099 - (2,877) (1,087) (4) 14,131 Deferred income 6,152 - (3,473) - - 2,679 Provisions 17,436 - 2,724 (554) (5) 19,601 Derivative liabilities 20 - - (20) - - Other debt 10,111 - 3,656 1 13,768 Tax losses carried forward 116,409 - 15,288 554 313 132,564 DEFERRED TAX ASSETS/(LIABILITIES) (83,610) - 9,156 (1,107) 159 (75,402) Deferred tax assets 55,730 Deferred tax liabilities (131,132)

Aside from the French tax group, on which a portion of tax trademark, the other deferred tax assets recognized must be losses have been recognized as deferred tax assets in the used within ﬁ ve years. amount of the deferred tax liabilities related to the Europcar

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(ii) Unrecognized deferred tax assets

Deferred tax assets are recognized up to the amount of available deferred tax liabilities and recoverability projections derived from business plans.

In millions of euros 2016 2015

Relating to temporary differences 23,253 30,198 Relating to tax losses carried forward (1) 91,875 127,942

115,128 158,140

(1) Unrecognized deferred tax assets related to tax losses carried forward are primarily in France (€56.5 million in 2016 and €84.9 million in 2015), in Spain (€31 million in 2016 and €28.9 million in 2015) and Italy (€3.7 million in 2016 and €6.7 million in 2015) All tax losses, including Spain since 2015, may be carried forward indefi nitely. Certain tax jurisdictions (for example France, Spain, Italy) may cap the use of tax losses according to a percentage defi ned by tax laws which may be modifi ed each year.

NOTE 15 GOODWILL

In thousands of euros Gross value Impairment loss Fair value

Balance at January 1, 2015 638,912 (189,523) 449,389 Acquisitions 4,805 - 4,805 Impairment - (443) (443) Effect of movements in foreign exchange rates 4,864 (1,543) 3,321 BALANCE AT DECEMBER 31, 2015 648,581 (191,509) 457,072 Balance at January 1, 2016 648,581 (191,509) 457,072 Acquisitions (1) 11,041 - 11,041 Impairment - (58) (58) Reclassiﬁ cation 6,178 (6,178) - Effect of movements in foreign exchange rates (12,236) 3,677 (8,559) BALANCE AT DECEMBER 31, 2016 653,564 (194,068) 459,496

(1) Primarily related to the acquisition of Locaroise and Brunel (respectively €3.4 million and €7.5 million)

Goodwill arises from past acquisitions of franchisees in the normal course of the Group’s business and from acquisitions of subsidiaries.

15.1 Annual impairment test assumptions are conservative, and the projected profi t margin is stable. The Group considers that each country corresponds In accordance with IAS 36 – Impairment of Assets, the Group to a cash-generating unit (CGU). When performing impairment performs impairment testing of the carrying value of goodwill. tests, the Group calculates cash fl ows from Adjusted corporate The Group prepares and internally approves formal three- EBITDA and uses the following assumptions: year business plans for each of its geographical segments. a adjusted corporate EBITDA according to the three-year plan; For impairment testing purposes, the three-year plan is a extended to fi ve years. The 2017 budget and the 2018 and the terminal value of each CGU is based on a perpetuity 2019 business plans were prepared taking into account (i) growth rate of 2%; economic growth forecasts in the countries where the Group a the weighted average cost of capital (WACC) is applied to operates, (ii) current macroeconomic data for each country, (iii) the cash fl ows of each CGU based on the average risk-free air traffi c growth forecasts, (iv) trends in the vehicle rental market rate (average over a fi ve-year period) corresponding to the and competitive pressure, and (v) new projects and products German risk-free rate for ten year bonds adjusted for a risk in the development phase. Beyond 2019, revenue growth premium for each country.

174 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

15.2 Goodwill from rental activities held by the Group, analyzed by geographic cash – Generating unit

United Other In thousands of euros Germany Kingdom France Italy Spain countries Total

Balance at January 1, 2015 180,384 88,865 88,024 - - 92,116 449,389 Acquisition - 3,960 764 - - 4,724 Disposal/price adjustment - 81 81 Impairment expense - - (443) - - - (443) 03 Effect of movements in foreign exchange rates - 3,445 - - - (124) 3,321 BALANCE AT DECEMBER 31, 2015 180,384 96,270 88,345 - - 92,073 457,072 Balance at January 1, 2016 180,384 96,270 88,345 - - 92,073 457,072 Acquisition - 7,450 3,591 - - - 11,041 Disposal/price adjustment ------Impairment expense - - (58) - - - (58) Effect of movements in foreign exchange rates - (9,115) - - - 556 (8,559) BALANCE AT DECEMBER 31, 2016 180,384 94,605 91,878 - - 92,629 459,496

Most Recently recognized impairment losses include the goodwill allocated to a United Kingdom cash-generating unit following: for the year ended December 31, 2010, €53.8 million and €16.7 million of goodwill allocated to an Australian cash- of goodwill allocated to an Italian cash-generating unit (full write- generating unit (partial write-downs). down); for the year ended December 31, 2011, €23.7 million of

15.3 Weighted average cost of capital (WACC)

France Germany Italy Spain United-Kingdom Belgium Portugal Australia

WACC 7.04% 6.94% 8.09% 8.37% 8.14% 7.07% 9.67% 8.74%

The terminal value is based on normalized cash flows 15.4 Sensitivity analysis discounted over an indefi nite period, with a perpetuity growth rate of 2%. The risk-free rate is based on the German risk-free Goodwill was subject to an impairment test performed by the rate for bonds with a 10-year maturity (average over a fi ve-year Company as described in the “Goodwill” section of Signifi cant period), adjusted by a risk premium for each country in line with Accounting Policies and in section (a) above. a credit risk premium based on a BB- credit rating. Europcar did not identify any probable scenarios in any The Group considers that the weighted average cost of countries whereby the CGU’s recoverable amount would fall capital should be determined based on an historical equity risk below its carrying amount. The sensitivity analysis performed premium of 5%, in order to refl ect the long-term assumptions on the assumptions used indicate that no impairment losses factored into the impairment tests. would be recognized in the following scenarios: The gearing used when determining the WACC is based on a a 1 percentage point increase in the discount rate; the annual average debt to equity ratio issued by comparable companies on a quarterly basis. a a 1 percentage point decrease in the growth rate; a a 5% decrease in adjusted corporate EBITDA. In 2016, the United Kingdom’ s decision to exit the European Union (“Brexit” ) caused uncertainty that may contribute to the volatility of the value of the pound sterling or the euro and have unfavorable effects on the Group’s activities in the United Kingdom.

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The Group has estimated that, on the Cash-Generating Unit a a 1-point decrease in the long-term growth rate would in the United Kingdom: generate a reduction in the enterprise value of £43 million, without giving rise to any impairment; a a 1-point increase in the discount rate would generate a reduction in the enterprise value of £55 million, without giving a a 5% decrease in the Adjusted Corporate EBITDA as of 2017 rise to any impairment; would generate a reduction in the enterprise value of £37 million, without giving rise to any impairment.

NOTE 16 INTANGIBLE ASSETS

Software, Intangible operating assets in Leasehold In thousands of euros Trademarks systems progress rights Total

Gross values Balance at January 1, 2015 735,558 234,919 17,137 1,303 988,917 Changes in scope of consolidation - 113 - - 113 Other acquisitions - 478 7,976 75 8,529 Disposals - (3,702) - (36) (3,738) Transfers - 10,970 (10,960) - 10 Effect of movements in foreign exchange rates 3,586 691 - 12 4,289 BALANCE AT DECEMBER 31, 2015 739,144 243,469 14,153 1,354 998,120 Balance at January 1, 2016 739,144 243,469 14,153 1,354 998,120 Changes in scope of consolidation - 7 - 31 38 Other acquisitions - 3,619 12,061 242 15,922 Disposals - (21) - (32) (53) Transfers - 2,039 3,186 - 5,225 Effect of movements in foreign exchange rates (8,871) (1,742) - (66) (10,679) BALANCE AT DECEMBER 31, 2016 730,273 247,371 29,400 1,529 1,008,573 Depreciation and impairment losses Balance at January 1, 2015 (61,109) (205,119) - (957) (267,185) Increases/decreases related to changes in scope of consolidation - 5 - - 5 Amortization - (17,438) - (12) (17,450) Disposals - 3,485 - (24) 3,461 Transfers - 462 - - 462 Effect of movements in foreign exchange rates (3,582) (689) - (6) (4,277) BALANCE AT DECEMBER 31, 2015 (64,691) (219,294) - (999) (284,984) Balance at January 1, 2016 (64,691) (219,294) - (999) (284,984) Increases/decreases related to changes in scope of consolidation - (7) - (31) (38) Amortization - (13,998) (2,854) (68) (16,920) Disposals - - - - - Transfers - (2,036) - - (2,036) Effect of movements in foreign exchange rates 8,871 1,707 - 36 10,614 BALANCE AT DECEMBER 31, 2016 (55,820) (233,628) (2,854) (1,062) (293,364) Net carrying amounts At December 31, 2015 674,453 24,175 14,153 355 713,136 At December 31, 2016 674,453 13,743 26,546 467 715,209

176 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

16.1 Trademarks The discount rate used in the weighted average cost of capital is applied to the net royalty cash fl ows of each CGU based on a risk-free rate for 10-year German bonds. (i) Annual impairment test In 2016, it was estimated at 8.72% (9.14% in 2015). In accordance with IAS 36 – Impairment of Assets, the Group has performed an annual impairment test of the carrying (iii) Sensitivity analysis amount of the Europcar trademark that has an indefi nite useful A reasonably possible change in the key assumptions on which life (€699 million at December 31, 2016) based on the relief- management has based its determination of the recoverable from-royalty method. This test is performed on a consolidated amount would not cause signifi cant difference between the basis with no country or segment-based allocation. 03 carrying amount and the recoverable amount. The following The value in use of the trademark has been determined based table shows the results of the impairment tests and the resulting on projections of royalties received within the Europcar network difference between the recoverable amount and the carrying (corporate entities, domestic and international franchisees). amount of brands according to different assumptions of the long-term growth rate and weighted average cost of capital. (ii) Key assumptions

The terminal value is based on a perpetuity growth rate of 2%.

Perpetuity growth rate

In millions of euros 1.0% 2.0% 3.0%

WACC 7.72% 402 553 767 8.72% 258 366 511 9.72% 147 227 331

The tests performed on the Europcar trademark did not result in the recognition of any impairment losses in 2016 and in previous years.

16.2 Software and operating systems 16.3 Security interests

Computer software (the Europcar Greenway® and PremierFirst The total amount of intangible assets (excluding the Europcar Speedlink systems) has been recognized at fair value in brand) is held to secure the senior asset fi nancing loan, as accordance with IFRS 3 – Business Combinations, based on described in Note 27. an analysis of functional aspects. This methodology is based on the calculation of function points for each segment/software of the Europcar and PremierFirst rental reservation and fl eet management systems. A function point refl ects the functionality of the application which has been used as a basis to calculate its replacement value. The net book value of this internally developed software amounts to €7.7 million as at December 31, 2016 (in 2015 the net book value amounts to €18.9 million). The total of the costs for projects capitalized for 2016 is €12.3 million (€7.4 million in 2015).

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NOTE 17 PROPERTY, PLANT AND EQUIPMENT

The Group leases buildings and other equipment under different Property, plant and equipment are held as security against types of ﬁ nance lease agreements. As of December 31, 2016, Group corporate ﬁ nancing, as described in Note 27. the carrying amount of leased buildings and other equipment was respectively €0 million (2015: €0.1 million) and €5.2 million (2015: €5.7 million).

Land and Technical Other Fixed assets In thousands of euros buildings equipment equipment in progress Total

Gross values Balance at January 1, 2015 88,817 8,474 173,123 3,695 274,109 Changes in scope of consolidation - - (53) 17 (36) Other acquisitions 366 971 15,923 3,302 20,562 Disposals (4,506) (477) (8,404) (1,551) (14,938) Transfers - - 1,885 (1,895) (10) Effect of movements in foreign exchange rates 747 (2) 1,693 - 2,438 BALANCE AT DECEMBER 31, 2015 85,424 8,966 184,167 3,568 282,125 Balance at January 1, 2016 85,424 8,966 184,167 3,568 282,125 Changes in scope of consolidation 598 54 1,123 - 1,775 Other acquisitions 1,580 1,147 17,337 689 20,753 Disposals (7,568) (427) (3,407) (1,597) (12,999) Transfers - - 824 (940) (116) Effect of movements in foreign exchange rates (1,653) 8 (4,938) - (6,583) BALANCE AT DECEMBER 31, 2016 78,381 9,748 195,106 1,720 284,955 Depreciation and impairment losses Balance at January 1, 2015 (37,345) (6,671) (141,889) - (185,905) Increases/decreases related to changes in scope of consolidation - - 36 - 36 Depreciation and impairment charge for the year (2,429) (352) (12,496) - (15,277) Disposals 1,792 413 7,984 - 10,189 Transfers - - (462) - (462) Effect of movements in foreign exchange rates (151) 2 (1,321) - (1,470) BALANCE AT DECEMBER 31, 2015 (38,133) (6,608) (148,148) - (192,889) Balance at January 1, 2016 (38,133) (6,608) (148,148) - (192,889) Increases/decreases related to changes in scope of consolidation (420) (48) (752) - (1,220) Depreciation and impairment charge for the year 1,133 (401) (12,440) - (11,708) Disposals 1,925 404 1,741 - 4,070 Transfers - 50 (3,123) - (3,073) Effect of movements in foreign exchange rates 348 (6) 3,625 - 3,967 BALANCE AT DECEMBER 31, 2016 (35,147) (6,609) (159,097) - (200,853) Carrying amounts At December 31, 2015 47,291 2,358 36,019 3,568 89,236 At December 31, 2016 43,234 3,139 36,009 1,720 84,102

178 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 18 EQUITY-ACCOUNTED INVESTMENTS

AT DECEMBER 31, 2016

Provisions taken on Net proﬁ t/loss Equity- equity- attributable to accounted accounted Principal place Europcar shares shares Company name of business % interest % control (in thousands of €) (in €k) (in €k) 03 Car2go Europe GmbH (A) Germany 25.00% 25.00% (9,589) - 1,563 Ubeeqo (B) France 75.71% 75.71% (6,176) 14,083 -

TOTAL (15,765) 14,083 1,563

AT DECEMBER 31, 2015

Car2go Europe GmbH (A) Germany 25.00% 25.00% (10,010) 1,776 - Ubeeqo (B) France 75.71% 75.71% (2,064) 20,259 -

TOTAL (12,074) 22,035 -

(A) CAR2GO EUROPE GMBH – LEVEL OF CONSOLIDATION (100%)

In thousands of euros At December 31, 2016 At December 31, 2015

Non-current assets 31,854 36,455 Current assets 45,131 17,392 Non-current liabilities (16) (19) Current liabilities (68,444) (42,690) NET ASSETS 8,525 11,138 Revenue 67,473 52,324 Net income/(loss) (26,554) (40,040)

In 2016, the Europcar Groupe subscribed to one capital increase in Car2go for the amount of €6.250 million.

(B) GROUPE UBEEQO SAS – LEVEL OF CONSOLIDATION (100%)

In thousands of euros At December 31, 2016 At December 31, 2015

Non-current assets 13,098 4,819 Current assets 5,136 5,806 Non-current liabilities (14,484) (85) Current liabilities (3,471) (1,884) Net assets 279 8,656 Revenue 4,860 2,698 Net income/(loss) (8,158) (2,919)

EUROPCAR REGISTRATION DOCUMENT 2016 179 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Given the planned shareholders’ agreement between the its assets is thus 75.7% as from this date (note however, that the Europcar Groupe and the founders of Ubeeqo, none of loss recorded in the accounts closed as at December 31, 2015 the shareholders has control of the company as defi ned by takes the former holding rate of 70.76% into account). IFRS 10 – none of the parties may make a decision without The carrying amount of the Ubeeqo securities, a company in the agreement of the other (despite a holder percentage of the ramp-up phase, is justifi ed by its value in use. more than 50%), or exercise joint control. Consequently, Europcar Groupe exercises signifi cant infl uence over Ubeeqo In 2016, the Group granted a loan to Ubeeqo for an amount of and accounts for it using the equity method. €11.6 million to support its expansion on the car-sharing market (acquisition of BlueMove and GuidaMi). As at December 16, 2015, Europcar Groupe had injected €5 million during a capital increase. The proportionate share of

NOTE 19 FINANCIAL ASSETS

In thousands of euros At December 31, 2016 At December 31, 2015

Other non-current financial assets Available-for-sale ﬁ nancial assets 1,224 280 Held-to-maturity investments (1) 36,415 50,838 Deposits and prepayments 6,183 5,928 Other non-current investments (2) 23,998 16

TOTAL NON-CURRENT FINANCIAL ASSETS 67,820 57,062 Current financial assets Loans (3) 34,165 118 Other current ﬁ nancial assets (1) 42,838 37,405

TOTAL CURRENT FINANCIAL ASSETS 77,003 37,523

(1) Including €63.3 million to cover liabilities arising from our captive insurance structure (€72 million at December 31, 2015), mainly consisting of bonds recognized at amortized cost. Because they mature in the very near future, management has concluded that the fair value of these held-to-maturity investments is close to their respective carrying amounts as of December 31, 2016. (2) In 2016, includes €23.6 million related to Europcar Ireland investment shares (see Note 3) (3) In 2016, includes the loan granted to Europcar Ireland for €22.4 million (see Note 3) and the loan granted to Ubeeqo for €11.6 million.

No impairment charge was recognized on investments in non-consolidated entities classiﬁ ed as “available-for-sale ﬁ nancial assets”.

NOTE 20 INVENTORIES

No material restrictions of title or right of use exist in respect of the inventories listed below:

In thousands of euros At December 31, 2016 At December 31, 2015

Consumables 1,941 1,632 Oil and fuel 13,551 11,779 Vehicles 573 736 Spare parts 306 291 Other items 472 654

TOTAL INVENTORIES 16,843 15,092

Inventories are stated net of provisions of €178,000 (2015: € 152,000). Vehicles reported in inventory are vehicles not yet in operation at the end of the period.

180 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 21 RENTAL FLEET RECORDED ON THE BALANCE SHEET

The rental ﬂ eet operated by the Group is acquired and ﬁ nanced in different ways. The table below presents the breakdown between these different methods for the 2016 and 2015 business years:

% of total volume of vehicles purchased Type of acquisition and related fi nancing 2016 2015 03 Vehicles purchased with manufacturer or dealer buy-back commitment fi nanced via the balance sheet 46% 46% Vehicles purchased with manufacturer or dealer buy-back commitment and fi nanced through rental agreements that meet the criteria for operating leases 46% 46% Total fl eet purchased with buy-back arrangements 92% 92% Vehicles purchased without manufacturer or dealer buy-back commitment (“at risk” vehicles) 7% 7% Vehicles fi nanced through rental agreements qualifying as fi nance leases 1% 1%

TOTAL PURCHASES OF RENTAL FLEET 100% 100%

In accordance with accounting standards, the fl eet fi nanced by operating leases is not recorded in the balance sheet and the liabilities for these contracts are recognized as off-balance sheet commitments. The rental fl eet recorded in the statement of fi nancial position is broken down as follows:

In thousands of euros At December 31, 2016 At December 31, 2015

Deferred depreciation expense on vehicles 155,328 258,441 Vehicle buy-back agreement receivables 1,059,333 1,024,702 Fleet purchased with buy-back contracts ﬁ nanced on-balance sheet 1,214,661 1,283,143 Vehicles purchased without manufacturer or dealer buy-back commitment (“at risk” vehicles) 341,594 306,744 Vehicles acquired through rental agreements qualifying as ﬁ nance leases without buy-back arrangements 83,996 75,043

TOTAL RENTAL FLEET RECOGNIZED IN THE STATEMENT OF FINANCIAL POSITION 1,640,251 1,664,930

The ﬂ eet is presented net of depreciation or impairment provisions amounting to €4.3 million (2015: €4.7 million) provisions for damaged or stolen vehicles.

NOTE 22 RECEIVABLES AND PAYABLES RELATED TO THE RENTAL FLEET

In thousands of euros At December 31, 2016 At December 31, 2015

Fleet receivables (1) 612,739 501,522 VAT receivables (2) 107,884 73,130

RENTAL FLEET AND RELATED RECEIVABLES 720,623 574,652

(1) Includes €225 million (December 2015: €245 million) related to a major ﬂ eet operating lease signed in 2009, under which the Group acquires vehicles from a manufacturer and resells them immediately to the lessor. The receivable (from the manufacturer) and payable (to the lessor) amounts recorded at inception of the lease are settled when the vehicles are returned to the manufacturer according to the buy-back arrangement. (2) Most of the VAT receivables are related to ﬂ eet acquisitions and disposals.

EUROPCAR REGISTRATION DOCUMENT 2016 181 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

In thousands of euros At December 31, 2016 At December 31, 2015

Fleet payables (1) 551,344 567,931 VAT payables 128,334 94,791

TOTAL RENTAL FLEET AND RELATED PAYABLES 679,678 662,722

The change in working capital requirements related to the rental ﬂ eet is detailed below:

In thousands of euros At December 31, 2016 At December 31, 2015

Fleet receivables (113,926) (39,257) VAT receivables (38,350) (1,725) Payables related to ﬂ eet acquisition (15,388) 74,475 VAT payables 41,513 1,376

CHANGES TO THE NEED FOR CASH FLOW LINKED TO THE VEHICLE FLEET (126,151) 34,869

NOTE 23 TRADE AND OTHER RECEIVABLES, TRADE AND OTHER PAYABLES

23.1 Trade and other receivables

All trade receivables fall due within one year.

In thousands of euros At December 31, 2016 At December 31, 2015

Rental receivables 198,917 209,215 Other trade receivables 86,166 77,804 Other tax receivables 742 870 Insurance claims 22,070 21,378 Prepayments 32,891 32,144 Employee related receivables 556 803 Deposits, other receivables 23,858 14,986

TOTAL TRADE AND OTHER RECEIVABLES 365,200 357,200

Depreciation of doubtful receivables on rental and other trade receivables are as follows:

In thousands of euros At December 31, 2016 At December 31, 2015

Opening balance (31,493) (35,297) Depreciation of bad debts (8,210) (6,683) Receivables written off during the year/period 6,479 8,694 Unused amounts reversed 60 1,874 Foreign currency differences 146 (81) Closing balance (33,018) (31,493)

Additions to/releases of the allowance for bad debts are included in “Fleet operating, rental and revenue related costs” in the consolidated income statement (Note 6).

182 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

The schedule of net trade receivables is as follows:

December 31, 2016

Due between Overdue by 90 and Overdue by In thousands of euros Total Not due < 90 days 180 days > 180 days

Trade and other receivables - gross amount 409,354 294,954 47,274 17,125 50,001 Impairment of bad debts (44,154) (7,834) (5,047) (4,007) (27,266) Trade and other receivables - net amount 365, 200 287,120 42,227 13,118 22,735 03 December 31, 2015

Due between Overdue by 90 and Overdue by In thousands of euros Total Not due < 90 days 180 days > 180 days

Trade and other receivables - gross amount 398,743 266,515 62,035 20,581 49,612 Impairment of bad debts (41,543) (8,363) (5,360) (3,488) (24,332) Trade and other receivables - net amount 357,200 258,152 56,675 17,093 25,280

23.2 Trade payables and other liabilities

The fair values of trade payables correspond to their nominal value. All trade payables and other liabilities fall due within one year.

In thousands of euros At December 31, 2016 At December 31, 2015

Trade payables 334,537 304,911 Other tax payables 7,801 8,989 Deposits 41,549 37,379 Employee-related liabilities 54,309 70,403 Liabilities relating to the acquisition of participating interests 1,869 3,292

TOTAL TRADE PAYABLES AND OTHER LIABILITIES 440,065 424,974

23.3 Changes in non-ﬂ eet working capital

In thousands of euros At December 31, 2016 At December 31, 2015

Trade receivables 1,032 (17,147) Other receivables (17,276) (9,206) Tax receivables 128 (327) Inventories (2,250) 1,294 Trade payables 33,629 (4,994) Other debt 5,939 (5,845) Employee-related liabilities (16,012) (13,998) Tax debt (1,193) (7,020)

CHANGES IN NON-FLEET WORKING CAPITAL 3,997 (57,243)

EUROPCAR REGISTRATION DOCUMENT 2016 183 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 24 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

In thousands of euros At December 31, 2016 At December 31, 2015

Cash-in-hand and at bank 154,344 145,803 Accrued interest 233 272 Cash and cash equivalents 154,577 146,075 Restricted cash 105,229 97,366 Cash and cash equivalents and restricted cash 259,806 243,441

Cash-in-hand and at bank includes €61.3 million Cash and cash equivalents in fl eet and insurance SPEs are (December 2015: €77.7 million) tied up in Securitifleet reported as restricted cash. The defi nition of restricted cash companies, excluding the two SFH Holdings, and are dedicated included in Note 2 “Significant Accounting Policies” - “Cash” to fl eet fi nancing in France, Germany, Italy and Spain. As such, (2.13). this cash is considered as non-restricted.

The reconciliation of cash and cash equivalents presented in the balance sheet and the cash and cash equivalents in the cash ﬂ ow table is described below:

In thousands of euros At December 31, 2016 At December 31, 2015

Cash and cash equivalents 154,577 146,075 Restricted cash 105,229 97,366 Bank overdrafts (1) (11,299) (14,073) Cash and cash equivalents reported in the cash ﬂ ow statement 248,507 229,368

(1) Included in current loans and borrowings (see Note 27).

NOTE 25 CAPITAL AND RESERVES

25.1 Share capital and share premium Each Class A share of common stock gives the right to one vote. Class B, C and D shares are preferred shares as deﬁ ned by Article L. 228-11 of the French Commercial Code, and carry As of December 31, 2016, the Europcar Groupe share capital no voting rights. For more information about class A, B, C recorded was €143,409,298 and is composed of 143,409,298 and D shares, see Section 6.2.3 of the present Registration shares worth €1 each, 143,401,212 common shares, 4,045 Document. Class C preferred shares and 4,041 Class D preferred shares.

184 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

The various changes in equity since January 1, 2016 are as follows:

Share capital Share premium Number Nominal value Date Operation (in €) (in €) of shares (in €)

12/31/2015 143,154,016 767,401,857 143,154,016 1.000 01/08/2016 Increase in share capital 16,206 (16,206) 16,206 1.000 01/11/2016 Increase in share capital 8,067 (8,067) 8,067 1.000 02/01/2016 Increase in share capital 15,835 (15,835) 15,835 1.000 03/03/2016 Increase in share capital 1 (1) 1 1.000 03 03/14/2016 Increase in share capital 92,166 (92,166) 92,166 1.000 03/29/2016 Increase in share capital 39,276 (39,276) 39,276 1.000 04/11/2016 Increase in share capital 36,194 (36,194) 36,194 1.000 04/18/2016 Increase in share capital 11,343 (11,343) 11,343 1.000 04/22/2016 Increase in share capital 36,194 (36,194) 36,194 1.000 05/10/2016 Clearance of 2015 loss - (119,632,846) - 12/31/2016 143,409,298 647,513,729 143,409,298 1.000

At December 31, 2016, the breakdown of equity shareholders was as follows:

Number of Number Number Number Percentage common of Class B of Class C of Class D Total of common Percentage shares and preferred preferred preferred number shares and of share Shareholders voting rights shares shares shares of shares voting rights capital

Eurazeo 60,544,838 - - 234 60,545,072 42.41% 42.22% ECIP Europcar Sarl 9,036,469 - - - 9,036,469 6.33% 6.30% Executives and employees, and ﬂ oat 73,819,905 - 4,045 3,807 73,827,757 51.26% 51.48%

TOTAL 143,401,212 - 4,045 4,041 143,409,298 100.00% 100.00%

As of December 31, 2015, the breakdown of equity shareholders was as follows:

Eurazeo 60,544,838 ------60,544,838 42.38% 42.29% ECIP Europcar Sarl 9,036,469 ------9,036,469 6.33% 6.31% Executives and employees, and ﬂ oat 73,417,189 147,434 4,045 4,041 73,572,709 51.29% 51.39%

TOTAL 142,998,496 147,434 4,045 4,041 143,154,016 100.00% 100.00%

EUROPCAR REGISTRATION DOCUMENT 2016 185 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

25.2 Treasury shares

The value of the treasury shares under the liquidity and share buy-back agreements given to Rothschild for ECG shares was €5.1 million as of December 31, 2016. At December 31, 2016, the impact on the change in equity related to treasury shares was €(4.9) million. The number of treasury shares held can be analyzed as follows:

2016

Number of treasury shares at start of period 0 Treasury shares purchased (sold) 640,340 Number of treasury shares at start of period 640,340

25.3 Translation reserve This loan for a nominal amount of €171 million (denominated in GBP) was repaid in full by Europcar UK Ltd to Europcar Groupe S.A. in December 2011. As the parent company continues to The translation reserve comprises all foreign exchange hold the same percentage of the subsidiary and continues to differences arising from the translation of the financial control the foreign operation, no partial disposal was recognized statements of foreign operations. As at December 31, 2016, under Sections 48d and 49 of IAS 21. it also includes a foreign exchange loss of €51.5 million (December 31, 2015: €51.5 million) related to an intra-group As at December 31, 2016, Europcar International S.A.S.U. held loan denominated in pounds sterling made by Europcar a loan receivable from its subsidiary in Australia amounting Groupe S.A. to its subsidiary Europcar UK Ltd and is classiﬁ ed to AUD 14.6million. The translation reserve includes a foreign as quasi-capital. exchange gain of €1.7 million for this loan (December 31, 2015: €1.5 million).

NOTE 26 EARNINGS PER SHARE

Basic and diluted earnings per share are based on the proﬁ t average number of common shares during the year (excluding attributable to shareholders of common stock, representing shares that could be issued given their anti-diluting effect), a profit of €119.5 million at December 31, 2016 (loss of calculated as follows: €55.6 million at December 31, 2015) and on the weighted

In thousands of euros At December 31, 2016 At December 31, 2015

Gain (Loss) attributable to ordinary shareholders 119,493 (55,602) Average number of shares outstanding 143,314,753 123,722,277 Earnings per share (in €) 0.834 (0.449) Diluted earnings per share (in €) 0.825 (0.449)

The potential number of diluting shares was 1,467,845 (including 1,459,759 free shares, 4,045 Class C preferred shares, and 4,041 Class D preferred shares) at December 31, 2016 and 2,371,810 at December 31, 2015.

186 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 27 LOANS AND BORROWINGS

In thousands of euros At December 31, 2016 At December 31, 2015

Notes issued 950,000 825,000 Other bank loans 20,659 152 Transaction costs/Premiums/Discounts (17,419) (23,969) NON-CURRENT LIABILITIES 953,240 801,183 03 Renewable Senior Revolving Credit Facility 13,000 81,000 Senior Credit Facility 692,970 658,284 Other borrowings dedicated to ﬂ eet ﬁ nancing 361,645 383,976 Finance lease liabilities 96,770 75,771 Bank overdrafts 11,299 14,073 Current bank loans and other borrowings 45,726 47,314 Transaction costs/Premium/Discount – current portion (7,759) (7,906) Accrued interest 10,791 11,271 CURRENT LIABILITIES 1,224,442 1,263,783

Total net debt reconciliation operating leases corresponds to the net book value of the vehicles in question. The estimated debt on operating leases Total net debt includes net corporate debt and total fl eet net represents the carrying amount of the vehicles concerned and debt. The latter includes all fi nancing in relation to the fl eet is calculated based on the purchase prices and depreciation whether or not it is recorded in the balance sheet. In particular, rates of corresponding vehicles (based on contracts signed the estimated outstanding value of the fl eet fi nanced through with the manufacturers).

In thousands of euros Notes At December 31, 2016 At December 31, 2015

Non-current borrowings and fi nancial debt 27 953,240 801,183 Current loans and borrowings 27 1,224,442 1,263,783 Held-to-maturity investments 19 (36,415) (50,838) Other current fi nancial assets 19 (77,003) (37,405) Cash and cash equivalents and restricted cash 24 (259,806) (243,441) Net debt on the statement of fi nancial position 1,804,458 1,733,282 Estimated outstanding value of the vehicles fi nanced through operating leases 1,460,505 1,323,411

TOTAL NET DEBT 3,264,963 3,056,693

EUROPCAR REGISTRATION DOCUMENT 2016 187 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

27.1 Analysis of and borrowings and ﬁ nancial debt by maturity

At December 31, From 1 year In thousands of euros 2016 <1 year to 5 years > 5 years

Notes issued 950,000 - - 950,000 Other bank loans 20,659 - 20,659 - Transaction costs/Premiums/Discount (1) (17,419) - - (17,419) NON-CURRENT LIABILITIES 953,240 - 20,659 932,581 Renewable Senior Revolving Credit Facility 13,000 13,000 - - Senior Credit Facility 692,970 692,970 - - Other borrowings 361,645 361,645 - - Finance lease liabilities 96,770 96,770 - - Bank overdrafts 11,299 11,299 - - Current bank loans and other borrowings 45,726 45,726 - - Transaction costs/premiums/discount - current portion (1) (7,759) (7,759) - - Accrued interest 10,791 10,791 - - CURRENT LIABILITIES 1,224,442 1,224,442 - -

(1) €5.3 million of the transaction costs and premiums relate to the €600 million bond, €4.9 million to the €350 million Bond, €7.3 million for the SARF, and €7.6 million for the RCF.

At December 31, From 1 year In thousands of euros 2015 < 1 year to 5 years > 5 years

Notes issued 825,000 - - 825,000 Other bank loans 152 - 152 - Transaction costs/Premiums/Discount (1) (23,969) - - (23,969) NON-CURRENT LIABILITIES 801,183 - 152 801,031 Renewable Senior Revolving Credit Facility 81,000 81,000 - - Senior Credit Facility 658,284 658,284 - - Other borrowings 383,976 383,976 - - Finance lease liabilities 75,771 75,771 - - Bank overdrafts 14,073 14,073 - - Current bank loans and other borrowings 47,314 47,314 - - Transaction costs/premiums/discount - current portion (1) (7,906) (7,906) - - Accrued interest 11,271 11,271 - - CURRENT LIABILITIES 1,263,783 1,263,783 --

(1) Transaction costs and premiums represent €9.5 million on the €475 million bond, €6.1 million for the €350 million bond, €5.5 million for the SARF and €10.8 million for the RCF.

188 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

27.2 Analysis by subscription currency

As of December 31, 2016, loans and borrowings by currency of origination can be analyzed as follows:

In thousands of euros At December 31, 2016 EURO GBP AUD

Notes issued 950,000 950,000 - - Transaction costs (25,178) (23,028) (2,150) - Accrued interest 10,791 10,791 - - Renewable Senior Revolving Credit Facility 13,000 13,000 - - 03 Senior Credit Facility 692,970 692,970 - - Other borrowings 361,645 33,660 327,985 - Finance lease liabilities 96,770 - - 96,770 Bank overdrafts 11,299 11,299 - - Current bank loans and other borrowings 45,726 45,726 - - Other bank loans 20,659 20,659 - -

TOTAL LOANS AND BORROWINGS 2,177,682 1,755,077 325,835 96,770

In thousands of euros At December 31, 2015 EURO GBP AUD

Notes issued 825,000 825,000 - - Transaction costs (31,875) (28,436) (3,439) - Accrued interest 11,271 11,271 - - Renewable Senior Revolving Credit Facility 81,000 81,000 - - Senior Credit Facility 658,284 658,284 - - Other borrowings 383,976 27,039 356,937 - Finance lease liabilities 75,771 - - 75,771 Bank overdrafts 14,073 14,073 - - Current bank loans and other borrowings 47,314 47,314 - - Other bank loans 152 152 - -

TOTAL LOANS AND BORROWINGS 2,064,966 1,635,697 353,498 75,771

27.3 Financial clauses (ii) For the Senior Revolving Credit Facility The ratio of cash fl ow (which shall include, for any given period The Group must comply with the following covenants: of 12 months ending on a quarter date, cash on the statement of fi nancial position at the beginning of such period) to total debt (i) For United Kingdom fl eet fi nancing facilities service shall at no time be less than 1.10. Europcar UK shall ensure that: Total debt service is defi ned as the aggregate of the interest and associated fees paid during any given 12 month period a The net present value of Europcar UK Group is not less than plus repayment of fi nancial liabilities, the latter being subject 60 million pounds sterling; to certain limitations. a the ratio of earnings before interest, tax, depreciation and amortization to Fixed Charges shall be not less than 1.00; (iii) Loan to Value Covenant a fl eet cover shall be no more than 1.00. The Group is subject to a maximum 95% loan-to-value ratio for all Securitifl eet companies debt over the total asset market value of certain Securitifl eet entities, compliance that is tested on a quarterly basis.

EUROPCAR REGISTRATION DOCUMENT 2016 189 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

(iv) For Australian asset fi nancing a its minimum cumulative net profi t before tax is within 85% of the Company’s budget; Europcar Australia must ensure that: a no dividends or other payments may be made by a member of a the actual minimum value (i.e., the total equity) is always Europcar Groupe Australia to another member or shareholder greater than AUD 58 million; or related party of Europcar Groupe Australia without prior a the fl eet utilization ratio is above 70% on average over the written consent of the bank. year; The Group was in compliance with all these covenants at December 31, 2016.

27.4 Notes issued

Loan notes issued are as follows:

Nominal outstanding amount Fair value

As at Dec. 31 As at Dec. 31 As at Dec. 31 As at Dec. 31 In thousands of euros 2016 2015 2016 2015

Senior Subordinated Secured 5.125% Notes due in 2021 350,000 350,000 353,281 352,098 Senior Subordinated Secured 5.75% Notes due in 2022 600,000 475,000 596,136 466,673

950,000 825,000 949,417 818,771

(i) €350 million senior subordinated notes On June 2, 2016, the Group announced the successful issuance of new senior notes for a total of €125 million. In July 2014, the Group refinanced its fleet financing debt Reducing the conditions to 4.5140% of the most unfavorable in France, Italy, Germany and Spain by issuing €350 million rate of return, or 4.8790% of the rate of return at maturity, worth of senior secured 5.125% notes due in 2021. These is a reflection of the Group’s improved credit profile and notes were issued by EC Finance plc, an SPE, and guaranteed investor appetite for the company’s outlook. These notes as senior debt by ECI, (the “EC Finance Notes”). This issue will be ranked with existing senior notes issued in June 2015 was used to redeem the senior secure notes due in 2017 – which offer a fixed interest rate of 5.750% and mature in and also guaranteed by EC Finance plc – in two instalments: 2022 for a total nominal amount of €475 million, thus raising €250 million in summer 2010 and €100 million in May 2011. the total to €600 million. The proceeds from the issue totaled This early redemption therefore generated a redemption €131 million. Europcar will allocate the net proceeds of the premium of €17.1 million. new bonds to the ﬁ nancing of its acquisition program and to the general needs of the company. (ii) €475 million and €125 million senior subordinated notes

On May 27, 2015 senior subordinated notes of €475 million maturing in 2022 were issued at an issue price of 99.289% 27.5 Senior Revolving Credit Facility of the nominal value. These notes bear interest at 5.75%. On June 29, 2015 a portion of the bond proceeds were directly The Senior Revolving Credit Facility consists of a revolving transferred to an escrow account dedicated to the redemption credit line of €350 million that was signed on May 12, 2015 of the unsecured senior subordinated notes maturing in 2018 and took effect on May 28, 2015, with a maturity of five and bearing interest at 9.375% of €400 million. The remaining years. This line provides for advances in euros or any other proceed was transferred to Europcar Groupe. currency as agreed with lenders, and bears interest at the On June 29, 2015 a portion of the IPO proceeds was directly Euribor rate for the relevant advance period plus a margin transferred to an escrow account dedicated to the redemption of 250 basis points (or 275 basis points if certain thresholds of the €324 million of Outstanding Subordinated Notes Due are reached). The margin paid in 2016 (250 basis points) is 2017 and bearing interest at 11.50%. The remaining proceed was transferred to Europcar Groupe.

190 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

the lowest allowed under the agreement. The purpose of the to EURIBOR (+1.70%), increase the amount from €1.0 billion facility is to provide funding mainly for: to €1.1 billion and permit the participation of two new banks in the bank pool, Lloyds Bank and HSBC France. a fi nancing advances to be made by a borrower to an SPE to contribute to the fi nancing of fl eet acquisition; On September 27, 2016, the Group announced the improved terms and conditions of its securitization (“Senior asset a working capital needs and general corporate purposes of Revolving Facility”, or SARF) and the associated interest rate the Group; swaps. The Senior tranche of the SARF, which was rated “A” a payment to an SPE pursuant to any operating lease; by Standard & Poor’s, was increased from €200 million to €1.3 billion euros, with an improved margin of 20 basis points, or a interest payments due by ECG or any other debtor of the Euribor +150 bp. The fi nal maturity was delayed from July 2019 Group pursuant to the Senior Revolving Credit Facility and 03 to July 2020. In addition, interest rate hedging instruments were certain other outstanding liabilities of ECG; restructured, with improved fi nancial positions, and increased a repayment of inter-company loans. by €200 million to €1.2 billion Finally, additional amendments to the SARF were signed on February 9, 2017 to make the securitization program compliant with the new methodology published by the rating agency 27.6 Dedicated asset fi nancing Standard & Poor’s regarding sovereign risk (“Rating above the sovereign” methodology), thus allowing it maintain its A rating. These amendments stipulate the inclusion of new concentration (i) Senior asset Revolving Facility intended limits on the vehicle fl eets in Spain and in Italy fi nanced through to fi nance assets the SARF.

The SARF 2010 was initially entered into on July 30, 2010, then (ii) United Kingdom fl eet fi nancing facilities amended between Credit Agricole Corporate and Investment Bank acting as lender, Securitifl eet Holding (as borrower) and The United Kingdom fleet has a stand-alone arrangement ECI (as borrower agent). Drawings are available to Securitifl eet through the Group’s United Kingdom subsidiaries, including Holding for the sole purpose of fi nancing fl eet acquisition and Europcar Group UK Limited, Europcar UK Limited and maintenance in France, Italy, Germany and Spain through certain subsidiaries of Europcar UK Limited, comprising a the Securitifl eet companies exclusively. These drawn down working capital facility and two main leasing facilities (one amounts are based on the aggregate of all borrowing bases with Lloyds for GBP 190 million and the other with Lombard calculated monthly, in substance representing the aggregate for GBP 160 million). In October 2014, all financing lines of the vehicle fl eet residual value (including vehicles for which were renegotiated. In addition to obtaining better conditions registration is pending) and the fl eet working capital, including and expanding the banking pool, the refinancing via the related VAT positions. establishment of a Club Facility increases fl eet fi nancing facilities The lender assigned its claims arising under SARF 2010, of the UK entities to GBP 455 million, maturing in three years together with all security and ancillary rights thereto, to FCT with a two-year extension option. Sinople. With respect to these claims, FCT Sinople will issue: On September 20, 2016, Europcar signed an amendment to the (i) FCT Senior Notes to be subscribed periodically by Credit Club Facility to extend maturity by one year to September 2019, Agricole Corporate and Investment Bank, Royal Bank of reduce the margin by 20 basis points to LIBOR +180 bp, and Scotland plc., Société Générale, Deutsche Bank, Natixis, BNP recompose the banking pool. The amount of the Club Facility is Paribas and any other entity which may subscribe to or acquire now GBP 400 million, with an uncommitted “Seasonal Facility” the FCT Senior Notes as senior subscriber, and (ii) FCT Junior of GBP 100 million provided by the Club Facility banks each Notes to be subscribed from time to time by ECI. year between May and October to cope with the spike in In March 2014, the Group signed an amendment allowing it to activity. extend maturity through July 2017 and to start repayments in The total amount guaranteed for the leasing facilities is GBP January 2017. Europcar also adapted the facility to its fi nancing 455 million (2015: GBP 525 million). Vehicles are acquired requirements and limited its commitment to €1 billion. Standard from the manufacturers, then sold to lessors and operated & Poor’s has confi rmed its A stable outlook rating. through lease-back agreements. As of December 31, 2016, SARF was amended on May 12, 2015 (and effective as of the outstanding amount under those agreements was June 17, 2015) primarily to extend the maturity of the facility GBP 317.6 million (2015: GBP 303 million). The majority of to July 2019 thereof and to lower the overall interest cost fi xed the leasing facilities mature on September 30, 2019.

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27.7 Australia asset ﬁ nancing 27.8 Major operating leases

National Australia Bank (“NAB”), Toyota Financial Services, The Group fi nances a portion of its fl eet in all countries in which it Commonwealth Bank of Australia, Westpac Bank, Bank is present, including Germany, France, Italy and Spain, through of Queensland, Mercedes Financial Services and Alphabet operating leases. In certain countries, the operating companies Financial Services have granted Europcar Australia and New have entered into comprehensive framework operating lease Zealand senior credit facilities (the “Australian Fleet Financing agreements with fi nancial institutions and manufacturers. Facilities”), including renewable and non-renewable operating The fi nancing of our operating leases is mostly correlated to leases and fi nancing leases capped at AUD 341 million. These the 6-month Euribor rate, in particular due to contractual terms facilities are renewed annually in April of each year. that match the average length of the holding period of cars. NAB Facilities are secured by fi xed and fl oating charges over Note 28 “Financial risk management” provides further Europcar Australia assets, including goodwill and uncalled information on the Group’s exposure to interest rate and capital and called but unpaid capital, together with assignment liquidity risks. of the related insurance policy. There are also performance guarantees for the facilities.

NOTE 28 FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of fi nancial risks: The Group continuously assesses the fi nancial risks identifi ed market risk (including currency risk, fair value interest rate risk, (including market risk, credit risk and liquidity risk) and cash fl ow interest rate risk and equity price risk), credit risk and documents its exposure in its consolidated fi nancial statements. liquidity risk. The Group’s overall risk management program The Group believes that its exposure at December 31, 2016 seeks to mitigate the potential negative impacts of volatility in has not changed signifi cantly during the last 12 months and the fi nancial markets on the Group’s fi nancial performance. The therefore the policy implemented to mitigate such exposure Group uses derivative fi nancial instruments to hedge certain remains consistent with prior years. risk exposures.

The Group Treasury Department is responsible for risk 28.1 Market risk management, and submits its proposals for fi nancial transactions for approval by the Management Board. The Group Treasury Department identifi es, evaluates and recommends derivative (i) Foreign exchange risk instruments to hedge financial risks in close collaboration with the Group’s operational units. The Management Board The Group operates in several countries internationally and decides whether to authorize these recommendations based is exposed to a foreign exchange risk arising from various on formal documentation describing the context, purpose and currency exposures, primarily the GB pound. Foreign exchange main characteristics of the transactions. Once the Management risk arises from translation into euros of the results and net Board has approved the transactions, Group Treasury is assets of the subsidiaries having a functional currency other responsible for implementing the hedges. This procedure is than the euro. prepared and monitored for the management of all material The foreign exchange risk related to intra-group financial fi nancial risks, and in particular interest rate and credit risk, transactions and, to a lesser extent, transactions with as well as for the use of derivative and ordinary financial franchisees is somewhat limited with each subsidiary operating instruments, and the short-term investment of surplus cash. in its own market and functional currency. The Group does not use derivative fi nancial instruments for any purpose other than managing its exposure. All hedging As of December 31, 2016, the Group did not have any operations are either centrally coordinated or carried out by investments in foreign operations other than in the United Group Treasury. Kingdom, Australia and New Zealand, the net assets of which could be exposed to a currency risk.

192 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Group summary of quantitative exposure to foreign exchange risk arising from translation of balances into the functional currency.

In thousands of euros GBP AUD Total 2016

Trade and other receivables (including fl eet) 103,323 14,240 117,563 Other fi nancial assets: Non-current investments 259 85 344 Other fi nancial assets 2-2 Cash and cash equivalents 21,217 28,905 50,122 TOTAL FINANCIAL ASSETS 124,801 43,230 168,031 03 Trade and other payables (including fl eet) 93,783 19,950 113,733 Loans and borrowings 325,856 96,771 422,627 Impact of hedging derivatives --- TOTAL FINANCIAL LIABILITIES 419,639 116,721 536,360

NET EXPOSURE (TO EXCHANGE RISK) FOR NON-EURO COMPANIES (294,838) (73,491) (368,329)

In thousands of euros GBP AUD Total 2015

Trade and other receivables (including fl eet) 122,670 10,607 133,277 Other fi nancial assets: Non-current investments 338 54 392 Other fi nancial assets 2-2 Cash and cash equivalents 6,689 19,101 25,790 TOTAL FINANCIAL ASSETS 129,699 29,762 159,461 Trade and other payables (including fl eet) 105,842 16,866 122,708 Loans and borrowings 375,089 75,774 450,863 TOTAL FINANCIAL LIABILITIES 480,931 92,640 573,571

NET EXPOSURE (TO EXCHANGE RISK) FOR NON-EURO COMPANIES (351,232) (62,878) (414,110)

At December 31, 2016, if the euro had appreciated or depreciated by 15% against the GB pound, with all other variables held constant, net proﬁ t for the year would have increased/decreased by €2.4 million (2015: €3.9 million) and equity would have increased/ decreased by €40.7 million (2015: €78.3 million).

(ii) Interest rate risk EURIBOR. In 2016 and 2015, a signifi cant part of the Group’s borrowings at variable rates were denominated in euro and With the exception of investments in bonds in the Euroguard based on EURIBOR. The Group may also hedge its exposure insurance program (see “Insurance risks”), the Group does to fl uctuations in LIBOR and/or the Australian benchmark rate not hold any signifi cant interest-bearing assets. Accordingly, in respect of its fi nancing facilities in the UK and Australia. its revenue is not signifi cantly subject to changes in market interest rates. The Group analyzes its interest rate exposure on a dynamic basis. Various scenarios are simulated taking into consideration, The Group is exposed to risk that rates on its variable rate among other things refi nancing, renewal of existing positions, fi nancing might rise: on revolving lines of credit. on the one alternative fi nancing and hedging. Based on these scenarios, hand, but also from operating leases for vehicles. Borrowings the Group calculates the impact on profi t and loss of a defi ned issued at variable rates expose the Group to cash fl ow interest interest rate shift. For each simulation, the same interest rate rate risk. Borrowings issued at fi xed rates expose the Group to shift is used for all currencies. The scenarios are run only for fair value interest rate risk. liabilities that represent the major interest-bearing positions. In accordance with its hedging policy, and in respect of Based on the various scenarios, the Group manages its cash certain of its debt instruments bearing interest at variable fl ow risk on interest rates by using variable-fi xed interest rate rates (specifically the SARF, the RCF and most operating swaps. These swaps convert variable rate debt to fi xed rate leases), the Group hedges a signifi cant portion of the risk of debt. Generally, the Group raises long-term borrowings for fl uctuations in the benchmark rate, which is generally based on revolving fl eet fi nancing facilities at fl oating rates and swaps

EUROPCAR REGISTRATION DOCUMENT 2016 193 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

them into fixed rates that are generally lower than those pays a fi xed interest rate of 0.96% and receives a variable available if the Group borrowed at fi xed rates directly. interest rate corresponding to the six-month EURIBOR; and The Group is protected against the risk of rising interest rates a two caps with a nominal principal amount of €100 million through two interest rate swaps and two interest rate cap each maturing on October 17, 2020 in response to the agreements: increase of the SARF amount by €200 million completed in September 2016, in which the Group is protected against a an interest rate swap for a nominal principal amount of a variable interest rate increase equal to the one-month €1,000 million maturing on October 17, 2020 in response EURIBOR above 0%. to the extension of the Facility until July 17, 2020, in which the Group pays a fi xed interest rate of 0.5470% and receives An outstanding amount of approximately €0.7 billion in variable- a fl oating interest rate equal to the one-month EURIBOR; and rate credit lines is backed by swaps (see table below), and an outstanding amount of approximately €0.9 billion in variable- a an interest rate swap with a nominal principal amount of rate leases is backed by the swaps. €600 million maturing in June 2021, for which the Group

At closing, the distribution of loans by rate type was as follows:

In thousands of euros At December 31, 2016 At December 31, 2015

Non-current liabilities Fixed rate borrowings 962,620 812,118 Variable rate borrowings (9,380) (10,935) variable rate hedged (9,393) (11,087) variable rate not hedged 13 152

953,240 801,183 Current liabilities Fixed rate borrowings 7,443 6,653 Variable rate borrowings 1,216,999 1,257,130 variable rate hedged 701,036 735,350 variable rate not hedged 515,963 521,780

1,224,442 1,263,783

All interest rate swaps reported by the Group are classiﬁ ed as cash ﬂ ow hedges.

Tests performed in connection with such hedging instruments 28.2 Credit risk showed ineffi ciency estimated at €0.7 million recorded in the 2016 income statement. (December 31, 2015: €1.8 million). Credit risk is managed on a Group-wide basis. Credit risk arises At December 31, 2016, if interest rates had increased by 100 on: basis points, the fair value recognized in comprehensive income a cash and cash equivalents; would have increased by €61.4 million (December 31, 2015: €58.5 million). a derivative fi nancial instruments; At December 31, 2016, if interest rates had increased by 100 a deposits with banks and fi nancial institutions; basis points, the fair value recognized in comprehensive income a arrangements with car manufacturers and dealers; would have increased by €64.7 million (December 31, 2015: €61.6 million). a customer receivables, particularly outstanding receivables and pending commitments. In the year ended December 31, 2016, if interest rates had varied by 1%, interest expense on the unhedged portion of For banks and fi nancial institutions, only counterparties that borrowings, all other constants being equal, would have varied are independently rated are accepted. The utilization of credit by €4.4 million (December 31, 2015: € 5.1 million). limits is regularly monitored.

194 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Loans and receivables credit risk analysis

In thousands of euros At December 31, 2016 At December 31, 2015

Neither past due nor impaired (1) 1,880,539 1,699,488 Past due but not impaired 165,647 125,417 Impaired 34,324 39,310

TOTAL 2,080,510 1,864,215 (1) Net of provisions for stolen and damaged cars (see Note 21). 03

The maximum exposure to credit risk at the reporting date is a the risk of bankruptcy of a significant supplier and the the carrying amount of loans and receivables. The Group does subsequent uncertainty surrounding future supplies. not hold any collateral as security. No single customer accounts for 10% or more of Europcar Loans and receivables neither past due nor impaired relate to Groupe’s revenue in 2016. a number of independent counterparties for whom there is no In addition, the Group has implemented procedures to recent history of default or expected default. monitor and reduce credit risk exposure that include customer The Group’s credit risk exposure to car manufacturers and credit limits in the information system, monthly tracking of dealers primarily arises from: car manufacturer credit ratings and overdue receivable risk monitoring reporting. The aged analysis of loans and receivables a the risk of non-recoverability of receivables relating to past due but not impaired and excluding ﬁ nancial loans and buyback commitments received from car manufacturers; receivables is as follows: a the risk of having to self-ﬁ nance the receivables referred to in the previous point; and

Between Less than 3 and More than 3 months 6 months 6 months In thousands of euros Not yet due past due past due past due Total

Vehicle buy-back agreement receivables 1,059,974 - - - 1,059,974 Fleet receivables 508,985 92,855 7,218 3,681 612,739 Rental receivables 148,343 32,870 9,862 7,843 198,918 Customers 21,997 1,403 236 6,891 30,527 Other receivables 55,639 - - - 55,639

TOTAL AT DECEMBER 31, 2016 1,794,938 127,128 17,316 18,415 1,957,797

Between Less than 3 and More than 3 months 6 months 6 months In thousands of euros Not yet due past due past due past due Total

Vehicle buy-back agreement receivables 1,024,702 - - - 1,024,702 Fleet receivables 444,957 52,969 85 3,511 501,522 Rental receivables 136,290 47,391 13,442 12,092 209,215 Customers 15,719 1,522 412 6,376 24,029 Other receivables 53,715 26 21 13 53,775

TOTAL AT DECEMBER 31, 2015 1,675,383 101,908 13,960 21,992 1,813,243

EUROPCAR REGISTRATION DOCUMENT 2016 195 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

28.3 Price risk forecasts are consolidated at Group Treasury level and analyzed by Group management and operational units. The Group is not exposed to equity price risk given the non- The budget, on which is based the cash forecast for fi scal year material amounts of its fi nancial investments classifi ed as either 2017, has been built on assumptions taking into account the available-for-sale or recognized at fair value through profi t or impact of the currently uncertain economic environment. loss. The Group is not directly exposed to commodity price The liquidity risk management strategy is based around risk but is exposed to the risk of increasing holding costs for maintaining suffi cient available lines of credit and guaranteed vehicles. credit facilities for appropriate amounts. Given the dynamic nature of the underlying businesses—particularly seasonal 28.4 Liquidity risk fl uctuations—fl exible fi nancing arrangements are provided by guaranteed medium- to long-term revolving lines of credit. The Group is currently monitored by the Moody and Standard The following table presents the Group’s fi nancial liabilities & Poor’s rating agencies, which have awarded it the following including hedging derivatives by relevant maturity, based ratings: B1 stable outlook and B+ stable outlook, respectively. on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table Management monitors rolling forecasts of the Group’s liquidity are the contractual undiscounted cash fl ows. Balances due reserve on the basis of expected cash fl ows determined on a within 12 months are equal to their carrying values, as the consolidated basis. Each operational entity produces liquidity impact of discounting is not signifi cant. and cash forecasts for internal reporting purposes. Those

From 1 year Up to 1 year to 5 years > 5 years Total

In thousands of euros Fair value Principal Interest Principal Interest Principal Interest Principal Interest

December 31, 2016 Notes issued 949,417 - 52,438 - 209,750 950,000 62,214 950,000 324,402 Bank borrowings and fi nance lease liabilities 463,820 130,335 8,781 333,485 15,647 - - 463,820 24,428 Senior asset fi nancing facility 686,238 - 8,810 686,238 22,759 - - 686,238 31,569 Other borrowings 78,207 57,561 1,150 20,646 641 - - 78,207 1,791 Derivative liabilities 56,216 - - - 56,216 - - - 56,216 Trade and fl eet payables 679,678 679,678 - - - - - 679,678 - Deposits 41,541 41,541 - - - - - 41,541 -

TOTAL FINANCIAL LIABILITIES 2,955,117 909,115 71,179 1,040,369 305,013 950,000 62,214 2,899,484 438,406

196 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

From 1 year Up to 1 year to 5 years > 5 years Total

In thousands of euros Fair value Principal Interest Principal Interest Principal Interest Principal Interest

December 31, 2015 Notes issued 818,771 - 45,250 - 181,000 825,000 51,432 825,000 277,682 Bank borrowings and fi nance lease liabilities 529,939 102,810 15,700 437,937 (1) 32,642 - - 540,747 48,342 Senior asset fi nancing facility 653,856 - 19,300 658,284 (1) 49,858 - - 658,284 69,158 Other borrowings 62,400 62,400 - - - - - 62,400 - 03 Derivative liabilities 52,090 - - - 52,090 - - - 52,090 Trade and fl eet payables 882,234 882,234 - - - - - 882,234 - Deposits 37,379 37,379 - - - - - 37,379 -

TOTAL FINANCIAL LIABILITIES 3,036,669 1,084,823 80,250 1,096,221 315,590 825,000 51,432 3,006,044 447,272

(1) Revolving credit facilities are classiﬁ ed on the balance sheet as current liabilities given their nature.

The table below shows the credit limits and balances with the three major counterparties at the reporting date:

At December 31, 2016 At December 31, 2015

In thousands of euros Credit limit Utilized Credit limit Utilized

Revolving credit (1) 350,000 26,400 350,000 94,400 Senior asset fi nancing lines related to fl eet fi nancing 1,300,000 692,970 1,100,000 658,284 Financing other than senior asset fi nancing lines related to fl eet fi nancing (2) 1,055,680 808,321 1,224,661 877,171

(1) The amounts drawn include the revolving credit facility of €13 million at December 31, 2016 (2015: €81 million) and guarantees given in the course of the Group’s operations. (2) Mainly relates to fl eet operations in the United Kingdom, which are fi nanced through credit lines other than the senior fl eet fi nancing loan.

28.5 Capital risk management Europe Limited entities, which reinsure part of such risks with a reinsurance structure hosted by Euroguard, a protected cell reinsurance company. The Group owns a reinsurance The Group’s objectives when managing capital are to safeguard cell (9) within Euroguard, which has been consolidated since the Group’s ability to continue as a going concern in order January 2006. Local Europcar entities ﬁ nance a signiﬁ cant to provide returns for shareholders and benefits for other portion of the risk through a franchise funding mechanism stakeholders and to maintain an optimal capital structure to managed via another cell (0) located within Euroguard, which reduce the cost of capital. acts simply as a fund manager. The funds hosted in this cell In order to maintain or adjust the capital structure, the Group are also consolidated. may adjust the amount of dividends paid to shareholders, The Spanish, Australian and New Zealand subsidiaries buy return capital to shareholders, issue new shares or sell assets insurance coverage in their local markets using conventional to reduce debt. risk transfer mechanisms.

28.6 Insurance risks (i) Frequency and severity of claims The Group uses its auto ﬂ eet liability insurance programs to The Group’s operating subsidiaries located in France, the insure against property damage and bodily injury caused to United Kingdom, Portugal, Belgium, Italy and Germany buy third parties by the drivers of Europcar vehicles. Because auto local motor third party liability insurance policies through AIG liability insurance is mandatory, the risk is initially transferred

EUROPCAR REGISTRATION DOCUMENT 2016 197 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

from ground up to the insurer, but partly funded and reinsured The trend observed in the markets where Europcar operates is by Europcar as a group on the back end side through various an increase in the unit cost of bodily injury claims. This is due risk self-fi nancing techniques. to economic, legal and social factors. The cost of Europcar’s auto fl eet liability risk is based on a combination of frequency and severity events. Europcar has (ii) Sources of uncertainty in the estimation developed a strategy based on self-fi nancing frequent risks and of future claim payments effectively transferring severity risk to the insurer (applicable Claims falling within the scope of motor third party liability to the main countries in which the Group operates, with the insurance policies give rise to compensation payable on a exception of Spain, Australia and New Zealand for the reasons case-by-case basis. The Group, by virtue of the self-insurance set out above): component of the program, fi nancially bears all claims insured a operating a large fl eet entails signifi cant risk of the occurrence up to €500,000 per claim over the period. Part of the claims of multiple small third party claims. The expense stemming occurring during a given insurance period materializes after the from these small claims can be predicted with a good level expiry of this period due to the late notifi cation of claims and of certainty by actuaries, who factor into their projections changes during the period subsequent to the period covered the variation in activity and trends observed in the various (usually due to a deterioration in the health status of the victim countries. A line of €500,000 per claim is self-insured in this or the judicial character of the case). As a result, liability claims manner; are settled over a long period of time and a larger element of the claims provision relates to incurred but not reported claims a operating a fleet also results in the occurrence of more (IBNR). random and more costly events, essentially bodily injury claims from third parties invoking Europcar’s liability. Such events cannot be anticipated by actuaries with a satisfactory (iii) Changes in assumptions and methodology level of certainty, which is why the portion of risk exceeding The Group did not change any of the main assumptions or €500,000 is carried by the insurer. methodologies for the insurance contracts disclosed in this note in 2016, other than updating its cost in light of the time value of money.

NOTE 29 DERIVATIVE FINANCIAL INSTRUMENTS

Total interest rate derivatives eligible for hedge accounting.

Fair value Impact on Fair value at adjustments ﬁ nancial Impact In thousands of euros Nominal Indexing 12/31/2016 during period income on equity

1-month Interest rate swaps expiring in 2020 (1) -0.5161% 1,000,000 Euribor (30,614) (1,252) (680) (572) 6-month Interest rate swaps expiring in 2021(2) -0.96% 600,000 Euribor (25,602) (2,874) - (2,874) 1-month Interest rate caps expiring in 2020 – 0% 200,000 Euribor 1,151 219 219 -

ASSET SWAPS 1,800,000 (55,065) (3,907) 461 (3,446)

(1) Maturity extended until October 2020 and rate regociated in 2016 : the rate has been reduced to 0,5161% (in 2015 the rate was 0,8059%). (2) Maturity extended until July 2021, change in rate at 0.96% and nominal value increased to €600 million (in 2015 the rate was 1,099%).

198 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Fair value Impact on Fair value at adjustments ﬁ nancial Impact In thousands of euros Nominal Indexing 12/31/2015 during period income on equity

Interest rate swaps expiring in 2017 (1) -0.8059% 1,000,000 1-month (16,753) 3,192 - 3,192 Euribor Interest rate swaps expiring in 2020 (2) -1.099% 600,000 6-month (22,728) (803) 900 (1,703) Euribor Asset swaps 1,600,000 Forward interest rate swaps expiring in 2019 -0.6418% 1,000,000 1-month (12,609) (12,609) (1,811) (10,798) Euribor 03 Interest rate swaps expiring in 2015 -0.143% 900,000 1-month -58-58 Euribor Interest rate swaps expiring in 2015 (3) -2.43% 1,300,000 1-month - - (554) 554 Euribor

(52,090) (10,162) (1,465) (8,697)

(1) Maturity extended until October 2020 and renegotiation of rates in 2016: the rate was reduced to 0.5161% (in 2015, the rate was 0.8059%). (2) Maturity extended until July 2021, rate change to 0.96% and nominal increased to €600 million (in 2015, the rate was 1.099%). (3) Wound up in April 2012 in exchange for a cash balance payment of €67 million amortized over the initial term of the swap (January 2015).

The fair value of a hedging derivative is recorded as a non- value is recognized in equity. In 2016, a charge of €0.7 million current asset or liability if the remaining maturity of the hedged was recorded in net financing costs for the inefficiencies item is more than 12 months, and as a current asset or liability generated by the Euribor 1-month forward swap (in 2015, the if the maturity of the hedged item is less than 12 months. expense was €1.8 million). The forward swap agreements qualify for cash ﬂ ow hedge The consideration of credit risk in the valuation of derivatives accounting and therefore the effective portion of changes in fair had no material impact on fair value as of December 31, 2016.

NOTE 30 EMPLOYEE BENEFITS

At December 31, 2016 At December 31, 2015

Other LT Other LT employee employee In thousands of euros Pensions beneﬁ ts Total Pensions beneﬁ ts Total

Non-current 136,987 2,910 139,897 115,849 3,446 119,295 Current 3,247 - 3,247 2,944 - 2,944

TOTAL 140,234 2,910 143,144 118,793 3,446 122,239

EUROPCAR REGISTRATION DOCUMENT 2016 199 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

30.1 Net liability recognized in the statement of ﬁ nancial position

The Group has deﬁ ned beneﬁ t pension obligations for some of the Group’s employees in the United Kingdom, France, Germany, Italy and Belgium.

In thousands of euros At December 31, 2016 At December 31, 2015

Present value of funded or partially funded obligations (A) (81,626) (76,045) Fair value of plan assets (B) 68,685 71,630 Surplus/(Deﬁ cit) at period end (1) (12,941) (4,415) Present value of unfunded obligations (C) (127,293) (114,378) Unrecognized prior service costs --

NET LIABILITY FOR DEFINED BENEFIT OBLIGATIONS AT END OF PERIOD (140,234) (118,793) Inc.: A statement of ﬁ nancial position liability of 140,234 118,793 A statement of ﬁ nancial position asset of --

(1) Mainly in the United Kingdom and Belgium.

30.2 Change in net liabilities recognized in the statement of ﬁ nancial position

In thousands of euros At December 31, 2016 At December 31, 2015

Net liability for defi ned benefi t obligations at January 1st (118,793) (123,689) Changes in scope of consolidation (326) 156 Settlements (13) (39) Contributions paid into plan 1,669 2,901 Benefi ts paid 3,585 2,662 Current service cost, interest expense and expected return on plan assets (4,888) (5,475) Past service cost - (8) Actuarial gains/(losses) recognized in equity (1) (22,561) 4,179 Curtailments 887 596 Foreign currency differences 206 (76)

NET LIABILITY FOR DEFINED BENEFIT OBLIGATIONS AT END OF PERIOD (140,234) (118,793)

(1) Given the changes to the discount rate at December 31, 2016 based on the ﬁ rst-tier corporate bonds in Germany (2% at December 31, 2015 versus 1.30% at December 31, 2016) and the United Kingdom (3.85% at December 31, 2015 versus 2.60% at December 31, 2016), the pension commitments for these two countries were remeasured by €(11.1) million and €(9.5) million respectively.

200 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

30.3 Movement in deﬁ ned beneﬁ t obligations

In thousands of euros At December 31, 2016 At December 31, 2015

Defi ned benefi t obligations at January 1 (190,423) (191,115) Curtailments 887 596 Settlements (13) (39) Defi ned benefi t obligations acquired as part of a business combination (326) 156 Benefi ts paid 6,187 6,603 Current service cost (2,616) (3,349) 03 Interest on obligations (4,642) (4,645) Actuarial gains/(losses) recognized in equity (27,877) 5,261 Foreign currency differences 9,904 (3,891)

DEFINED BENEFIT OBLIGATIONS AT END OF PERIOD (A)+(C) (208,919) (190,423)

30.4 Plan assets

2016 2015

In % (average) Eurozone United Kingdom Eurozone United Kingdom

Equities 0% 18% 0% 17% Debt 0% 54% 0% 52% Other assets 100% 28% 100% (1) 32%

(1) Diversiﬁ ed insurance vehicles, which are composed of a mix of equities, bonds and cash, were classiﬁ ed as “other instruments”.

30.5 Change in assets of the deﬁ ned beneﬁ t plans

In thousands of euros At December 31, 2016 At December 31, 2015

Fair value of plan assets at January 1 71,630 67,425 Contributions paid into plan 1,669 2,901 Beneﬁ ts paid (2,602) (3,941) Expected rate of return on plan assets 2,370 2,519 Actuarial gains/(losses) recognized in equity 5,316 (1,082) Foreign currency differences (9,698) 3,808

FAIR VALUE OF PLAN ASSETS AT END OF PERIOD (B) 68,685 71,630

30.6 Expenses recognized in the income statement for deﬁ ned beneﬁ t plans

In thousands of euros At December 31, 2016 At December 31, 2015

Current service costs 1,326 3,107 Interest on obligations 5,749 4,647 Expected rate of return on plan assets (2,370) (2,318) Past service cost -7 Curtailments/settlements (889) (148)

3,816 5,295

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The expense is recognized in “Personnel costs” and analyzed estimated charge recognized in the income statement for 2017 in Note 7, excluding the ﬁ nancial cost and expected return on the basis of assumptions at December 31, 2016, amounts on plan assets, and amounted to €3.1 million. In the three to €4.1 million. main countries (France, Germany and United Kingdom), the

30.7 Actuarial assumptions

Group obligations are valued by an external independent actuary, based on assumptions at the reporting date that are periodically updated. These assumptions are set out in the table below:

2016 2015

Eurozone Eurozone excl. United excl. United Germany (1) Germany Kingdom Germany (1) Germany Kingdom

Discount rate 1.30% 1.30% 2.60% 2.00% 2.00% 3.85% 1.50% to 1.00% to Inﬂ ation rate 1.80% 1.00% 3.30% 2.00% 1.00% 3.25% 1.75% to 2.00% to Expected rate of salary increase 3.50% 2.00% - 3.50% 2.00% 3.25% 0.00% to Expected rate of pension increase 0.00% to 3.5% 1.00% 3.15% 3.00% 1.00% 3.10% 1.30% to 1.75% to Expected rate of return on plan assets 2.00% na 2.60% 2.00% na 3.85%

(1) The eurozone includes plans in Italy, France and Belgium expressed as a weighted average.

The discount rate is the yield at the reporting date on bonds Assumptions concerning long-term returns on plan assets are with a credit rating of at least AA that have maturities similar to based on the discount rate used to measure defi ned benefi t those of the Group’s obligations. obligations. The impact of the revised IAS 19 is not material for Europcar Groupe. A 0.25% increase in the discount rate would reduce the benefi t obligation by €8.5 million; a 0.25% decrease in the discount Assumptions regarding future mortality rates are based on rate would increase the benefi t obligation by €9.4 million. best practice and published statistics and experience in each country. The estimated return on plan assets has been determined based on long-term bond yields. All of the plan assets are allocated to United Kingdom and Belgian employees.

30.8 Actuarial gains and losses recognized directly in equity (net of deferred tax)

In thousands of euros At December 31, 2016 At December 31, 2015

Cumulative opening balance (37,939) (41,724) Gain/(loss) recognized during the year/period (15,892) 3,785 Cumulative closing balance (53,831) (37,939)

202 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

30.9 Experience adjustments

In thousands of euros 2016 2015 2014 2013 2012 2011 2010

Present value of defi ned benefi t obligations (68,320) (63,917) (61,369) (50,720) (47,859) (42,325) (38,098) Fair value of plan assets 63,053 65,992 61,669 49,880 47,155 40,668 36,617 (surplus)/defi cit 5,266 (2,075) (300) (840) (705) (1,657) (1,481) Experience adjustments to plan liabilities (962) (247) 1,372 313 - - 850 Experience adjustments to plan assets 5,097 (1,071) 36 1,444 3,174 679 2,434 03

30.10 Contributions to deﬁ ned contribution plans

In 2016, the Group paid contributions to deﬁ ned-contribution schemes of €3 million (2015: €2.9 million).

NOTE 31 PROVISIONS

Insurance claim Reconditioning Other In thousands of euros provisions provisions provisions Total

Balance at January 1, 2015 138,183 31,774 80,554 250,511 Provisions recognized during the period 73,743 78,904 76,289 (1) 228,936 Provisions utilized during the period (77,938) (76,121) (34,372) (188,431) Provisions reversed during the period - - (20,223) (20,223) Transfers - - 1,231 1,231 Effect of foreign exchange differences 2,242 403 586 3,231 BALANCE AT DECEMBER 31, 2015 136,230 34,960 104,065 275,255 Non-current - - 25,168 25,168 Current 136,230 34,960 78,897 250,087 136,230 34,960 104,065 275,255 Balance at January 1, 2016 136,230 34,960 104,065 275,255 Provisions recognized during the period 68,221 90,775 20,719 179,715 Provisions utilized during the period (69,653) (88,533) (28,075) (186,261) Provisions reversed during the period (12,825) - (9,750) (22,575) Changes in scope of consolidation - 210 297 507 Effect of foreign exchange differences (5,538) (1,174) (537) (7,249) BALANCE AT DECEMBER 31, 2016 116,435 36,238 86,719 239,392 Non-current - - 18,640 18,640 Current 116,435 36,238 68,079 220,752

116,435 36,238 86,719 239,392

(1) Including, in 2015, a provision of €45 million for ongoing disputes with the French Competition Authority (see Note 35).

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31.1 Insurance claim provisions must be returned at the end of a certain period (less than 12 months) and in a certain “condition” (mileage, cleanliness, etc.). Consequently, the Group has commitments to these Most of these provisions relate to the insurance risks described manufacturers under these contracts and recognizes in the Section “Financial risk management”. For the portion a provision to cover the cost of restoring the fl eet at the of the self-fi nanced automotive liability risk, Europcar annually balance sheet date. This cost is determined from statistics establishes a cost schedule for the insurance and brokerage compiled by the Fleet Department over the last 6 to 12 costs, taxes and cost of the self-fi nanced portion for each months. There are no specifi c key assumptions, but only country. The cost is determined by day of rental and is included statistical support. in the budget instructions sent to each country at the end of the year. Based on the cost per day of rental, Europcar entities set aside funds to cover costs based on the self-fi nanced portion 31.3 Other provisions that will pay claims when benefi ts are actually due to third parties. Other provisions relate mainly to reserves for: a risks and liabilities for damages to cars fi nanced through 31.2 Reconditioning provisions operating leases; a restructuring costs (personnel costs and the costs of moving The provision for reconditioning relates to costs incurred for the Group’s head offi ce); the present fl eet at the end of the buy-back agreement period. a litigation costs include litigation with franchisees, employee Europcar acquires a large proportion of its vehicles from car disputes and accident claims. manufacturers with buy-back commitments at the end of the contract. These contracts usually stipulate that the vehicles

31.4 Provisions added or reversed in the income statement

In thousands of euros At December 31, 2016 At December 31, 2015

Included in “Fleet operating, rental and revenue related costs” (10,901) (2,669) Included in “Personnel costs” (2,817) (6,418) Included in “Network and head ofﬁ ce overhead costs” (1,486) (1,015) Included in “Other income” (16,996) (2,779) Included in “Other non-recurring income and expenses” (1,328) 13,959 Included in “Net ﬁ nancing costs” 2,158 2,311 Included in “Income tax” (3,001) 15,687

TOTAL PROVISIONS ADDED OR REVERSED (34,371) 19,076

NOTE 32 OTHER INFORMATION ON FINANCIAL ASSETS AND LIABILITIES

This note presents the Group’s financial instrument fair The fair value of fi nancial instruments that are not traded in value measurement methodology. The Group’s fi nancial risk an active market (for example, over-the-counter derivatives) management policy is described in Note 28 “Financial risk is determined by using valuation techniques. The Group uses management”. a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Quoted The fair value of fi nancial instruments traded in active markets market prices or dealer quotes for similar instruments are (such as trading and available-for-sale securities) is based on used for long-term debt. Other techniques, such as estimated quoted market prices at the reporting date. The quoted market discounted cash fl ows, are used to determine fair value for the price used for fi nancial assets held by the Group is the current remaining fi nancial instruments. The fair value of interest rate bid price: Level 1 in the fair value measurement hierarchy. swaps is calculated using the discounted cash fl ow method: Level 2 in the fair value measurement hierarchy.

204 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

The carrying value less the provision for impairment of value of which was determined using the prices quoted on receivables and payables is assumed to be close to the fair December 31, 2016 and on December 31, 2015 on the Euro value of those items. MTF Market. Given the maturity of the ﬁ nancial debts, other liabilities and The fair values of the other financial assets and liabilities their respective interest rates, management has concluded (investments, other assets, trade receivables and payables) are that the fair value of the ﬁ nancial liabilities is close to their book close to their carrying amounts in view of their short maturities. value, except for bonds maturing in 2020 and 2021, the fair

The fair values of fi nancial assets and liabilities, together with their carrying amount in the statement of fi nancial position, are as follows: 03 Fair value Fair value Fair value at Carrying Fair through through amortized In thousands of euros Notes value value profi t or loss equity cost

Fair value at December 31, 2016 Customers 23 285,083 285,083 - - 285,083 Deposits and current loans 19 40,348 40,348 - - 40,348 Vehicle buy-back agreement receivables 21 1,639,707 1,639,707 - - 1,639,707 Fleet receivables 22 612,739 612,739 - - 612,739 Deposits, other receivables and loans 23 23,858 23,858 - - 23,858 TOTAL OF LOANS AND RECEIVABLES 2,601,735 2,601,735 - - 2,601,735 Investments in non-consolidated entities 19 1,224 - - 1,224 - Other ﬁ nancial assets 19 79,245 79,245 - - 79,245 Restricted cash 24 105,229 105,229 105,229 - - Cash and cash equivalents 24 154,344 154,344 154,344 - - Derivative assets 29

TOTAL FINANCIAL ASSETS (1) 2,941,777 2,940,553 259,573 1,224 2,680,980 Notes and borrowings 27 953,240 1,001,766 - - 1,001,766 Trade payables 23 440,065 440,065 - - 440,065 Fleet payables 22 551,344 551,344 - - 551,344 Bank overdrafts and portion of loans due in less than one year 27 1,224,442 1,224,442 - - 1,224,442 Derivative liabilities 29 56,216 56,216 - 56,216 -

TOTAL FINANCIAL LIABILITIES (1) 3,225,307 3,273,833 - 56,216 3,217,617

(1) Financial assets and liabilities are not offset as they were not contracted with the same counterparties.

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Fair value Fair value Fair value at Carrying Fair through through amortized In thousands of euros Notes value value proﬁ t or loss equity cost

Fair value at December 31, 2015 Customers 23 287,018 287,018 - - 287,018 Deposits and current loans 19 6,046 6,046 - - 6,046 Vehicle buy-back agreement receivables 21 1,024,702 1,024,702 - - 1,024,702 Fleet receivables 22 501,522 501,522 - - 501,522 Deposits, other receivables and loans 23 14,987 14,987 - - 14,987 TOTAL OF LOANS AND RECEIVABLES 1,834,275 1,834,275 --1,834,275 Investments in non-consolidated entities 19 280 280 - 280 - Other ﬁ nancial assets 19 88,236 88,236 - - 88,236 Restricted cash 24 97,366 97,366 97,366 - - Cash and cash equivalents 24 146,075 146,075 146,075 - - Derivative assets 29

TOTAL FINANCIAL ASSETS (1) 2,166,232 2,166,232 243,441 280 1,922,511 Notes and borrowings 27 801,183 839,109 - - 839,109 Trade payables 32 468,453 468,453 - - 468,453 Fleet payables 22 567,931 567,931 - - 567,931 Bank overdrafts and portion of loans due in less than one year 27 1,263,783 1,263,783 - - 1,263,783 Derivative liabilities 29 52,090 52,090 - 52,090 -

TOTAL FINANCIAL LIABILITIES (1) 3,153,440 3,191,366 - 52,090 3,139,276

(1) Financial assets and liabilities are not offset as they were not contracted with the same counterparties.

The level in the fair value hierarchy at which fair value measurements are categorized, for assets and liabilities measured in the statement of ﬁ nancial position, is as follows:

In thousands of euros At December 31, 2016 Level 1 Level 2 Level 3

Assets measured at fair value Other ﬁ nancial assets 1,224 1,224 - - Cash and cash equivalents 259,806 259,806 - -

TOTAL 261,030 261,030 - -

In thousands of euros At December 31, 2016 Level 1 Level 2 Level 3

Liabilities measured at fair value Derivative liabilities 56,216 - 56,216 -

TOTAL 56,216 - 56,216 -

Time-frame for recycling items from OCI to proﬁ t and loss:

In thousands of euros At December 31, 2016 2017 2018 2019 2020 2021

Recycling of completed operations ------Recycling of operations in progress 56,216 15,769 15,353 13,755 9,803 1,536

206 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 33 OFF-BALANCE SHEET COMMITMENTS

33.1 Fleet operating leases

The Group’s minimum future payments for non-cancellable operating leases as of December 31, 2016 are as follows:

At December 31, 2016 At December 31, 2015 Including Including 03 amounts amounts related to related to In thousands of euros Total rental ﬂ eet Total rental ﬂ eet

Payable: Within 1 year 253,026 190,439 233,581 185,230 From 1 to 5 years 138,479 3,793 115,339 8,002 More than 5 years 35,152 - 37,558 -

426,657 194,232 386,478 193,232

The Group leases vehicles in Germany, Belgium, Portugal, 33.4 Contingent assets and liabilities France, Spain, Australia and New Zealand. The Group also and guarantees leases facilities and other assets. Facilities and other asset leases run for a period of three to nine years in most instances, Guarantees given by the Group usually with an option to renew the lease after that date. a The Group has provided various guarantees (mostly joint and In the year ended December 31, 2016, €256.8 million were several guarantees) to certain third parties (mainly for fl eet recognized as an expense in the income statement for leasing transactions) within the normal course of business, operating leases related to the rental fl eet (€265.5 million as well as some specifi c purpose guarantees, including a at December 31, 2015). For assets other than the rental €45 million guarantee to AIG Europe Ltd for the performance fleet leased under operating leases (mainly rental station of certain obligations of its self-insurance program (Loss facilities), expenses recorded in the 2016 consolidated income Retention Agreement), which could be exercised in the statement were €70.0 million (€67.1 million at December 31, highly unlikely event that Europcar were unable to meet its 2015). commitments under such Loss Retention Agreement. a A December 31, 2016, ECG had given €13.4 million in 33.2 Capital commitments for vehicle guarantees to suppliers (December 2015: €26.7 million). purchases Contingent assets totaled €3.2 million (December 2015: €5.1 million). During 2016, the Group entered into contracts to purchase a Securitifleet SAS and Securitifleet SL respectively own vehicles. As of December 31, 2016, current commitments a substantial part of the fl eet leased by Europcar France amounted to €1,040 million (December 2015: €1,037.5 million). S.A.S and Europcar IB S.A. to their respective clients, and have given their vehicles as a guarantee: for Securitifl eet S.A.S, in favor of Crédit Agricole Corporate and Investment 33.3 Asset purchase commitments Bank, its successors and assignees and, more particularly, in favor of the French securitization mutual fund, FCT During 2016, the Group entered into contracts to purchase Sinople, in accordance with the provisions of Articles intangible assets and property, plant and equipment. As of 2333ff. of the French Civil Code and, for Securitifl eet S.L., December 31, 2016, current commitments amounted to in favor of its creditors and its successors and assignees €0.8 million (December 2015: €0.7 million). pursuant to a contract known as the “Spanish Securitifl eet Financing Agreement” and in accordance with Article 1863 of the Spanish Civil Code. For the requirements of these pledges, Europcar France S.A.S. and Europcar IB S.A. were respectively appointed as third party holders (tiers convenu and tercero poseedor de conformidad) in accordance with

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the provisions of Article 2337 of the French Civil Code specifi c implementations, the Company may still receive and Article 1863 of the Spanish Civil Code, respectively. compensation subject to the completion of ongoing litigation Consequently, any vehicle returned by customers of Europcar or pre-litigation and in agreement with Volkswagen on the France S.A.S. or Europcar IB S.A. will either have to be fi nal amount of such compensations. made to Europcar France S.A.S. or Europcar IB S.A. in their Pledges capacity as agreed third party (tiers convenu and tercero poseedor de conformidad) or, if applicable, to any other a The Group has granted pledges on some of its assets, in entity substituted for them and under no circumstances to particular subsidiaries’ shares, receivables, bank accounts Securitifl eet France SAS or Securitifl eet S.L. and business assets. The assets of the Securitifl eet group as well as those related to Securitifl eet group operations are Guarantees received by the Group pledged in favor of EC Finance Notes holders and the lenders a ECG received a vendor warranty granted by the Volkswagen of the SARF 2015. Other assets have been pledged in favor group at the time of the acquisition of Europcar Groupe in of the lenders of the Senior Revolving Credit Facility, except 2006. This guarantee has expired and cannot now be called for certain United Kingdom based assets and Australia/New upon except in relation to certain very specific matters. Zealand based assets which are pledged in favor of the local However, relating to previous implementations or such lenders for those respective territories.

NOTE 34 RELATED PARTIES

Under IAS 24, related parties include parties with the ability to The Group also subscribed to the capital increase of its control or exercise signifi cant infl uence over the reporting entity. subsidiary Ubeeqo for €4 million at the time of its acquisition All business transactions with non-consolidated subsidiaries in 2014 and for €5.0 million in 2015. It also granted Ubeeqo a are conducted at arm’s length. Several members of the loan for €11.6 million. Group’s management and Supervisory Board are members of the management bodies of companies with which Europcar Groupe S.A. has relations in the normal course of its business 34.3 Compensation of key executives activities. All transactions with these parties are conducted at arm’s length. In 2015, at the time of the Company’s IPO, a new governance structure was implemented. Henceforth the Management Board has the authority and responsibility to plan, direct and control 34.1 Transactions with related parties the activities of the Group. For this reason, the compensation controlled by Eurazeo of its members is detailed below. In addition to their salaries, the Group provides non-cash Until 2015, the Group had a service agreement with Eurazeo. benefits to executive officers and contributes to a post- These services were provided by Eurazeo and billed directly to employment defi ned benefi t plan on their behalf. There were Europcar Groupe S.A… As of December 31, 2015, income and no signifi cant transactions with any companies related directly expenses related to Eurazeo amounted to €1,695 thousand or indirectly to key management members disclosed in the and €1,894 thousand. management report of the Europcar subsidiaries. The agreement was valid from January 1, 2015 to July 31, The senior executives of the Group were compensated as 2015. follows during the year. Employee salaries and short-term benefi ts include salaries, wages and payroll taxes. 34.2 Transactions with companies over which Europcar Groupe exercises signifi cant infl uence

The Group has subscribed to the capital increase of Car2go Europe in line with its 25% stake for the following amounts: €5.7 million in 2012, €5 million in 2013, €5.7 million in 2014, €12.5 million in 2015 and €6.3 million in 2016.

208 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

In thousands of euros At December 31, 2016 At December 31, 2015

Employee salaries and short-term beneﬁ ts 3,400 9,206 (1) Post-employment beneﬁ ts 93 59 Termination indemnities 1,874 -

5,367 9,265

(1) 2015 employee salaries and short-term beneﬁ ts were modiﬁ ed to include social charges. 03

NOTE 35 CONTINGENCIES

In the normal course of its activity, the Group is involved in Italian Competition Authority investigation judicial, administrative or regulatory proceedings. Under the July 29, 2015, Offi cers of the Italian Antitrust Authority (“IAA”) accounting standards applicable to the Group, a provision is carried out an inspection at the Europcar Italy ’s premises in recognized on the balance sheet when the Group is bound by relation to IAA’s decision to open an in depth investigation an obligation arising from a past event, it is possible that an against ANIASA (the Italian Associations of Car rental outfl ow of economic resources will be required to settle the Companies) and its members (including Europcar Italia), obligation, and the amount can be reliably estimated. related to the business data exchanges in the main fi eld of The main disputes and proceedings currently in progress or the Long Term Car Rental (NLT) in order to verify a possible that have evolved during the period are as follows: agreement which restricts competition. On December 7, 2016 L’IAA has sent to Europcar its notifi cation of grievance. This Proceeding of the French Competition Authorities notifi cation of grievance stated that Europcar is only active on the short term car rental market and is not concerned by the The French Competition Authority (Autorité de la concurrence incriminated behavior. Europcar has also not been included in – ADLC) has initiated a procedure in the vehicle rental sector. the list of company who may potentially be sanctioned. The On February 17, 2015, the ADLC addressed a statement of hearing is scheduled for March 1st, 2017. objections to Europcar France, as well as to other stakeholders, relating to certain practices that are alleged not to be compliant Dispute with a former franchisee and sub-franchisees in Brazil with French competition regulations. Two of the Group’s sub-franchisees in Brazil, Rentax Europcar France lodged its statement of defense brief on Locação e Comércio de Veículos Ltda. (“Rentax”) and May 20, 2015. The Company strongly contests the complaints Horizon Distribuidora Veículos Ltda. (“Horizon”), have fi led and the underlying arguments, further to which the ADLC’s suit against ECI and its previous franchisee in Brazil, Cia Ec case-handler is expected to submit a report to the Competition Br de Franquias e Locação de Veículos Ltda. (“EC-BR”), Authority College during the fi rst half of 2016. Following the fi ling claiming wrongful termination of the franchise contract of those statements in response, the reporter of the French concluded between ECI and EC-BR. Rentax and Horizon’s Competition Authority issued a report to the College on June 2, claim amounts to approximately 19,525,151 Brazilian real 2016. Europcar France replied to this report on September 5, (approximately €6 million). 2016. The hearing before the College of Competition Authority took place on December 12, 2016. ECI disputes these claims both on the basis that they are time-barred and on the merits, due to (i) the absence of a On February 27, 2017, the French Competition Authority has contractual link with these two sub-franchisees and (ii) the rendered a dismissed case decision upon a proceeding in absence of wrongful behavior in ECI’s termination of its the car rental sector, considering that the alleged practices contract with EC-BR. covered by the investigation services were not established. As this decision may be subject to an appeal before Paris Court of In procedural terms, the lower court ruled that the lawsuit Appeals, the provision of €45 million recorded in non-recurring initiated by Rentax and Horizon was not barred by the statute expenses as at December 31st, 2015 (see Note 12), has been of limitations and that if ECI were found liable, it would not maintained as at December 31st, 2016. be able to seek recourse against EC-BR. On appeal, the decision was partially overturned by the Court of Appeals,

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which found that that ECI could seek recourse against Dispute with a previous franchisee in Israel EC-BR, allowing it to obtain repayment from EC-BR of any Kalrom Leasing And Financing Ltd and Kalrom Motors & payment that ECI might make pursuant to an unfavorable Engineering Equipment Ltd have brought an action against legal decision. ECI, considering that the Court of Appeals Europcar International; Europcar France, Europcar Group UK had not analyzed all of its arguments related to the statute Ltd before the Lod District Court in Israel, claiming for €3 million of limitations, ﬁ led an appeal with the Court of Justice of Sao in damages on the grounds of breach of agreements and Paulo on September 8, 2014. The ruling on March 17, 2015 unilateral termination of contracts. However, Kalrom Leasing conﬁ rmed that the lawsuit was not barred by the statute of And Financing Ltd is the debtor of Europcar International and limitations. This decision on the statute of limitations was its subsidiaries for approximately €1 million. Europcar entities subject to appeal before the Superior Court of Justice. This are currently contesting the venue of the Israelian courts as the appeal is still pending examination Franchise agreement has an arbitration clause which designate the Chamber of Commerce in Paris.

NOTE 36 GROUP ENTITIES

Consolidation method (1) % % Company name Local HQ (city) Country (FC/EM) interest control

Parent company Statutory Auditors’ report Voisins-le- Bretonneux France FC 1. Information on consolidated companies Europcar International S.A.S.U. Voisins-le- Bretonneux France FC 100.0% 100.0% EC1 Voisins-le- Bretonneux France FC 100.0% 100.0% Europcar Holding S.A.S. Voisins-le- Bretonneux France FC 100.0% 100.0% Europcar Lab S.A.S.U. Voisins-le- Bretonneux France FC 100.0% 100.0% Europcar Lab UK Ltd Leicester United Kingdom FC 100.0% 100.0% E-Car Club Holding Ltd Leicester United Kingdom FC 80.0% 80.0% E-Car Club Ltd London United Kingdom FC 80.0% 80.0% EC Participations. Voisins-le-Bretonneux France FC 100.0% 100% PremierFirst Vehicle Rental German Holdings GmbH Weisbaden Germany FC 0.0% 0.0% Ubeeqo S.A.S. Boulogne-Billancourt France EM 75.7% 75.7% Ubeeqo France S.A.S. Boulogne-Billancourt France EM 75.7% 75.7% Ubeeqo Luxembourg Sarl Luxembourg Luxembourg EM 75.7% 75.7% Ubeeqo SPRL Brussels Belgium EM 75.7% 75.7% Ubeeqo GmbH Düsseldorf Germany EM 75.7% 75.7% Ubeeqo Limited London United Kingdom EM 75.7% 75.7% Bluemove Madrid Spain EM 75.7% 75.7% GuidaMi Milan Italy EM 75.7% 75.7% Securitifl eet Holding S. A Paris France FC 100.0% 8.26% Securitifl eet Holding Bis S.A.S.U. Paris France FC 0.0% 0.0% EC Finance Plc London United Kingdom FC 0.0% 0.0% FCT Sinople Paris France FC 0.0% 0.0% Europcar France S.A.S. Voisins-le- Bretonneux France FC 100.0% 100.0% Securitifl eet S.A.S.U. Paris France FC 100.0% 8.26% Securitifl eet France Location S.A.S.U. Rouen France FC 100.0% 8.26%

210 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Consolidation method (1) % % Company name Local HQ (city) Country (FC/EM) interest control

Parcoto Services S.A.S Rouen France FC 100.0% 100.0% Europ-Hall S.A.U. Besançon France FC 100.0% 100.0% Locaroise SAS Beauvais France FC 100.0% 100.0% Monaco Auto Location SAM Monaco Monaco FC 100.0% 100.0% Europcar International S.A.S.U. & Co. OHG Hamburg Germany FC 100.0% 100.0% Europcar Autovermietung GmbH Hamburg Germany FC 100.0% 100.0% 03 Securitifl eet GmbH Hamburg Germany FC 100.0% 5.41% InterRent Immobilien GmbH Hamburg Germany FC 100.0% 100.0% Car2go Europe GmbH Esslingen Germany EM 25.0% 25.0% Car2go Deutschland GmbH Esslingen Germany EM 25.0% 25.0% Car2go Österreich GmbH Vienna Austria EM 25.0% 25.0% Car2go Italia S.r.l. Milan Italy EM 25.0% 25.0% Car2go UK Ltd Birmingham United Kingdom EM 25.0% 25.0% Ogotrac France S.A.S. Paris France EM 25.0% 25.0% Car2go Denmark Copenhagen Denmark EM 25.0% 25.0% Car2go Sweden Stockholm Sweden EM 25.0% 25.0% Europcar S.A. Zaventem Belgium FC 100.0% 100.0% Europcar IB S.A. Madrid Spain FC 100.0% 100.0% Securitifl eet S.L. Madrid Spain FC 100.0% 0.41% Ultramar Cars S.L. Palma de Mallorca Spain FC 100.0% 100.0% Europcar Lab Italy S.p.A. Milan Italy FC 100.0% 100.0% Europcar Italia S.p.A. Bolzano Italy FC 100.0% 100.0% Securitifl eet S.p.A. Bolzano Italy FC 99.32% 13.76% Europcar Internacional Aluguer de Automoveis S.A. Lisbon Portugal FC 100.0% 100.0% Europcar Services Unipessoal, LDA. Lisbon Portugal FC 100.0% 100.0% Europcar United Kingdom Limited Watford United Kingdom FC 100.0% 100.0% PremierFirst Vehicle Rental EMEA Holdings Ltd Leicester United Kingdom FC 100.0% 100.0% PremierFirst Vehicle Rental Holdings Ltd Leicester United Kingdom FC 100.0% 100.0% Provincial Assessors Ltd Leicester United Kingdom FC 100.0% 100.0% PremierFirst Vehicle Rental Pension Scheme Trustees Ltd Leicester United Kingdom FC 100.0% 100.0% Europcar Group UK Ltd Leicester United Kingdom FC 100.0% 100.0% PremierFirst Vehicle Rental Franchising Ltd Leicester United Kingdom FC 100.0% 100.0% Brunel Group Holdings Ltd Leicester United Kingdom FC 100.0% 100.0% A & A Prestige Chauffeurs Ltd Leicester United Kingdom FC 100.0% 100.0% Brunel Carriage Ltd Leicester United Kingdom FC 100.0% 100.0% Brucar Ltd Leicester United Kingdom FC 100.0% 100.0% Brunel Corporate Facilities Ltd Leicester United Kingdom FC 100.0% 100.0% Euroguard Gibraltar Gibraltar FC 100.0% 100.0% Europcar Holding Property Ltd Melbourne Australia FC 100.0% 100.0% Europcar Australia Pty Ltd Victoria Australia FC 100.0% 100.0% G1 Holdings Pty Ltd Victoria Australia FC 100.0% 100.0% CLA Holdings Pty Ltd Victoria Australia FC 100.0% 100.0% CLA Trading Pty Ltd Victoria Australia FC 100.0% 100.0% Eurofl eet Pty Ltd Victoria Australia FC 100.0% 100.0% Delta Cars & Trucks Rentals Pty Ltd Victoria Australia FC 100.0% 100.0%

EUROPCAR REGISTRATION DOCUMENT 2016 211 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Consolidation method (1) % % Company name Local HQ (city) Country (FC/EM) interest control

Euroﬂ eet Sales Pty Ltd Victoria Australia FC 100.0% 100.0% E Rent a car Pty Ltd Victoria Australia FC 100.0% 100.0% MVS Holdings (Australia) Pty Ltd Victoria Australia FC 100.0% 100.0% MVS Trading Pty Ltd Victoria Australia FC 100.0% 100.0% JSV Trading Pty Ltd Victoria Australia FC 100.0% 100.0% SMJV Ltd Christchurch New Zealand FC 100.0% 100.0% BVJV Ltd Christchurch New Zealand FC 100.0% 100.0% Wilmington, Europcar Inc. New Castle, Delaware USA FC 100.0% 100.0% 2. Information on non-consolidated companies Vehitel 2000 France S.A.S. Suresnes France NC 20.0% 20.0% Vehitel 2000 S.N.C. Suresnes France NC 33.33% 33.33% PremierFirst Marketing Enterprises Middle East Ltd Dubai United Arab Emirates NC 25.0% 25.0% EIR Autonoleggio SRL Rome Italy NC 100.0% 100.0% EC 3 S.A.S.U. Voisins-le-Bretonneux France NC 100.0% 100.0% EC 4 S.A.S.U. Voisins-le-Bretonneux France NC 100.0% 100.0% Woderio Rome Italy NC 20.0% 20.0% Executive Trust Limited (2) Dublin Ireland NC 100% 100% Irish Car Rentals Limited (2) Dublin Ireland NC 100% 100% GoCar Carsharing Limited (2) Dublin Ireland NC 100% 100%

(1) FC: full integration; EM: equity method; NC: not consolidated. (2) these entities were acquired through the purchase of our Irish franchisee in December 2016 and will be included in the scope of consolidation in 2017 (see Note 3).

Consolidated special purpose entities (SPEs) Group owns a reinsurance cell (9) within Euroguard, which has been consolidated since January 2006. However, the local As part of the securitization program for part of the fleet Europcar entities fund a signifi cant portion of the risks through a fi nancing for Germany, France, Italy and Spain, SPEs have Deductible Funding mechanism which is managed via another been incorporated under the name Securitifleet in each of cell (0) within Euroguard that acts as a fund manager. The funds those countries and are either 100% owned or controlled (over hosted in this cell are also consolidated. 90%-controlled) by one of the following SPEs: “Securitifl eet Holding S.A.” or “Securitifleet Holding Bis S.A.S.”, both PremierFirst Vehicle Rental Holdings Limited owns 100% of registered in France. The Group consolidates all Securitifl eet PremierFirst Vehicle Rental Insurances Guernsey Limited, a entities, the four local Securitifl eet companies as well as the captive company based in Guernsey in the Channel Islands. two Securitifl eet holding companies, which were created with This captive company has two types of business: roadside specifi c purposes defi ned by Europcar Groupe. assistance (RAC) and Personal Accident Insurance (PAI). The profi ts from the RAC and PAI businesses can mostly be The Group’s operating subsidiaries located in France, Spain, the distributed by the captive company under strict rules. 90% of United Kingdom, Portugal, Belgium, Italy (from January 1, 2008) the profi ts must be distributed within 18 months of the year end. and Germany (from April 1, 2008) buy local automobile liability insurance policies with Chartis (formerly AIG) entities, which Since January 2008, PremierFirst Vehicle Rental Limited has reinsure part of such risks with a reinsurance structure hosted participated in the Group insurance scheme described in the by Euroguard, a protected cell reinsurance company. The fi rst paragraph above.

212 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

NOTE 37 GROUP AUDITORS’ FEES

The EU legislation to reform the statutory audit market adopted category of “Non-Audit services” instead of “other diligences by the EU Directive 2014/56/UE and transposed to the French and services directly related to the Statutory Auditors’ role”. law under an ordinance dated March 17th, 2016, is applicable Given the change in the regulation, the information in the tables since June 17th, 2016. This new legislation introduces the below for 2014, 2015 and 2016 are not comparable. 03 PWC PWC Mazars France Network PWC (1) Mazars SA Network Mazars Total

In thousands of euros 2016 2016 2016 2016 2016 2016 2016

Audit of statutory and consolidated accounts 394 414 808 231 413 644 1,452 of which Europcar Groupe 176 - 176 165 - 165 341 of which fully consolidated subsidiaries 218 414 632 66 413 479 1,111 Non-audit services 166 112 278 150 5 155 433 Tax, legal and labor 0 89 89 0 0 0 89 of which Europcar Groupe ------of which fully consolidated subsidiaries - 89 89 - - - 89 Other non-audit services 166 23 189 150 5 155 344 of which Europcar Groupe 166 - 166 150 - 150 316 of which fully consolidated subsidiaries - 23 23 - 5528

TOTAL 560 526 1,086 381 418 799 1,885 of which Europcar Groupe 342 0 342 315 0 315 657 of which fully consolidated subsidiaries 218 526 744 66 418 484 1,228

(1) PricewaterhouseCoopers Audit.

In 2016, the non-audit services are comprise of 311 thousand In 2015, the “other diligence and services directly related to of euros that would have been considered as “Other diligence the Statutory Auditors’ role” included speciﬁ c diligences related and services directly related to the Statutory Auditors’ role” to the IPO. before the application of the EU statutory audit legislation.

EUROPCAR REGISTRATION DOCUMENT 2016 213 03 FINANCIAL AND ACCOUNTING INFORMATION CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

PWC (1) Mazars Total

In thousands of euros 2014 2015 2014 2015 2014 2015

Statutory audit, certiﬁ cation, review of individual and consolidated accounts 767 798 682 666 1,449 1,464 of which Europcar Groupe 193 163 193 198 386 361 of which fully consolidated subsidiaries 574 634 489 468 1,063 1,102 Other diligence and services directly related to the Statutory Auditors’ role 209 601 171 533 380 1,134 of which Europcar Groupe 159 475 112 463 271 938 of which subsidiaries 50 126 59 70 109 196 SUB-TOTAL 976 1,399 853 1,199 1,829 2,598 Other services provided by the networks to fully consolidated subsidiaries Legal, Tax, labor 124 108 - - 124 108 Other 21 - - - 21 0 SUB-TOTAL 145 108 0 0 145 108

TOTAL 1,121 1,507 853 1,199 1,974 2,706 of which Europcar Groupe 352 638 305 661 657 1,299 of which subsidiaries 769 868 548 538 1,317 1,406

(1) PricewaterhouseCoopers Audit.

NOTE 38 SUBSEQUENT EVENTS

On February 17th, 2017, the Group has taken control of To management’s knowledge, there are no other subsequent Ubeeqo hence the percentage of share ownership increased events to the closing that might have a material impact on the from 75.71% to 100%. earnings, assets, business or overall ﬁ nancial position of the Group. On February 27th, 2017, the French Competition Authority has rendered a dismissed case decision upon a proceeding in the car rental sector, considering that the alleged practices covered by the investigation services were not established. This decision may be subject to an appeal before Paris Court of Appeals.

214 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION STATUTORY AUDITORS’ REPORT

STATUTORY AUDITORS’ REPORT

Statutory Auditors’ report on the consolidated ﬁnancial statements

This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the consolidated fi nancial statements and includes 03 an explanatory paragraph discussing the auditors’ assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated fi nancial statements. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

(Year ended December 31, 2016) To the Shareholders, In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2016, on: a the audit of the accompanying consolidated financial statements of Europcar Groupe SA; a the justification of our assessments; a the specific verification required by law. These consolidated financial statements have been approved by the Management Board. Our role is to express an opinion on these consolidated financial statements based on our audit.

I - Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2016 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Measurement of tangible and intangible assets The Group tests goodwill and intangible assets with an indefinite useful life for impairment and assesses whether long-term assets present an indication of impairment, in accordance with the methods set out in note 15 - “Goodwill” and note 16 - “Intangible assets” to the consolidated financial statements. We have reviewed the methods used for the aforementioned test, as well as the estimated future cash flows and underlying assumptions, and verified that the information provided in these notes is appropriate.

EUROPCAR REGISTRATION DOCUMENT 2016 215 03 FINANCIAL AND ACCOUNTING INFORMATION STATUTORY AUDITORS’ REPORT

Provisions As specified in note 2.17 “Significant accounting policies - Provisions” to the consolidated financial statements, the Group records provisions to cover risks. The nature of the provisions recorded in the financial statements under Provisions is described in note 28 - “Financial risk management - Insurance risks” and in notes 30, 31 and 35 to the consolidated financial statements. We have reviewed the bases of constitution of these provisions, examined your Company’s procedures for identifying, measuring and accounting for such provisions and reviewed the disclosures regarding the provisions provided in the notes to the consolidated financial statements. These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

III - Specific verification As required by law, we have also verified in accordance with professional standards applicable in France the information related to the Group given in the management report. We have no matters to report regarding the fair presentation and consistency of this information with the consolidated financial statements.

Neuilly-sur-Seine and Paris-La Défense, February 27, 2017 The Statutory Auditors

PricewaterhouseCoopers Audit Mazars François Jaumain Isabelle Massa

216 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE RESULTS OF EUROPCAR GROUPE S.A.

3.5 ANALYSIS OF THE RESULTS OF EUROPCAR GROUPE S.A.

Please read the following information on the Company’s December 31, 2016, as they appear in Section 3.6 of this proﬁ ts and losses and ﬁ nancial position in conjunction with Registration Document. the Company’s financial statements for the year ended 03

3.5.1 Revenue of the Company

Europcar Groupe reported revenue of €3,682 thousand in 2016, a decrease of 19% compared with €4,543 thousand for the year ended December 31, 2015. Revenue can be analyzed as follows:

Revenue In thousand of euros At December 31, 2016 At December 31, 2015 a Management fees in respect of servicees to subsidiaries (ECI) 2,303 3,197 a Royalty fees on long-term trademark 1,379 1,346

TOTAL 3,682 4,543

3.5.2 Operating results of the Company

The Company reported an operating loss of €12,650 thousand previous fiscal year. The deterioration in operating profit is in 2016, compared with a loss of €9,772 thousand for the primarily due the increase of fees not re-invoiced.

3.5.3 Net ﬁ nancing costs

The Company’s net financing costs for 2016 amounted early redemption premiums on two convertible bonds and to €25,518 thousand, compared with a loss of €135,172 the accelerated amortization of transaction costs recognized thousand at December 31, 2015, an improvement of in 2015 during debt negotiations. €109,654 thousand. This primarily reﬂ ects the payment of

EUROPCAR REGISTRATION DOCUMENT 2016 217 03 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE RESULTS OF EUROPCAR GROUPE S.A.

3.5.4 Other information presented in the Company’s separate ﬁ nancial statements for 2016

The Company recorded a pre-tax loss at December 31, 2016 Taking into account these items, the Company posted a net loss of €38,168 thousand, compared with a loss of €144,944 of €15,648 thousand for the year ended December 31, 2016, thousand in the previous year, an improvement of €106,776 compared with a loss of €119,633 thousand for 2015. thousand. At December 31, 2016, the Company’s balance sheet totaled Exceptional income totaled €6,442 thousand at €1,447,166 thousand, compared with €1,463,336 thousand December 31, 2016, compared with €9,001 thousand in the at December 31, 2015. previous year. The Company had 14 salaried employees at December 31, 2016. Income tax income totaled €16,078 thousand for the year ended December 31, 2016, compared with €16,310 thousand at December 31, 2015.

3.5.5 Proposed appropriation of results

The Combined Shareholders’ Meeting of May 10, 2017 will additional paid-in capital, the balance of which would therefore be asked to cover the loss of €15,648 thousand for the year be reduced from €647,514 thousand to €631,866 thousand. ended December 31, 2016 by deducting the full amount from

3.5.6 Dividends paid for the last three years

Pursuant to Article 243 bis of the French General Tax Code, you are reminded that no dividend has been paid in respect of the last three years.

218 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION ANALYSIS OF THE RESULTS OF EUROPCAR GROUPE S.A.

3.5.7 Table of results for the last ﬁ ve years (article R. 225-102 of the French Commercial Code)

Year ended Year ended Year ended Year ended Year ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2012 2013 2014 2015 2016

Duration of fi nancial period 12 12 12 12 12 Capital at year end 03 Share capital (at year end) 782,286,490 446,383,194 446,383,194 143,154,017 143,409,299 Number of common shares 78,228,649 103,810,045 103,810,045 143,154,017 143,409,299 Operations and profi t/(loss) Revenue excluding taxes 6,446,965 4,975,918 4,041,733 4,542,518 3,682,317 Profi t/(loss) before tax, investment, depreciation and amortization, and provisions (67,220,136) (77,942,907) (92,990,176) (127,161,398) (29,931,556) Income tax 18,455,888 17,533,484 11,409,147 16,310,028 16,077,921 Net profi t/(loss) for the period (50,706,748) (60,018,663) (104,638,529) (119,632,847) (15,648,351) Distributed earnings (losses) 00000 Earnings per share Profi t/(loss) after tax, investment, depreciation and amortization, and provisions (0.62) (0.58) (0.79) (0.77) (0.10) Net profi t/(loss) for the period (0.65) (0.58) (1.01) (0.84) (0.11) Dividend paid 00000 Personnel Average headcount 21 12 10 9 12 Payroll 5,623,262 4,529,371 3,740,470 10,114,172 5,628,280 Amounts paid for employee benefi t (social security, social services, etc.) 2,580,591 1,751,808 1,418,461 3,180,188 2,217,940

EUROPCAR REGISTRATION DOCUMENT 2016 219 03 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

3.6 COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

Balance sheet

ASSETS

Year ended Dec. 31, Year ended Dec. 31, 2016 2015

Depreciation Gross and carrying amortization In thousands of euros Notes amount Prov. Net Net

Trademark 28,500 - 28,500 25,000 Intangible assets 28,500 - 28,500 25,000 Investment securities 1,241,205 - 1,241,205 1,241,195 Loans 144,544 - 144,544 146,378 Other ﬁ nancial assets 105 - 105 105 Financial assets 1,385,854 1,385,854 1,387,678 NON-CURRENT ASSETS 11 1,414,354 - 1,414,354 1,412,678 Advance payments on orders 34 - 34 87 Trade and other receivables 12 7,625 - 7,625 18,858 Other receivables 12 8,615 - 8,615 20,533 Marketable securities 5,063 - 5,063 - Cash-in-hand and at bank 5 - 5 - Deferred bond issue costs 16 10,656 1,820 8,836 8,064 Bond redemption premiums 3,116 482 2,634 3,116 CURRENT ASSETS 35,114 2,302 32,812 50,658 Foreign exchange differences – assets - - -

TOTAL ASSETS 1,449,468 2,302 1,447,166 1,463,336

220 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

Balance sheet

LIABILITIES

Year ended Year ended 03 In thousands of euros Notes Dec. 31, 2016 Dec. 31, 2015

Share capital 143,409 143,154 Share, merger, contribution premiums 647,514 767,402 Legal reserve -- Retained earnings -- Net proﬁ t/(loss) for the period (15,648) (119,633) Regulated provisions 23,793 23,793 Equity 19 799,068 814,716 Provisions for risks 20 - - Provisions for expenses -- Provisions -- Other non-convertible bonds 13 606,555 476,138 Borrowings from credit institutions 34 Financial liabilities 606,558 476,142 Trade and other payables 13 6,816 12,042 Tax and social security liabilities 3,758 12,256 Other debt 13 30,966 148,148 Deferred income -32 Operating liabilities 41,540 172,478 LIABILITIES 648,098 648,620 Foreign exchange differences, liabilities --

TOTAL LIABILITIES AND EQUITY 1,447,166 1,463,336

EUROPCAR REGISTRATION DOCUMENT 2016 221 03 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

Income statement

Year ended Year ended In thousands of euros Notes Dec. 31, 2016 Dec. 31, 2015

Sales of services 3 3,682 4,543 Reversals of provisions, amortization and transfers of expenses - - Other income 4 672 12,607 TOTAL OPERATING INCOME 4,354 17,150 Other purchases and external expenses 5 (8,456) (17,282) Taxes, levies and similar payments 148 (202) Wages and salaries (5,628) (5,321) Social security contributions (2,218) (3,800) Other expenses (850) (317) TOTAL OPERATING EXPENSES (17,004) (26,922) OPERATING INCOME (12,650) (9,772) Other interest and similar income 12,224 16,878 Foreign exchange gains 64 Net proceeds from marketable securities 284 Financial income 7 12,514 16,882 Interest and similar expense (36,235) (118,153) Depreciation, amortization, impairment and provisions (1,795) (33,781) Foreign exchange losses (2) (119) Financial expense 7 (38,032) (152,054) NET FINANCIAL INCOME/(EXPENSES) (25,518) (135,172) RECURRING PROFIT/(LOSS) BEFORE TAX (38,168) (144,944) Exceptional income from management transactions 6,442 4,400 Exceptional income from capital transactions - 17,323 Reversals of provisions, impairment and transfers of expenses - 25,000 Exceptional income 8 6,442 46,723 Exceptional expenses on management transactions - (20,398) Exceptional expenses on capital transactions - (17,323) Depreciation, amortization, impairment and provisions -- Exceptional expenses 8 - (37,721) EXCEPTIONAL INCOME/(EXPENSES) 6,442 9,002 Income taxes 9 16,078 16,310

NET PROFIT/(LOSS) (15,648) (119,633)

222 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

Notes to the separate ﬁ nancial statements

SOMMAIRE 03 NOTE 1 SIGNIFICANT EVENTS 224 NOTE 2 SIGNIFICANT ACCOUNTING POLICIES 225 NOTE 3 BREAKDOWN OF REVENUE 226 NOTE 4 OTHER INCOME 227 NOTE 5 OTHER PURCHASES AND EXTERNAL EXPENSES 227 NOTE 6 EXECUTIVE COMPENSATION 227 NOTE 7 NET FINANCING COSTS 228 NOTE 8 EXCEPTIONAL INCOME/(EXPENSES) 228 NOTE 9 INCOME TAX: BREAKDOWN AND TAX LIABILITIES 229 NOTE 10 TAX GROUP 229 NOTE 11 STATEMENT OF FIXED ASSETS 230 NOTE 12 AMOUNTS AND MATURITIES OF RECEIVABLES 230 NOTE 13 AMOUNTS AND MATURITIES OF PAYABLES 231 NOTE 14 INFORMATION ON RELATED COMPANIES 232 NOTE 15 MARKETABLE SECURITIES 232 NOTE 16 DEFERRED EXPENSES AND PREMIUMS ON EARLY REDEMPTION OF BONDS 233 NOTE 17 ACCRUED EXPENSES 233 NOTE 18 ACCRUED INCOME 233 NOTE 19 SHAREHOLDERS’ EQUITY 234 NOTE 20 PROCEEDINGS OF THE FRENCH COMPETITION AUTHORITY 235 NOTE 21 OFF-BALANCE SHEET COMMITMENTS 236 NOTE 22 NUMBER OF EMPLOYEES 237 NOTE 23 FREE-SHARES GRANTS 237 NOTE 24 SUBSIDIARIES AND AFFILIATES 238

EUROPCAR REGISTRATION DOCUMENT 2016 223 03 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 1 SIGNIFICANT EVENTS

1.1 Overview and description of the company’s prospects. These notes will be ranked with existing activity performed by the Company senior notes issued in June 2015 which offer a fi xed interest rate of 5.750% and mature in 2022 for a total nominal amount of €475 million, thus raising the total to €600 million. The issue Europcar Groupe S.A. (“ECG”) was incorporated on March 9, proceeds amounted to €131 million. Including share premium, 2006 with initial share capital of €235,000 and was converted Europcar will use the net proceeds from the new notes to into a French société anonyme (joint-stock corporation) on fi nance its acquisitions program and to cover the general needs April 25, 2006. ECG’s registered offi ces are located at 2 rue of the business. René Caudron, 78960 Voisins-le-Bretonneux, France. ECG is the ultimate parent company of Europcar Groupe (the b) Governance “Group”) which, backed by its experience in car and utility vehicle rental for short and medium terms, offers diverse and During the first half of 2015, and ahead of the Company’s varied mobility solutions to its customers. Under its Europcar IPO, Europcar Groupe strengthened its governance through and InterRent brands, the Group covers a broad range of the establishment of a Supervisory Board and a Management markets and customers, both private and business, with Board. The members of the Management Board were Philippe services ranging from luxury to low-cost. Germond, Chairman, Caroline Parot, Chair of the Management Board and Chief Financial Officer of Europcar Groupe, Europcar Groupe is the European leader in short-term vehicle Kenneth McCall, Chief Operating Offi cer, and Fabrizio Ruggiero, rentals. ECG was fi rst listed for trading on the Euronext Paris Head of Mobility. regulated market on June 26, 2015 (Compartment A; ISIN code: FR0012789949; ticker: EUCAR). On November 25, 2016, the Supervisory Board of Europcar Groupe appointed Caroline Parot as CEO with the objective of The Company’s fi scal year begins on January 1 and ends on accelerating the rollout of the Group’s strategy to become a December 31 each year. global leader in mobility solutions. Philippe Germond’s term of At December 31, 2016, 42.22% of Europcar Groupe’s capital offi ce expired on the same date. was held by Eurazeo, and 57.78% by private and public investors. 1.3 Subsequent events

1.2 Signifi cant events during the year On February 27th, 2017, the French Competition Authority has rendered a dismissed case decision upon a proceeding in the car rental sector, considering that the alleged practices covered a) New bond issue maturing in 2022 by the investigation services were not established. This decision may be subject to an appeal before Paris Court of Appeals. On June 2, 2016, Europcar Groupe issued new senior notes totaling €125 million. The reduction of the terms to 4.5140% at To management’s knowledge, there are no other events that worst, or 4.8790% in yield to maturity, refl ects the improvement might have a material impact on the earnings, assets, business in the Group’s credit profile and investor appetite for the or overall fi nancial position of the Group.

224 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

The annual accounts of Europcar Groupe are prepared in in the development phase. Beyond 2019, revenue growth accordance with French generally accepted accounting assumptions are conservative, and the projected profi t margin principles for separate fi nancial statements, pursuant to the is stable. French General Accounting Plan (ANC regulation 2016-07 of If this value in use is lower than the carrying amount, impairment November 4th, 2016 relating to the General Accounting Plan). is recognized. The accounting policies used in the preparation of the fi nancial Investment securities are recognized at their acquisition price 03 statements for the year ended December 31, 2016 are identical of €1,241,205 thousand. They consist of securities held in to those used for the year ended December 31, 2015. Europcar International S.A.S.U. for €1,241,195 thousand, They were prepared in accordance with the historical cost including incidental acquisition costs of €23,793 thousand, convention. amortized on a straight-line basis over fi ve years (fully amortized at December 31, 2016), and other securities held in Europcar The fi gures in the Notes are in thousands of euros, unless Participations for €10 thousand. otherwise stated.

2.4 Receivables and payables 2.1 Intangible assets

Receivables and payables are stated at their nominal value. This item is comprised of the Europcar trademark for the “long- Impairment is recognized when a risk of non-recovery exists. term” car rental activity (over one year), as well as the InterRent trademark for the low-cost market segment. Unrealized foreign exchange gains are recognized as translation gains, whereas unrealized foreign exchange losses are recognized as translation losses and are subject to a provision 2.2 Measurement of non-amortized for risks and charges. non-current assets Foreign exchange gains and losses corresponding to current accounts are recognized directly in proﬁ t or loss without any At each balance sheet date, Europcar Groupe conducts translation adjustments. impairment testing to ensure that the fair value of the trademarks at this date is higher than their carrying amount. Impairment is recognized when the carrying amount exceeds 2.5 Liquidity contract the greater of its fair value amount or its value in use. and treasury shares

Marketable securities are exclusively composed of Europcar 2.3 Financial assets Groupe shares purchased under the terms of two contracts: a as of July 24, 2015 and for a period of one year renewable Investment securities and related advances by tacit agreement, the Company has appointed Rothschild Investment securities are recorded at their purchase price, & Cie Banque, an investment service provider, to implement including costs directly attributable to their acquisition. a liquidity contract on the Europcar share. It, in accordance with Article L. 225-209 of the French Commercial Code, as Impairment testing on securities is carried out on the basis amended by Article 15 of Law 2012-387 of March 22, 2012 of the value of the securities. Value in use is determined (see Note 15), and in compliance with the charter of Ethics using discounted future cash fl ows based on business plans established by AMAFI, also approved by decision of the AMF established by the management of each investment and on March 21, 2011. For the implementation of this contract, approved by Europcar’s management. resources of up to €7 million may be allocated to the liquidity For impairment testing purposes, the three-year plan is account; extended to fi ve years. The 2017 budget and the 2018 and a on July 26, 2016, ECG instructed Rothschild & Cie Banque 2019 business plans were prepared taking into account to buy shares in the context of its share buyback program. economic growth forecasts in the countries where the Group operates, current macroeconomic data for each country, air All these shares are measured at acquisition cost. If their traffi c growth forecasts, trends in the vehicle rental market and probable market value at the balance sheet date is below their competitive pressure, as well as new projects and products acquisition cost, impairment is recognized.

EUROPCAR REGISTRATION DOCUMENT 2016 225 03 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

2.6 Provisions The redemption premium is recorded in the balance sheet as “deferred expenses,” and is amortized over the term of the loan. A provision is recognized in the balance sheet when the Group The share premium is recorded in the balance sheet as “Other has a present legal or constructive obligation as a result of a non-convertible bonds”, and is amortized over the term of the past event, it is probable that an outfl ow of resources with no loan. counterparty will be required to settle the obligation, and the amount can be reliably estimated. 2.8 Retirement and post-employment If the effect is material, provisions are discounted using a pre- tax rate that refl ects current market assessments of the time benefi ts value of money and the risks specifi c to the liability. Europcar gives Company employees retirement bonuses and pensions provided through defi ned-contribution or defi ned- 2.7 Borrowings and bond issuance benefi t plans. costs Europcar Groupe has opted not to recognize its pension obligations. The Company’s obligations are valued by Borrowings are recorded at their nominal repayment amount. independent actuaries and are reported in the notes (see They are not discounted. Note 21). For bonds issued above par and redeemable at par, the difference is an issue premium. 2.9 Capital increase expenses For bonds issued below par and redeemable at a higher amount, the difference is a redemption premium. Europcar Groupe has opted to charge the expenses related to the capital increase against the share premium.

Notes to the income statement

NOTE 3 BREAKDOWN OF REVENUE

Europcar Groupe’s revenue excludes amounts derived from the rebilling of subsidiaries (see Note 4), and can be analyzed as follows:

Amounts at Amounts at Dec. 31, 2016 Dec. 31, 2015

Excluding In thousands of euros France France Total Total

Provision of services to subsidiaries 2,303 - 2,303 3,197 Franchise revenue 1,379 - 1,379 1,346

TOTAL 3,682 - 3,682 4,543

226 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 4 OTHER INCOME

Other revenue consists primarily of:

Amounts at Amounts at In thousands of euros Dec. 31, 2016 Dec. 31, 2015

Rebilling of fees (1) 299 12,260 03 Rebilling of insurance 373 347 MISCELLANEOUS -

TOTAL 672 12,607

(1) See Note 5.

NOTE 5 OTHER PURCHASES AND EXTERNAL EXPENSES

Other purchases and external expenses fell from €10.2 million with the refi nancing of the senior credit facilities (Senior asset to €8.8 million at December 31, 2016. Revolving Facility or SARF and Revolving Credit Facility or RCF) completed in the context of the Company’s IPO. These costs In 2015, external expenses refl ected approximately €12 million were re-invoiced to the various countries (see Note 4). in fees paid to various fi nancial intermediaries in connection

NOTE 6 EXECUTIVE COMPENSATION

Members of the Management Board received the following compensation in 2015 and 2016:

In thousands of euros At Dec. 31, 2016 At Dec. 31, 2015

Salaries and short-term employee beneﬁ ts 5,144 8,129 (1) Post-employment beneﬁ ts -- Termination indemnities 1,100 -

TOTAL 6,244 8,129

(1) Includes the portion for Management Board members for the multi-year compensation plan paid in 2015.

In 2016, Europcar Groupe made payments of €506 thousand to members of the Oversight Committee for directors’ fees and other remunerations (after making payments of €122 thousand the previous year).

EUROPCAR REGISTRATION DOCUMENT 2016 227 03 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 7 NET FINANCING COSTS

Net ﬁ nancing costs amounted to €(25,518) thousand, comprising:

Amounts at Amounts at In thousands of euros Dec. 31, 2016 Dec. 31, 2015

Other interest and similar income 12,224 16,878 Net income from disposal of marketable securities 284 - Other 64 Financial income 12,514 16,882 Interest on bonds (31,385) (53,593) Interest on the revolving credit facility (2,755) (1,765) Interest on intercompany debt (2,095) (6,785) Amortization of transaction costs (1,795) (6,881) Accelerated amortization of transaction costs (1) - (26,900) Early redemption premiums (1) - (56,010) Other (2) (119) Financial expense (38,032) (152,054)

NET FINANCING COSTS (25,518) (135,172)

(1) As of December 31, 2015, for early redemption of the €324 million and €400 million bonds.

NOTE 8 EXCEPTIONAL INCOME/(EXPENSES)

Exceptional income/(loss) is primarily composed of:

Amounts at Amounts at In thousands of euros Dec. 31, 2016 Dec. 31, 2015

Transfer of Ubeeqo securities (2) - 17,323 Reversal of provisions (1) - 25,000 Repayment of VW liability guarantee (5) 6,028 - Other non-recurring income (4) 414 4,400 Exceptional income 6,442 46,723 Transfer of Ubeeqo securities (2) - (17,323) Compensation paid following the “Memorandum of Understanding” (1) - (12,500) IPO fees and related exceptional payments (3) - (7,896) Other exceptional expenses - (2) Exceptional expenses - (37,721)

EXCEPTIONAL INCOME/(EXPENSES) 6,442 9,002

(1) These amounts corresponded to the reversal of a provision for €25.0 million related to the dispute between Europcar Groupe and Enterprise Holdings Inc. over the use of the e-logo in the United Kingdom and the associated arbitration proceedings. In 2015, given the outcome of the case, part of the provision recorded was reversed as no longer required (€12.5 million). (2) Europcar Groupe transferred the Ubeeqo shares at their acquisition price (€17.3 million) to Europcar Lab SASU, another member of the Europcar consolidated Group. (3 Fees related to the IPO in 2015 and related exceptional compensation amounted to €32.5 million. From this of €32.5 million, €23.8 million was charged to the issue premium and €8.7 million was recognized as exceptional expenses. (4) In 2016, the surplus on reversals of expenses payable for exceptional compensation relating to the 2015 IPO total €0.4 million. In 2015, €4.4 million in fees were reversed as a result of the agreement reached with Enterprise. (5) In 2016, Europcar Groupe re-invoiced to Volkswagen an amount of €6,028 million, corresponding to litigation indemnities in the context of the liability guarantee (see Note 21).

228 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 9 INCOME TAX: BREAKDOWN AND TAX LIABILITIES

Breakdown Profi t/(loss) before tax Net profi t/(loss) at Net profi t/loss at In thousands of euros at Dec. 31, 2016 Current tax Dec. 31, 2016 Dec. 31, 2015

Recurring proﬁ t/(loss) (38,168) 16,078 (22,090) (128,634) Exceptional income/(expenses) 6,442 - 6,442 9,002

TOTAL (31,726) 16,078 (15,648) (119,633) 03 There was no Organic provision for 2016. As ECG had tax losses in the amount of € 802 million as of December 31, 2016, there would have been no tax to recognize if the Company had been taxed separately.

NOTE 10 TAX GROUP

Europcar Groupe is the parent company of the French tax Tax loss carryforwards for the scope of the tax group amounted group comprising Europcar International, Europcar Lab, to €551 million at December 31, 2016. Europcar Holding, Europcar Participations, Europcar France, Profi t resulting from the effects of tax consolidation amouts to Parcoto and Europ Hal. Europcar Groupe is the only entity liable €19,704 thousand. for tax for the entire consolidated tax group. Europcar Groupe, as parent company, is liable to pay the Each consolidated company is placed in the position it would corporate income tax for the amount of € 3,626 thousand. have been in as regards tax if it had been taxed separately. Tax income and expense on consolidated companies are The CICE tax credit is set off against the whole corporate recognized in the fi nancial statements of Europcar Groupe. income tax. Europcar Groupe, as parent company, recognizes the gain resulting from the effects of tax consolidation in its fi nancial statements. Accordingly, Europcar Groupe recognized tax consolidation income of €16,078 thousand in 2016.

EUROPCAR REGISTRATION DOCUMENT 2016 229 03 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

Notes to the balance sheet

NOTE 11 STATEMENT OF FIXED ASSETS

Amounts at Additions Reductions Amounts at In thousands of euros Dec. 31, 2015 during the period during the period Dec. 31, 2016

Trademarks (1) 25,000 3,500 - 28,500

TOTAL INTANGIBLE ASSETS 25,000 3,500 - 28,500 Investment securities (2) 1,241,195 10 - 1,241,205 Loans and other ﬁ nancial assets 146,483 - (1,834) 144,649

TOTAL FINANCIAL ASSETS 1,387,678 10 (1,834) 1,385,854

(1) Intangible assets consist of the Europcar trademark for the “long-term” vehicle rental business (more than one year) for €25,000 thousand and the InterRent trademark for €3,500 thousand, acquired in 2016. (2) Investment securities correspond to the subsidiary Europcar International S.A.S.U., wholly owned by Europcar Groupe, for €1,241,195 thousand, and the wholly owned subsidiary Europcar Participations, acquired in 2016, for €10 thousand.

The securities of the subsidiary Europcar International S.A.S.U. Since these assets have an indeﬁ nite life, they are not amortized. include incidental acquisition expenses (€23,793 thousand). No impairment was recorded on non-current assets. They were the subject of straight-line amortization over ﬁ ve years, and had been fully amortized as of December 31, 2016.

NOTE 12 AMOUNTS AND MATURITIES OF RECEIVABLES

Amounts Gross Receivables amounts at 1 year From 1 to More than In thousands of euros Dec. 31, 2016 maximum 5 years 5 years

Loans 144,544 422 - 144,122 Other ﬁ nancial assets 105 - 105 - Trade and other receivables 7,625 7,625 - - Tax and social security receivables 8,615 8,615 - - Associates ---- Deferred expenses 8,836 1,774 6,406 656

TOTAL 169,725 18,436 6,511 144,778

Aged analysis of receivables Amounts at Amounts at In thousands of euros Dec. 31, 2016 Dec. 31, 2015

Not past due 380 13,435 Overdue by < 30 days 398 - Overdue by > 30 days and < 6 months 226 19 Overdue by > 6 months and < 1 year 4267 81 Overdue by > 1 year 55 -

TOTAL 5,326 13,535

230 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 13 AMOUNTS AND MATURITIES OF PAYABLES

OPERATING LIABILITIES

Liabilities Gross amounts at 1 year More than In thousands of euros Dec. 31, 2016 maximum 1 year

Trade and other payables 6,816 6,816 - Tax and social security liabilities 3,758 3,758 - Other debt 30,966 30,966 - 03 Deferred income ---

TOTAL 41,540 41,540 -

Due Aged analysis of trade payables at Dec. 31, 2016 ≥ 46 days and In thousands of euros Not past due Due < 45 days ≤ 60 days > 60 days Total

Suppliers within the Group 573 0 573 - - 573 Suppliers outside the Group 98 209 177 - 32 307

TOTAL 671 209 750 - 32 880

Due Aged analysis of trade payables at Dec. 31, 2015 ≥ 46 days and In thousands of euros Not past due Due < 45 days ≤ 60 days > 60 days Total

Suppliers within the Group 6,464 53 - 6 47 6,517 Suppliers outside the Group 187 85 - 4 81 272

TOTAL 6,651 138 - 10 128 6,789

FINANCIAL LIABILITIES

Aged analysis of ﬁ nancial liabilities Gross amounts at 1 year More than In thousands of euros Dec. 31, 2016 maximum 1 year

Other non-convertible bonds 600,000 - 600,000 Premium 5,117 938 4,179 Accrued interest 1,438 1,438 - Borrowings from credit institutions 3 3 -

TOTAL 606,558 2,379 604,179

Aged analysis of ﬁ nancial liabilities Gross amounts at 1 year More than In thousands of euros Dec. 31, 2015 maximum 1 year

Other non-convertible bonds 475,000 - 475,000 Accrued interest 1,138 1,138 - Borrowings from credit institutions 4 4 -

TOTAL 476,142 1,142 475,000

EUROPCAR REGISTRATION DOCUMENT 2016 231 03 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 14 INFORMATION ON RELATED COMPANIES

Gross values Amounts at Amounts at In thousands of euros Dec. 31, 2016 Dec. 31, 2015

ASSETS Ownership 1,241,205 1,241,295 Loans 144,649 146,383 Trade and other receivables 7,249 5,322 Other receivables - 29,979 LIABILITIES Trade and other payables 3,273 6,517 Other debt 30,966 11,419 INCOME STATEMENT Operating income 2,975 15,803 Operating expenses 491 - Financial expense 2,095 6,785 Financial income 12,224 16,850 Tax consolidation beneﬁ t 16,078 16,067

The information on related companies corresponds to In addition, at December 31, 2015, Eurazeo SA had subscribed transactions with subsidiaries included in the scope of to the €475 million high-yield bond in the amount of €15 million. consolidation as of December 31, 2016, of which Europcar Groupe is the parent company.

NOTE 15 MARKETABLE SECURITIES

The number of treasury shares held breaks down as follows:

At December 31, At December 31, In number of shares 2015 Increase Reduction 2016

Amaﬁ liquidity agreement - 13,500 - 13,500 Rothschild agreement - 626,840 - 626,840

TOTAL - 640,340 - 640,340

The value of the treasury shares included in marketable securities under the liquidity and share buy-back agreements for ECG shares was €5,062,802 as of December 31, 2016.

232 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

NOTE 16 DEFERRED EXPENSES AND PREMIUMS ON EARLY REDEMPTION OF BONDS

As of December 31, 2016, “Deferred expenses” and “Premium a costs related to the renegotiation of the €350 million Revolving on early redemption of bonds” totaling €11,470 thousand Credit Facility maturing in fi ve years and commencing in included: May 2015, in the amount of €1.2 million; a refi nancing costs incurred at the issue of high-yield notes a refi nancing costs incurred on the issue of new senior notes maturing in 2022 in the amount of €475 million, issued in maturing in 2022 in the amount of €125 million, issued in 03 May 2015 for a net amount of €5.7 million; June 2016 for a net amount of €2 million. a the resulting issue premium at the time of this same issue for These expenses are amortized over the term of the loans. a net amount of €2.6 million;

NOTE 17 ACCRUED EXPENSES

Amounts at Amounts at In thousands of euros Dec. 31, 2016 Dec. 31, 2015

LIABILITIES Interest accrued on bonds and other borrowings 1,438 1,138 LOANS AND BORROWINGS 1,438 1,138 Supplier creditors excluding ﬂ eet 3,236 2,331 Group – Other liabilities – Corporate 2,700 2,922 Trade and other payables 5,936 5,253 Provisions for wages 1,579 6,878 Provisions – Other personnel expenses 10 9 Provisions on accrued social security charges 572 1,182 Withholding tax on wages - (159) Other taxes payable 99 453 Other accrued expenses -12 TAX AND SOCIAL SECURITY LIABILITIES 2,260 8,375

TOTAL ACCRUED LIABILITIES 9,634 14,766

NOTE 18 ACCRUED INCOME

Amounts at Amounts at In thousands of euros Dec. 31, 2016 Dec. 31, 2015

ASSETS Accrued interest – Loans 414 2,256 FINANCIAL ASSETS 414 2,256 Interco – Corporate 1,923 4,955 Miscellaneous income receivable 368 368 Other receivables -1 TRADE AND OTHER RECEIVABLES 2,291 5,324

TOTAL ACCRUED INCOME 2,705 7,580

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NOTE 19 SHAREHOLDERS’ EQUITY

19.1 Consolidated statement of changes in equity

Share Share Retained Net proﬁ t/ Regulated In thousands of euros capital premium earnings (loss) provisions Equity

Balance at January 1, 2016 143,154 767,402 - (119,633) 23,793 814,716 Net proﬁ t/(loss) for the period - - - (15,648) - (15,648) Coverage of 2015 loss on issue premium - (119,633) - 119,633 - - Capital increase via capitalization of premiums 255 (255) - - - - Capital decrease ------BALANCE AT DECEMBER 31, 2016 143,409 647,514 - (15,648) 23,793 799,068

19.2 Share capital and share premium Each Category A common share gives an entitlement to one vote. Class B, C and D shares are preferred shares as deﬁ ned At December 31, 2016, the recorded share capital of the by Article L. 228-11 of the French Commercial Code, and carry company Europcar Groupe was €143,409,298, consisting no voting rights. For more information about class A, B, C of 143,409,298 shares with a par value of €1, €143,401,212 and D shares, see Section 6.2.3 of the present Registration common shares, 4,045 class C preferred shares, and 4,041 Document. class D preferred shares.

The various changes in equity since January 1, 2016 are as follows:

Share capital Share premium Number Nominal value Date Operation (in €) (in €) of shares (in €)

12/31/2015 143,154,017 767,401,857 143,154,017 1.000 01/08/2016 Increase in share capital 16,206 (16,206) 16,206 1.000 01/11/2016 Increase in share capital 8,067 (8,067) 8,067 1.000 02/01/2016 Increase in share capital 15,835 (15,835) 15,835 1.000 03/03/2016 Increase in share capital 1 (1) 1 1.000 03/14/2016 Increase in share capital 92,166 (92,166) 92,166 1.000 03/29/2016 Increase in share capital 39,276 (39,276) 39,276 1.000 04/11/2016 Increase in share capital 36,194 (36,194) 36,194 1.000 04/18/2016 Increase in share capital 11,343 (11,343) 11,343 1.000 04/22/2016 Increase in share capital 36,194 (36,194) 36,194 1.000 05/10/2016 2015 loss coverage (119,632,847) 12/31/2016 143,409,299 647,513,728 143,409,299 1.000

234 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

At December 31, 2016, the breakdown of equity shareholders was as follows:

Number Number Number Number Percentage of common of Class B of Class C of Class D Total of common Percentage shares and preferred preferred preferred number shares and of share Shareholders voting rights shares shares shares of shares voting rights capital

Eurazeo 60,544,838 - - 234 60,545,072 42.41% 42.22% ECIP Europcar Sarl 9,036,469 - - - 9,036,469 6.33% 6.30% Executives and employees, and ﬂ oat 73,819,905 - 4,045 3,807 73,827,757 51.26% 51.48% 03 TOTAL 143,401,212 - 4,045 4,041 143,409,298 100.00% 100.00%

At December 31, 2015, the breakdown of equity shareholders was as follows:

Eurazeo 60,544,838 – – – 60,544,838 42.38% 42.29% ECIP Europcar Sarl 9,036,469 – – – 9,036,469 6.33% 6.31% Executives and employees, and ﬂ oat 73,417,189 147,434 4,045 4,041 73,572,709 51.29% 51.39%

TOTAL 142,998,496 147,434 4,045 4,041 143,154,016 100.00% 100.00%

19.3 Regulated provisions

Reversals Reversal Amounts Allocations during during Amounts at Dec. 31, during the period the period at Dec. 31, In thousands of euros 2015 the period (used) (unused) 2016

Accelerated depreciation (see Note 2.3) 23,793 - - - 23,793

REGULATED PROVISIONS 23,793 - - - 23,793

NOTE 20 PROCEEDINGS OF THE FRENCH COMPETITION AUTHORITY

The French Competition Authority (Autorité de la concurrence On February 27, 2017, the French Competition Authority has – ADLC) has initiated a procedure in the vehicle rental sector. rendered a dismissed case decision upon a proceeding in the This legal proceeding is detailed on the Note 35 to consolidated car rental sector, considering that the alleged practices covered fi nancial statements presented in 2016 Registration Document. by the investigation services were not established. This decision may be subject to an appeal before Paris Court of Appeals On February 17, 2015, the ADLC addressed a statement of objections to Europcar France, as well as to other stakeholders, There is no guarantee that the amount of any fi ne would not be relating to certain practices that are alleged not to be compliant signifi cantly higher than the provision recognized in Europcar with French competition regulations. France fi nancial statements and that there wouldn’t be any impact on Europcar Groupe fi nancial statements as the ultimate parent company.

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Off-balance sheet items

NOTE 21 OFF-BALANCE SHEET COMMITMENTS

21.1 Guarantees 21.2 Pension commitments

Pursuant to Article 4 of regulation 2010-02 of September 2, 2010 Legal and contractual retirement indemnities amounted to €228 of the French Accounting Standards Authority, repealed and thousand (€167 thousand in 2015) based on the valuation subsequently included in ANC regulation 2014-03, modifi ed by method prescribed by ANC recommendation No. 2013-02. ANC regulation 2016-07 relating to related party transactions The Group has commitments with respect to defined and transactions not recorded in the balance sheet, the benefit retirement plans. This commitment is assessed fi nancial commitments of the Company, given and received, by an independent actuary using the projected unit credit as of December 31, 2016 are as follows: method. This method requires the use of the specifi c actuarial assumptions set out below. These actuarial valuations are Guarantees and sureties given performed at the period end for each plan by estimating the present value of the amount of future benefi ts that employees As surety for the Senior Revolving Facility Agreement dated have earned in return for their service in the current and prior May 31, 2006 as amended, and the relevant coverage periods and factoring in the effects of future salary increases. documents (ISDA Master Agreement), the Company has made the following pledges to its banks: The assumptions are: a secured and irrevocable deposit of borrowers; a discount rate: 1.3%; a pledge of Europcar International S.A.S.U. shares held by the a anticipated long-term infl ation rate: 1.75%; Company, for €1,241,194,716; a expected return on the fund: 1.30%; a pledge of the bank accounts of consolidated companies. a expected rate of wage increases: 3.50%. As guarantees and safeties of payments by Europcar Groupe, The 2016 cost of services rendered was €23 thousand, and the company issued two guarantees of payment to the extent the fi nancial cost €3 thousand. of 250,000 euros. Each one relates to the company Chatelier SPRL and Crosby SPRL under the framework of shareholder’s agreement of the company Ubeeqo.

Guarantees and sureties received 21.3 Other commitments

The Company is the beneﬁ ciary of a vendor warranty granted None by the Volkswagen group at the time of its disposal of Europcar Groupe in 2006. This warranty is expired and can no longer be implemented. However, relating to previous implementations, the Company may still receive compensation subject to the completion of ongoing litigation or pre-litigation and in agreement with Volkswagen on the ﬁ nal amount of such compensations.

236 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMPANY’S FINANCIAL STATEMENTS AND STATUTORY AUDITORS’ REPORT

Further information

NOTE 22 NUMBER OF EMPLOYEES

Items at Dec. 31, 2016

Personnel seconded Salaried personnel to the Company 03 Managers and similar 14 -

TOTAL 14 -

NOTE 23 FREE-SHARES GRANTS

The Europcar Extraordinary Shareholders’ Meeting held on a for the year ended December 31, 2017, performance June 8, 2015 authorized the Company’s Management Board to conditions related to (i) Adjusted Corporate EBITDA and (ii) award free-shares in the Company. The Management Board, at movements in the Company’s stock price as compared with its meeting on June 25, 2015, and pursuant to said delegation movements in the SBF 120 index. of authority approved the decision and the principle of two The second free share plan (“AGA 100”) is for the benefi t of the free-share plans. Group’s top 100 executives. The shares will vest following a The fi rst plan (“AGA 13 T1” and “AGA 13 T2”) is for the benefi t two-year vesting period, subject to the benefi ciary’s continued of members of the Group’s Executive Committee. employment with the Company on the date of allocation and subject to the achievement of performance conditions relating The award of these free-shares, following vesting periods of to (i) Adjusted Corporate EBITDA and (ii) movements in the two to three years, and subject to the benefi ciary’s continued Company’s stock price as compared with movements in the employment with the Company at the end of this period, would SBF 120 index. depend on the achievement of: a for the years ended December 31, 2015 and 2016, performance conditions related to Adjusted Corporate EBITDA;

A total of 1,991,844 free-shares were originally granted. Changes in the number of free-shares in 2016 were as follows:

Number of free shares

At the plan issue date of June 25, 2015 1,991,844 Canceled (128,511) Currently vesting as at January 1, 2016 1,863,333 Canceled (403,574) Currently vesting at December 31, 2016 1,459,759

The weighted average fair value of the allocated shares was a €6.53 for the AGA 13 T2 plan; determined on the grant date by using the Monte Carlo a €5.91 for the AGA 100 plan. simulation model. The employer contribution at the rate of 30% was calculated Since the dividend rate was 2.20% (only for 2017) and the on a base corresponding to the unit fair value of the shares as borrowing rate was equal to a risk-free rate of +1%, the fair estimated at the grant date. values on the grant date less the dividends discounted during the vesting period and the discounted cost of non-transferability The plans are expected to be satisﬁ ed by new shares. during the lock-in period are equal to: a €11.73 for the AGA 13 T1 plan;

EUROPCAR REGISTRATION DOCUMENT 2016 237 03 FINANCIAL AND ACCOUNTING INFORMATION STATUTORY AUDITOR’S REPORT

NOTE 24 SUBSIDIARIES AND AFFILIATES

Share Gross val. Loans, Capital % Held securities advances Revenue

Val. Net Dividends value of Net proﬁ t/ Corporate Name Equity received securities Guarantees (loss)

Subsidiaries (over 50%) Europcar International S.A.S.U. (FRANCE) 110,000 100% 1,241,195 144,122 95,394 220,276 - 1,241,195 - 85,631

EC Participations 10 100% 10 - - 10-10-- Investments (b. 10 and 50%)

STATUTORY AUDITOR’S REPORT

Statutory Auditor’s report on the ﬁnancial statements

This is a free translation into English of the statutory auditors’ report on the financial statements issued in French and it is provided solely for the convenience of English speaking users. The statutory auditors’ report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions, or disclosures. This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

(Year ended December 31, 2016) Europcar Groupe 2 rue René Caudron Bâtiment Op 78960 Voisins-le-Bretonneux To the sharholders In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2016, on: a the audit of the accompanying consolidated financial statements of Europcar Groupe S.A. ; a the justification of our assessments; a the specific verifications required by law. These financial statements have been approved by the Management Board. Our role is to express an opinion on these financial statements based on our audit.

238 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION STATUTORY AUDITOR’S REPORT

I - Opinion on the financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sample techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2016 and of the results of its operations for the year then ended in accordance with French accounting principles.. 03

II - Justification of our assessments In accordance with the requirements of article L.823-9 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: a measurement of investments in subsidiaries: the Company assesses on an annually basis the recoverable value of its investments in subsidiaries in accordance with the methods set out in section 2.3 – “Financial assets” of Note 2 – “Significant accounting policies” to the financial statements. We have reviewed the methods used for the aforementioned assessment and, based on the information available at the time of our audit, we ensured the estimates made by the Company at December 31, 2016 are appropriate. These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

III - Specific verifications We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law. We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the Management Board, and in the documents addressed to the shareholders with respect to the financial position and the financial statements. Concerning the information given in accordance with the requirements of article L.225-102-1 of the French Commercial Code (Code de commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favour, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information. In accordance with French law, we have verified that the required information concerning the identity of shareholders and holders of the voting rights has been properly disclosed in the management report. Neuilly-sur-Seine and Courbevoie, 27 February 2017 The Statutory Auditors PricewaterhouseCoopers Audit Mazars François Jaumain Isabelle Massa

EUROPCAR REGISTRATION DOCUMENT 2016 239 03 FINANCIAL AND ACCOUNTING INFORMATION OUTLOOK FOR FISCAL YEAR 2017

3.7 OUTLOOK FOR FISCAL YEAR 2017

3.7.1 Group forecasts for the year ending December 31, 2017

Forecasts in terms of revenue and Adjusted Corporate EBITDA In line with the commitments made by the Group on Investors’ as well as distributions presented below are founded on data, Day October 4, 2016, the Group is projecting, for the year assumptions, and estimates considered reasonable by Group ending December 31, 2017, that it will continue to generate Management. They could change or be modified due to profi table growth, in line with its “Ambition 2020” plan: uncertainties linked, for example, to the economic, fi nancial, a consolidated revenue growing by more than 3% in 2016, at competitive and/or regulatory environment, due to other factors constant consolidation and exchange rate and excluding the that are unforeseeable as well as certain transactions, if any. impact of oil-related revenue (organic growth) (1), compared In addition, the materialization of certain risks described in with 2.6% growth in organic revenue growth in 2016; Chapter 2 “Risk factors” of this Reference Document could have an impact on the Group’s activities and its ability to (1) Taking into account the current price of oil. achieve these forecasts. No assurance can be given that the a Adjusted Corporate EBITDA margin of more than that of Group’s actual results will be in line with the forecasts below. 2016 by excluding the impact of new mobility levels which Finally, the Group believes that Adjusted Corporate EBITDA, is more than 11.8%; although a non-GAAP measurement, is a relevant indicator of a a ratio of Corporate Operating Free Cash Flow to Adjusted the Group’s operating and fi nancial performance. Corporate EBITDA of more than 50%. The Group’s forecasts are based on its consolidated fi nancial Moreover, the Company’s objective is to distribute, subject to statements for the year ended December 31, 2016. These shareholder approval, annual dividends equal to at least 30% forecasts are based on the following main assumptions: of its annual net profi t in the previous fi scal year. a no material changes in the accounting principles or scope The Company’s dividend payment policy (see Section 6.7.1 of consolidation as compared to the Group’s consolidated “Dividend Policy”) will take into account, among other factors, fi nancial statements for the year ended December 31, 2016; its operating results, fi nancial position and the achievement of a an estimated annual average GBP/Euro exchange rate of its objectives as set out in this Chapter, as well as restrictions on 1.10 and Australian dollar/Euro exchange rate of 0.66. dividend payments applicable under the terms of the Group’s debt instruments.

240 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION OUTLOOK FOR FISCAL YEAR 2017

3.7.2 Statutory auditors’ r eport on the proﬁ t forecast for the year ending December 31, 2017

This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Chair of the Management Board 03 Europcar Groupe 2 rue René Caudron Bâtiment Op 78960 Voisins-le-Bretonneux, France

Dear Madam, In our capacity as Statutory Auditors and pursuant to regulation (EC) No. 809/2004, we have compiled this report on the profi t forecast (“Adjusted Corporate EBITDA”) for the company Europcar Groupe S.A., contained in Chapter 3, Section 3.7.1 of its 2016 Reference Document. This forecast, and the signifi cant assumptions on which it is based, were compiled under your responsibility pursuant to the provisions of regulation (EC) No. 809/2004 and the ESMA recommendations on forecasts. Based on our review, we have been asked to express an opinion, in accordance with Annex I, point 13.2 of regulation (EC) No. 809/2004, on whether this forecast has been properly compiled. We performed the work that we deemed necessary according to the professional guidance issued by the French institute of statutory auditors (Compagnie nationale des commissaires aux comptes – CNCC) for this type of engagements. Our work included an assessment of the procedures undertaken by management to compile the profi t forecast as well as the implementation of procedures to ensure that the accounting policies used are consistent with the policies applied by Europcar Groupe S.A. for the preparation of the historical fi nancial information. Our work also included gathering information and explanations that we deemed necessary in order to obtain reasonable assurance that the profi t forecast has been properly compiled on the basis stated. Since profi t forecasts, by nature, are uncertain and may differ signifi cantly from actual results, we do not express an opinion as to whether the actual results reported will correspond to those shown in the profi t forecast. In our opinion: a the forecast was properly compiled on the basis stated; a the basis of accounting used to compile the profi t forecast is consistent with the accounting methods used by the company Europcar Groupe S.A. for the fi scal year which ended on December 31, 2016. This report has been issued solely for the purpose of registering the Registration Document (Document de référence) with the French fi nancial markets authority (Autorité des marches financiers – AMF). Drawn up in Courbevoie and Neuilly-sur-Seine, April 4, 2017 The Statutory Auditors,

Mazars PricewaterhouseCoopers Audit Isabelle Massa François Jaumain

EUROPCAR REGISTRATION DOCUMENT 2016 241 03 FINANCIAL AND ACCOUNTING INFORMATION INFORMATION ON MEDIUM-TERM TRENDS AND OBJECTIVES

3.8 INFORMATION ON MEDIUM-TERM TRENDS AND OBJECTIVES

3.8.1 Recent events

A detailed description of the Group’s results for the year ended December 31, 2016 is provided in Section 3.1 “Analysis of Group results” of this Reference Document.

3.8.2 Objectives for the year ending December 31, 2020

The objectives of the Group described below are not forecasts The Group has entered an accelerated phase in its strategy or estimates of Group profi t, but refl ect the Group’s strategic with high ambitions for the future: to become a world leader in orientations and action plan, as described in Section 1.4 mobility solutions. This goal, for 2020, is refl ected in revenue of “Strategy”. over €3 billion, driven by organic growth and by acquisitions, and an Adjusted Corporate EBITDA Margin of more than 14% The Group’s management believes the data, assumptions and (excluding the New Mobility Division). There are two reasons estimates on which the Group has based these objectives to for this margin improvement: fi rstly, a signifi cant leverage effect be reasonable. These are based, in particular, on the Group’s brought about by the strong growth in Group revenue by 2020 expectations regarding economic conditions and market and secondly, the Group’s ability to continue its efforts to cut trends. They are likely to evolve or change due to uncertainties costs. This goal for achieving a Corporate adjusted EBITDA related notably to the economic, fi nancial, competitive, and/ margin of 14% by 2020 relies on stabilizing the profi t margin or regulatory environment, other factors of which the Group after variable costs, good operational efficiency and strict is not aware, or due to the occurrence of certain operations. control of the Group’s fi xed costs. Moreover, the materialization of certain risks described in Chapter 2 “Risk Factors” of this Reference Document could This goal for 2020 was introduced on Investors’ Day on affect the Group’s business and its ability to implement the October 4, 2016. The Group intends to build on its leadership objectives described below. The Group provides no assurance position in Europe, the strength of its assets, its restructured that the objectives described in this Section will be met and organization, and its ability to develop new mobility solutions makes no commitment to publish updates to this information. to achieve this ambition. Finally, the Group considers that Adjusted Corporate EBITDA, and the associated margin, non-GAAP measurements, are relevant indicators of the Group’s operating and financial performance.

242 EUROPCAR REGISTRATION DOCUMENT 2016 FINANCIAL AND ACCOUNTING INFORMATION COMMENTS FROM THE SUPERVISORY BOARD REGARDING THE MANAGEMENT BOARD’S REPORT AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

3.9 SIGNIFICANT CHANGE IN THE FINANCIAL OR BUSINESS POSITION

To the Company’s knowledge, there has been no signiﬁ cant change int he Group’s or Company’s ﬁ nancial or business position since December 31, 2016 other than as described in this document. 03

3.10 COMMENTS OF THE SUPERVISORY BOARD ON THE MANAGEMENT BOARD’S REPORT AND THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2016

Dear Shareholders, The Company’s Management Board has invited you to attend the Annual Shareholders’ Meeting in accordance with the law and the Company’s bylaws, in order to present to you the situation and activity of our Company for the year ended December 31, 2016 and to submit for your approval the fi nancial statements of said year and the allocation of income. You are reminded that, in accordance with Article L. 225-68 of the French Commercial Code, the Supervisory Board is required to present to the Annual Shareholders’ Meeting its observations on the report of the Management Board, as well as on the fi nancial statements approved by the Management Board and submitted to the Meeting. You are advised that the Company financial statements and the consolidated financial statements for the year ended December 31, 2016, as well as the Management report, were provided by the Management Board to the Supervisory Board within the legal and statutory delays. The resolutions presented to you by the Management Board have been debated and approved by the Supervisory Board. After verifying and reviewing the Company fi nancial statements, the consolidated fi nancial statements and the Management Board ’s report, we advise you that the Supervisory Board has no particular comments to make on these documents and invites you to adopt all the resolutions proposed to you by the Management Board.

The Supervisory Board

EUROPCAR REGISTRATION DOCUMENT 2016 243 244 EUROPCAR REGISTRATION DOCUMENT 2016 04 SOCIETAL, SOCIAL AND ENVIRONMENTAL INFORMATION

4.1 OUR VISION: CSR AMBITIONS 2020 246 4.5 EUROPCAR CREATOR 4.1.1 Be an actor for change 246 OF SHARED VALUE 262 4.1.2 CSR organization and governance 247 4.5.1 Promote local suppliers and sub-contractors 262 4.5.2 Promote a responsible purchasing policy 262 4.2 EUROPCAR PROMOTER 4.5.3 Raise the franchisee network’s awareness OF MOBILITY FOR ALL 248 and deploy best practices 263 4.2.1 Present an innovating, accessible and transparent offer 248 4.6 CONCORDANCE TABLES 264 4.2.2 Act for the safety of drivers 249 4.7 METHODOLOGY NOTE 266 4.3 EUROPCAR RESPONSIBLE EMPLOYER 251 4.8 ILO REPORT 269 4.3.1 Generate local jobs 251 1 Attestation regarding the completeness 4.3.2 Labor policy and well-being at work 253 of CSR Information 270 2. Conclusion on the fairness of CSR Information 270 4.4 EUROPCAR ACTOR IN THE FIGHT AGAINST CLIMATE CHANGE 257 4.4.1 Improve the environmental footprint of its value chain 257 4.4.2 Promote sustainable mobility: the Low Carbon strategy 259

EUROPCAR REGISTRATION DOCUMENT 2016 245 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION OUR VISION: CSR AMBITIONS 2020

“By deﬁ ning our Corporate Social Responsibility commitments, 2016 marked a new stage in our approach, which is fully aligned with the Group’s overall strategy and values.” CAROLINE PAROT

4.1 OUR VISION: CSR AMBITIONS 2020

4.1.1 Be an actor for change

STATEMENT FROM CAROLINE PAROT, CEO

As European leader in vehicle rental, Europcar wants to take concrete action to meet the environmental, social and societal challenges facing its market and to act responsibly. Our approach forms an integral part of the overall strategy and values of our Group. With CSR Ambitions 2020, Europcar has deﬁ ned an ambitious roadmap and strong commitments to support the Group’s CSR transformation. I am convinced that strengthening our CSR efforts contributes to improving the overall performance of the Group. With this in mind, we are committed to constantly raising the level of our CSR requirements and to increasing our efforts in order to achieve economic, social and environmental success together with all our stakeholders.

Europcar adhered to the United Nations Global Compact in potential effects on Europcar. In total, nearly 900 employees 2005 and was the fi rst car rental group to do so. Since then, took part in this unique survey which helped defi ne the priority as part of a continuous improvement process, the Group’s CSR issues and thus enabled the Group to build its strategy. Among policy has been constantly enriched and structured around an the issues identifi ed, the following were found to be of particular ambition, that of being an agent of change. importance: customer safety, environmental concerns, business ethics, and the working conditions of the Group’s employees. After obtaining ISO 14001 environmental certifi cations for all of Although these issues are not new to the Group, they are now its European subsidiaries, and having established a team and at the very heart of its CSR efforts. governance dedicated to CSR, this year the Group reached a new milestone in the implementation of its CSR efforts, by Europcar has also maintained its requirement levels as defi ning the CSR Ambitions 2020 strategy structured around regards the compliance of the published non-fi nancial data, the following four priority areas for the Group: based on the new CSR governance structure, the continued implementation of its CSR Reporting designed with the double a a promoter of mobility for all; objective of compliance and operational supervision. a a responsible employer; In the beginning of 2017, the Group obtained the silver level a an actor in the fi ght against climate change; and from the Ecovadis independent platform, with a score of 48 and is in the top 30% of ratings by the rating organization. 2017 a a creator of shared value. will moreover be an opportunity for Europcar to strengthen its To this end, the Group performed its fi rst materiality analysis objectives for 2020, with the deployment of its strategy and the during the year by questioning its stakeholders (customers, implementation of action plans adapted to the issues identifi ed. suppliers and employees) on their expectations regarding corporate social responsibility and comparing them with their

246 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION OUR VISION: CSR AMBITIONS 2020

HISTORY OF THE CSR APPROACH:

2005: Adhesion to the principles of the United Nations Global 2013: The Group reaches the Active level of the United Nations Compact. Global Compact. 2008: Publication of its environmental charter, certified by 2015: Appointment of a Group CSR Director in charge of Bureau Veritas. defi ning and steering the CSR strategy for the Group and its subsidiaries. 2009: Launch of drive for ISO 14001 certifi cation for all of the Group’s European operating subsidiaries, renewed every three 2016: Launch of the CSR Ambitions 2020 strategy and years since. establishment of a dedicated governance structure (Strategic CSR Board, CSR Operations Committee, country CSR 2012: Publication of Europcar’s fi rst CSR report to meet the managers, etc.). non-fi nancial information publication obligations of its reference shareholder Eurazeo. 04

4.1.2 CSR organization and governance

The CSR organization took form in 2015 with the appointment a a CSR Committee, comprising the CSR correspondents of of a Group CSR Director in charge of defi ning and steering the the Holding Companies and Corporate Countries, in charge Group’s CSR strategy. This appointment enables the Group to of implementing the strategy at country level. meet its obligation, incumbent on it since its initial public offering, For the purpose of meeting its obligations under the Grenelle 2 to collect and publish social and environmental information in Law, requiring the collection and publication of non-fi nancial accordance with Article 225 of French Law No. 2010-788 of data, the Group relies on: July 12, 2010, the so-called “Grenelle 2 Law” (CSR Reporting). a CSR correspondents in the Holding Companies and In 2016, in order to accelerate the implementation of the CSR Corporate Countries, responsible for forwarding non-fi nancial strategy, the Group strengthened its CSR governance around: information and implementing the Group’s CSR strategy; a a CSR Sponsor, namely the CEO, in charge of defi ning the a around 80 CSR Reporting contributors across the Group’s Group’s CSR vision and roadmap; subsidiaries and departments; a a Group CSR Director responsible for CSR Reporting and the a drafting of a CSR Reporting protocol detailing all the relevant defi nition and implementation of the Group’s CSR strategy, procedures and methodologies for forwarding information, and a member of C3D (College of Sustainable Development distributed to all CSR Reporting contributors; Directors); a an internal control process to ensure the consistency of the a a CSR Coordinator, under the responsibility of the CSR CSR Reporting; Director, in charge of monitoring the CSR process and the deployment of action plans within the Group; a the appointment of an Independent Third Party Organization to verify the existence and accuracy of the CSR Reporting a a CSR Board, bringing together the main Group departments data in accordance with Decree No. 2012-557 of April 24, in order to contribute to the defi nition of the CSR strategy and 2012. to analyze the expectations of the stakeholders;

EUROPCAR REGISTRATION DOCUMENT 2016 247 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR PROMOTER OF MOBILITY FOR ALL

4.2 EUROPCAR PROMOTER OF MOBILITY FOR ALL

4.2.1 Present an innovating, accessible and transparent offer

Since its creation, Europcar has been committed to presenting a 4.2.1.1 Quality of service and accessible mobility offer that meets the latest expectations of its customers offering in terms of both the quality of the services and vehicles made available to them and the nature of the products offered. The MEASURE AND MONITOR OUR QUALITY Group intends to maintain its leading position in the mobility OF SERVICE business by presenting a wide range of tailor-made solutions and offerings intended to promote the accessibility of mobility As part of a process of continuous improvement, in 2011 the to the widest clientele possible. Group set up a client satisfaction monitoring program using the “Promoter Score” in order to collect its customers’ opinions With “Europcar Lab”, the Group continues its commitment and ﬁ nd out whether or not they would recommend Europcar to innovation with the experimentation on new smart and to their friends and relatives. connected solutions based on the sharing economy and responding to the new uses and new mobility habits of its In 2015, Europcar changed its customer satisfaction customers. measurement tool by developing a more powerful performance indicator, the Net Promoter Score (NPS), which corresponds Europcar has placed its “customers” stakeholder at the heart of to the difference between the “promoters” and “detractors” its activities and has undertaken numerous initiatives promoting of the brand. The detailed analyzes of the NPS have made it the “customer-company” dialog, the safety of drivers, and the possible to identify action plans and monitor the performance transparency of its offerings. These issues form an integral part of the initiatives taken. of its approach. The results obtained show the Group’s continuous efforts to improve the customer experience since 2011:

2012 2013 2014 2015 2016

Promoter Score 66% 72% 79% / / Net Promoter Score (1) / / / 44.8% 49.6%

(1) As a result of a change in the mode of collecting the questionnaires in May 2015 (returned only by email), the NPS correspond to the weighted average over the May-December period for both years.

The Net Promoter Score sums the number of persons who Since 2014, an online assessment and feedback service has have answered 9 or 10 out of 10 to the question “Would you been available in order to improve transparency, customer recommend Europcar to your friends or to your relatives?” interaction and customer satisfaction levels. minus the number of people who have answered 6 or less. In Finally, the Group has a process monitoring tool to manage 2016, the NPS of Europcar reached 49.6%, i.e. an increase of customer requests and complaints and ensure they are 4.8 points compared to 2015. dealt with in the best possible way. This system centralizes To reward the contribution made by each of its employees to all requests, classified by type (duplicate invoice, invoice the quality of the services provided, Europcar has linked part explanation, payment means, etc.), and monitors the time of the employees’ variable compensation to their Net Promoter required to process and solve customer requests. Score. Station scores are reviewed weekly and action plans implemented based on such reviews.

248 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR PROMOTER OF MOBILITY FOR ALL

GUARANTEE THE ACCESSIBILITY OF OUR OFFERINGS TO THE WIDEST CLIENTELE POSSIBLE The Group wants to make its offerings accessible to the widest clientele possible and presents modern mobility solutions for all users, including those with a speciﬁ c budget or other requirements.

Affected customers Details of offering

In France, the Student Box offer gives students discounted rates for both light commercial and leisure vehicle Students rentals, to facilitate their frequent relocations, in spite of the young drivers’ surcharge. In Italy, the “Family” offering was expanded with the addition of a customized package Families (insurance, child car seat, additional driver, GPS, etc.). Bicycle/motorbike riders The Group now rents motorbikes and bicycles at many of its stations. In Germany and in the United Kingdom, vehicles ﬁ tted with hand controls are available for people People with reduced mobility with reduced mobility. Since 2013, the Group offers low-cost rental in most European countries under its attractively priced InterRent® Cost-sensitive customers brand. This offer allows customers on a low budget to ﬁ nd suitable mobility solutions. 04

Europcar also offers several innovative and connected mobility 4.2.1.2 Transparent offering solutions that meet the customers’ expectations in terms of more sustainable mobility. Ubeeqo and E-Car Club are two Europcar pays particular attention to the transparency of its examples of such solutions and are mentioned in Section 4.4.1 offer and has, to this end, initiated a dialog with the European “Improve the environmental footprint of its value chain”. Commission and the competent national authorities responsible for enforcing the legislation on consumer protection as stipulated in regulation EC No. 2006/2004 aiming to improve IMPROVE THE ACCESSIBILITY the customer experience (transparency and adequacy of the OF OUR STATIONS contractual conditions). As part of a continuous improvement process, the Group therefore made strong commitments to the Europcar is also working to improve the accessibility of its European Commission in 2015, including the adoption of new stations for people with reduced mobility. For instance, in general rental conditions and the clariﬁ cation of the insurance 2016 Europcar France committed itself to bringing all of products and contractual guarantees offered in the event of its public areas up to standards over the next ﬁ ve years. damage caused to the vehicle. The European Commission welcomed these improvements and the commitments made by the Group. During the year, the Group continued its dialog with the competent national authorities in order to continue with the improvement process of its practices.

4.2.2 Act for the safety of drivers

4.2.2.1 Fleet of recent vehicles Europcar has a very young fleet and therefore offers its customers vehicles that meet the most recent standards in During the year ended December 31, 2016, the Group took terms of safety, average fuel consumption and greenhouse delivery of approximately 293,300 vehicles and operated an gas emissions. The Group’s vehicle purchasing model enables average rental ﬂ eet of 213,800 leisure and light commercial an average holding period of 8.8 months across the Group at vehicles. In order to meet the expectations of its customers, the December 31, 2016. Group offers a wide range of vehicles. In 2016, approximately 30% of Europcar’s ﬂ eet was acquired from Volkswagen, 14% In 2016, the Group sold over 7 billion mobility kilometers to its from General Motors, 14% from Fiat, 11% from Renault, 10% customers, of which approximately 60% on Mini, Economy or from Peugeot Citroen, 7% from Daimler, 4% from Hyundai-Kia, Compact models. 2% from Ford and the remaining 8% from other manufacturers.

EUROPCAR REGISTRATION DOCUMENT 2016 249 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR PROMOTER OF MOBILITY FOR ALL

4.2.2.2 Customer safety

Europcar places the safety of its customers at the heart of its INCREASE ROAD SAFETY AWARENESS priorities by offering a fl eet of recent and constantly maintained AMONG DRIVERS vehicles as well as a range of protection products adapted to every need. In Spain, the Group was the fi rst car rental company to obtain certification under the international ISO 39001 The Group’s fi rst priority is to offer a fl eet of recent vehicles (8.8 standard for road traffi c safety management systems in months on average for the entire fl eet in 2016) that meets the 2016. By involving its employees, its suppliers but also its latest safety standards. Furthermore, Europcar must follow the customers, Europcar has implemented a comprehensive maintenance specifi cations of the respective manufacturers in prevention approach to road safety issues. This has in order to maintain the warranty and buy-back agreement on the particular taken the form of dedicated training courses vehicle. The vehicles are therefore subject to specifi c written for employees, campaigns to promote awareness among procedures that are posted in the preparation sites to ensure young drivers, and the creation of a document appended inspection and maintenance before each new rental. to contracts recalling local regulations and precautionary All the vehicles are subject to mandatory checks before each driving measures at the wheel. departure. In Belgium, for instance, the Group has set up the “Clean & Safe car” program based on a 22-point checklist of items that must be checked before each new rental. The The Group revamped its insurance offering in 2015 to provide checks include dashboard lights (battery, temperature, brake greater clarity for its customers. pads, etc.), levels (gasoline, tire pressure, oil, etc.), rearview mirrors, lights, tires, windshield and body. When needed, lighter Three protection levels are now offered: Basic, Medium and repairs are generally carried out in directly operated vehicle Premium. They cover all the risks to which customers may maintenance centers in certain rental stations in the Corporate be exposed. All damage types can be covered: from liability Countries. Major repairs, in particular if related to collision insurance, to theft, and from vehicle damage (including glass damage, are generally performed by independent contractors. breakage or punctured tires) to the loss of personal effects in the event of an accident. Lastly, Europcar has identified awareness of road safety principles among drivers as one of its major issues. In New All vehicles rented by Europcar are covered by MTPL (Motor Zealand, a “Drive Safe” guide is systematically sent by e-mail Third Party Liability) policies issued by recognized insurance during each online reservation and it is handed to the driver in companies in their markets. the station prior to each rental. It recalls the main road safety Roadside assistance is available 24/7 to all customers in the instructions and the specifi cs of driving in New Zealand. event of any problem during the rental period (accidents, technical faults, lost keys, etc.). Depending on the nature of the issue, Europcar will fi nd the best solution to ensure the customer’s mobility. Response time is specifi ed in the contracts with the assistance providers. Lastly, the Group offers its customers the option to access a complete range of additional equipment that provides a greater level of safety: winter tires or chains, adapted child seats, etc.

250 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR RESPONSIBLE EMPLOYER

4.3 EUROPCAR RESPONSIBLE EMPLOYER

4.3.1 Generate local jobs

4.3.1.1 Group operations Europcar offers vehicles to its Leisure and Corporate customers from stations located at airports, railway terminals, hotels, In the Corporate Countries, the Group is present in nine resorts, office buildings, and other urban and suburban countries, with 1,103 directly owned rental stations and more locations. With two-thirds of the staff working in the station than 900 stations operated by agents or franchisees in 2016. networks and just one-third in the head ofﬁ ces, the Group is The Group offers an extensive geographical network with the an important local employer: goal of covering a diverse range of locations, be they in tourist 04 areas or in business areas.

WORKFORCE DISTRIBUTION HEAD OFFICES/RENTAL STATIONS **

Workforce at 12/31 2016

Headcount Head ofﬁ ces 2,541 36% Headcount Stations 4,503 64%

The staff of the Holdings and the Shared Services Center have been included in the Head ofﬁ ces headcount.

4.3.1.2 A dynamic approach to workforce management of the Group’s workforce to ensure high quality management service for its Leisure and Corporate customers throughout the year. On the other hand, Europcar must ensure local presence Europcar must constantly respond to two imperatives when depending on the business levels in each of the countries where managing its workforce. On the one hand, the strong annual the Group is present. and intra-weekly ﬂ uctuations of the business require dynamic

WORKFORCE DISTRIBUTION BY COUNTRY

Workforce at 12/31 ** 2016

TOTAL 7,044 ✔ 100% Europcar International, Europcar Groupe and Europcar Lab 323 5% Shared Services Center 342 5% Germany 1,700 24% France 1,391 19% United Kingdom 1,132 16% Spain 686 9% Australia 479 7% Italy 476 7% Portugal 336 5% Belgium 120 2% New Zealand 59 1%

* or ** Throughout this section, an asterisk (*) signiﬁ es that the data relate to permanent headcount only; two asterisks (**) signify that the data relate to permanent and ﬁ xed-term headcount.

EUROPCAR REGISTRATION DOCUMENT 2016 251 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR RESPONSIBLE EMPLOYER

WORKFORCE DISTRIBUTION BY AGE

Workforce at 12/31 * 2016

Under 25 294 5% From 25 to 35 years 2,020 32% From 36 to 45 years 2,032 33% From 46 to 55 years 1,382 22% More than 55 years 483 8%

About two-thirds of the permanent workforce are between 25 and 45 years old. About 60% of the permanent workforce have over six years’ seniority.

WORKFORCE DISTRIBUTION MANAGERS/NON-MANAGERS *

Workforce at 12/31 2016

Managers 1,649 27% Non-managers 4,562 73%

Managers, deﬁ ned as having responsibility for a team, a budget or a function, account for approximately one-quarter of the Group’s workforce, and are divided between headquarters in Corporate Countries and stations.

HIRINGS AND DEPARTURES OVER THE YEAR **

2016

Hirings 2,298 ✔ Number of voluntary departures 955 ✔ 51% Number of departures initiated by employer 457 ✔ 24% Number of departures for other reasons (contract ended, retirement) 463 ✔ 25%

WORKING TIME ORGANIZATION The peaks in business are mainly yearly and weekly, but can also be daily, which is why the Group uses different types To meet the mobility needs of all its customers, and in view of of employment contracts depending on the country and in the seasonality of its business, the Group must take a dynamic compliance with local regulations, from close-ended contracts approach to workforce management in order to constantly of a few weeks or months (for ﬁ xed-term staff) to weekly or adjust its Human Resources to the current level of business. hourly based contracts (including seasonal staff).

The following graphs show that the Group strives to adjust its workforce to the business level throughout the year:

DIFFERENCE FROM THE ANNUAL AVERAGE DIFFERENCE FROM THE ANNUAL AVERAGE OF THE FLEET FIXED-TERM AND SEASONAL HEADCOUNT

60000 365 400 42 106 40000

20000 200 39 2 0 -654 -200 -20000 -5 920

-40000 -400 -35 532 -406 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

252 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR RESPONSIBLE EMPLOYER

There is a signiﬁ cant correlation between the ﬂ uctuation in Germany and Spain, seasonal staff accounted for approximately temporary and seasonal staff and the changes in the average 2,100 full-time equivalent employees over the year. fleet over the year. Mostly located in the United Kingdom,

WORKING TIME ORGANIZATION

2016

Proportion of permanent part-time employees * 10.4% ✔ Overtime (all types of contracts) (in hours) 344,871 ✔ Hours of atypical work (all types of contracts) (1) 255,807 ✔ Absenteeism** 4.9% ✔

(1) In 2016, the deﬁ nition of “atypical working hours” was standardized for all of the entitles and corresponds to working hours before 8:00 A.M. or after 8:00 P.M., as well as during weekends and holidays. 04 To meet its customers’ demands, Europcar’s rental stations the applicable regulations and collective bargaining agreements offer extensive opening hours (evenings, week-ends, and employees working outside standard hours are paid a holidays, etc.). In all the countries, the Group complies with premium.

4.3.2 Labor policy and well-being at work

4.3.2.1 Labor policy and complex national labor laws. In 2016, with the exception of very few individual proceedings, the Group received no type of The Group’s labor policy is built on social dialog, diversity and on sanction for failure to comply with the labor regulations of the training and health/safety policies leading to low absenteeism countries in which it operates. As regulations in the countries and accident rates, as well as a balanced gender ratio at Group where the Group operates are in line with and are very often level. stricter than ILO (International Labour Organization) directives, With operations in seven European countries as well as in the Group is compliant with said directives. Australia and New Zealand, the Group must comply with multiple

ESTABLISHMENT OF THE FIRST EMPLOYEE SHAREHOLDING PLAN In 2016, Europcar established an employee shareholding plan enabling all the employees of the Holding Companies and Corporate Countries, in head ofﬁ ces and rental stations, to become even more involved with the Group’s results. 34% of the Group’s employees subscribed to the shareholding plan, proving its success and the employees’ involvement in the Group’s strategy.

LABOR RELATIONS, COLLECTIVE BARGAINING In Australia and New Zealand, Europcar is proactive in AGREEMENTS, CORPORATE CLIMATE establishing constructive labor relations through team meetings and monthly telephone conferences, yearly roadshows, and ORGANIZATION OF LABOR RELATIONS regular bulletins and emails sent to the employees. Furthermore, The Group abides by local regulations in all countries with the Group has established a dedicated email address enabling regulated labor relations. Accordingly, in France, Germany, employees to contact senior management directly. Spain, Italy and Belgium, labor relations are built around works OVERVIEW OF THE COLLECTIVE BARGAINING AGREEMENTS councils which discuss any topics as required, in relation to employment, equal opportunities and equality, the Company’s Within the Group, 70 collective bargaining agreements are ﬁ nancial position, etc., depending on the country. active as of December 31, 2016, including 8 signed during the year. These collective bargaining agreements cover different subjects such as working time organization, pensions or compensation.

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SOCIAL BAROMETER AND EMPLOYEE SATISFACTION For the second year in a row, the Group offered its Corporate Countries and Holding Companies an internal tool to assess the social climate. Every year, the employees are asked to express their level of satisfaction on a scale from 1 to 10 as part of a survey. The results are then consolidated for each country and analyzed by the Human Resources teams, including regional teams, before being passed on the General Manager of each subsidiary.

HEALTH/SAFETY In the Holding Companies, evacuation drills and staff ﬁ rst aid training are carried out regularly. During 2016, two collective bargaining agreements on health and safety were signed and seven were active on Workplace accidents 2016 December 31, 2016. In the majority of the countries where the Group is located, signing health and safety agreements Number of workplace accidents 208 with staff representation bodies is not mandatory. The Group Number of days lost time due to workplace accidents 4,135 ✔ has, however, implemented various measures to reduce the Number of fatal workplace accidents in the year 0 ✔ frequency and severity of workplace accidents, which are thus Workplace accident frequency rate 16.5 ✔ low. Workplace accident severity rate 0.3 ✔ Three types of measures, which vary depending on the countries in which Europcar is present, affect the Group’s health The activities of Group employees do not cause any and safety policy and may complement each other: occupational illness in any of the Corporate Countries or Holding a regulatory measures: when regulations govern these aspects, Companies. In particular, employees of Europcar France are the Group carefully complies with the legal framework, all not exposed to levels exceeding the limits set by legislation data publication requirements, and the stipulated meeting for any of the factors deemed by legislation to be particularly frequency of dedicated committees. This is particularly the harsh (cold, noise, posture etc.). However, Europcar France has case for French subsidiaries, within which the Committees nonetheless recognized that certain employees, in particular for Hygiene, Safety and Working Conditions (CHSW) meet the vehicle preparation agents or customer service agents, monthly and for which Risk Assessment Documents are could be engaged in tasks deemed “harsh” and a collective prepared every year; bargaining agreement covering this has been agreed with the social partners (unions and management) to mitigate its effects. a standards and independent third parties:

a in certain countries, such as Spain and Italy, Europcar relies COMPENSATION POLICY AND SOCIAL SECURITY on recognized reference systems and standards, such as In 2016, all benefits and salaries together amounted to OHSAS 18001 (1), to defi ne its health and safety policy and approximately €254 million (compared with €266 million in thus comply with regulations, 2015). a in other countries, such as Germany and Portugal, the health and safety policies are implemented in collaboration The compensation policy is, depending on the country, based with independent certifi cation bodies, enabling the Group either on pay scales in accordance with the collective bargaining to ensure risks are correctly identifi ed and assessed and to agreements, or internal pay scales set by the Company or on implement action plans and procedures to minimize them; local labor market conditions. a proactive measures: in Australia and New Zealand, in addition Europcar complies with local regulations which, in certain to frequent inspections of the sites (monthly for sites with countries, regulate compensation for working hours outside car washing equipment and quarterly for other sites), all of the traditional work week (evenings, weekends and holidays) employees are trained in health and safety practices when by offering higher pay to those employees affected. they join the Company and annually thereafter. In France, A large proportion of the employees benefi t from a variable the Group goes further and requires that managers provide component of compensation linked to monthly or annual an internal report after each accident, in which they note performance objectives depending on the type of position. any preventative measures to be implemented so that the At the Group level, approximately 20% of the total payroll is accident does not occur again, and that its station employees variable and based on performance objectives. wear Individual Protection Equipment.

(1) OHSAS is an international standard for managing workplace health and safety.

254 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR RESPONSIBLE EMPLOYER

In 2016, the publication of the Group Ethics Code reaffi rmed Benefi ts ** 2016 Europcar’s commitment to the fi ght against discrimination as Number of employees covered by optional health regards its employees and its expectations on its commercial insurance 2,726 partners. Number of employees covered by optional death and In particular, concerning the employment of people with disability insurance 5,458 disabilities, no discrimination is practiced in hiring, and in certain Number of employees covered by optional retirement countries where it is allowed, positive discrimination is even insurance 2,512 practiced where possible. In all cases, Europcar complies with its obligations under In two countries, the employment of peoples with disabilities is internal agreements or collective bargaining agreements. subject to minimum legal requirements: A large number of employees receive Company benefits a in Italy, regulations require recruitment of a minimum (provident or retirement) providing higher benefi t levels than percentage of people with disabilities and the Group complies the legal minimums in the countries where the Group is with the law, with disabled employees making up at least 5% present. Each country applies its own criteria and conditions of its headcount; 04 (age, seniority within the Company, type of contract, executive status) for granting complementary coverage. Depending on a in France, despite its efforts to adapt positions and work with the country, these corporate employee benefi ts may enable the ESATs when possible, the Group did not achieve the required Company to build employee loyalty by offering more favorable 6% of disabled employees in its workforce. terms than those in the local market. GENDER EQUALITY ANTI-DISCRIMINATION Europcar strives to promote the gender equality in all of the Present in very diverse geographic regions, Europcar is a anti-discrimination policies of the Group’s subsidiaries. In signifi cant provider of local jobs through its networks of stations 2016, the publication of its “Group Ethics Code” reaffi rmed and its Corporate Countries. this commitment by recalling that gender may not be used as a criterion determining selection, promotion and compensation Within its Holding Companies and Corporate Countries, the in the Group’s businesses. Group complies in a proactive way with the different local regulations designed to fight discrimination. The Group This commitment is refl ected in the fi gures, which show that communicates internally pursuant to legal requirements the Group’s headcount in terms of the gender breakdown and trains employees in compliance with non-discrimination is balanced. The Group also ensures that both genders are principles, both in the recruitment process, where the Human represented within its management and governance, with a Resources Departments are trained in non-discrimination, and female presence in its Management Board and Supervisory in the corporate environment. The majority of countries have Board of 33% and 40% respectively at year-end 2016. formal and internally communicated anti-discrimination policies.

2016

Gender breakdown Headcount at 12/31

Men** 3,643 ✔ 51.7% Women** 3,401 ✔ 48.3% Male managers * 985 59.7% Female managers* 664 40.3% Men on the Management Board 26 7% Women on the Management Board 1 33% Men on the Supervisory Board 6 60% Women on the Supervisory Board 4 40%

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WOMEN AT EUROPCAR Europcar puts diversity at the heart of its corporate culture. With the development of the community and “Europcar Women”, the Group hopes to support the contribution of women internally at all levels and give them the resources to succeed: training, career development, succession planning, and personal development. This year, by becoming CEO of Europcar, Caroline Parot also became the second woman to hold CEO functions among the groups included in the SBF 120 stock market index.

4.3.2.2 Talent management In 2016, 5,376 permanent and fi xed-term employees received 73,961 hours of training. The training themes are varied The Group wants to support talented employees throughout in nature and depend on the business needs, and can be their career within the Group by creating a pleasant working classifi ed according to these three major areas: environment and paying particular attention to training. The a Group is convinced of the need to offer a stimulating managerial management training: mentioned above; policy to further strengthen the employees’ commitment and a health and safety training: depending on the country, these well-being at work and to offer them the opportunity to reach training courses, which may be obligatory, cover the following their full potential. At the head offi ce, 90% of the local managers subjects: accidental spills/leaks in the station, first aid, (i.e. those with at least one employee under them) have received evacuation, fi re, etc; training this year on the principles of positive management in a a corporate setting (reminders of fundamentals, role-playing and specifi c activity training: these courses aim to develop the discussion sessions). These training sessions refl ect Europcar’s employees’ skills and performance and the subjects depend ambition to defi ne a genuine managerial career path to support on business needs. managers in their functions. The individual interviews held every year with employees, whether or not they are managers, working in stations or in TRAINING AND ANNUAL REVIEWS head offi ces, make it possible to defi ne training plans that are most closely adapted to the expressed needs. The procedures Europcar attaches great importance to the training of its for annual reviews are formalized and based on performance workforce, which it considers to be a key factor driving its criteria and objectives, as well as on the areas of commitment performance. For Europcar, the objectives are to contribute to and personal development. the skill improvement of each employee and to create a working environment that is stimulating and conducive to identifying new Europcar also wants to promote the employment and training of opportunities for the Group. young people. To this end, in some countries the Group takes on apprentices, some of whom are subsequently hired on a Adapted training plans are offered to each type of activity, both permanent basis. This year, there were 122 full-time equivalent in the stations, where the employees are real ambassadors employees recruited as apprentices across the Group. for the brand and are therefore trained on service quality and sales, or in the maintenance centers, where the employees Finally, the Group intends to train the seasonal workforce during are trained on vehicle preparation quality and safety. Europcar their assignments at Europcar. In 2016, this workforce received also provides training plans that are tailored to the individual more than 16,000 hours of training, mainly within Europcar activities of the employees of its Holding Companies. All these United Kingdom. training plans are defi ned on the basis of achieving a balance between the economic and performance requirements of the Group, individual aspirations and local regulations.

ENHANCE TALENT THROUGH MENTORS Since 2015, Europcar International is a partner of the “Nos quartiers ont des talents” (Our neighborhoods have talent) association. This organization puts together companies and young graduates with four or ﬁ ve years of post-high school education, who come from disadvantaged backgrounds and cannot ﬁ nd employment. The organization looks for male and female sponsors within these companies who will be able to help these young people to better understand the working world by coaching them (reviewing CVs, interview practice, following their progress, etc.). This year Europcar France has joined this initiative by becoming a partner. At December 31, 2016, 16 Europcar International employees acted as sponsors for young employment seekers in the Ile de France region.

256 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR ACTOR IN THE FIGHT AGAINST CLIMATE CHANGE

4.4 EUROPCAR ACTOR IN THE FIGHT AGAINST CLIMATE CHANGE

4.4.1 Improve the environmental footprint of its value chain

The environmental footprint of Europcar and its value chain Furthermore, Europcar intends to support innovation for the is intimately related to its activities. Although the “carbon” development of new and more sustainable mobility solutions. challenge is vital for the Group, which this year launched its This commitment takes form in particular through the Low Carbon strategy (see Section 4.4.2 “Promote sustainable deployment of the services of its subsidiary Ubeeqo, including mobility: the Low Carbon strategy”), it also wants to improve within the Group. Two initiatives have already been launched all aspects of its environmental footprint. since 2015: 04 As a provider of mobility, the Group holds and maintains a Bettercar Sharing, provides employees without a company on behalf of its customers a substantial fl eet of vehicles. By vehicle with courtesy cars they can use for personal and offering for rent new and well-maintained vehicles, the Group work-related trips at the Europcar International and Europcar minimizes the related environmental impacts and emissions. France head offi ces; The environmental footprint of the business is thus shared a Mobility credits, inviting employees with a company vehicle between the customer as user (usage of the vehicle and fuel to opt for vehicles with a lower environmental impact for their consumption), the Group (administration and delivery of the daily trips and to mobilize the credits obtained (difference fl eet) and its sub-contractors (vehicle washing, preparation and between the cost of their usual company car and the new repair). lower impact vehicle) for their personal mobility needs (train, As the Group does not carry out any industrial activities, the taxi, larger vehicle for week-ends, etc.). risks of environmental pollution are thus limited and essentially only concern the washing areas and the fuel storage tanks.

PROMOTE CAR-SHARING BETWEEN EMPLOYEES Europcar International and Europcar France have also implemented a solution in partnership with Wayz-Up, allowing their employees at the Voisins-le-Bretonneux sites near Paris to car pool for their commute.

4.4.1.1 Organization of the Group and training Europcar also wants to develop the training courses on related to the environment environmental issues intended for its managers and employees. In the United Kingdom, for instance, the regulations and Each of the Corporate Countries has a CSR correspondent procedures concerning environmental protection are recalled who is in charge of the local implementation of the Group’s every year during a “Green Month”. environmental strategy and action plans. A number of “key” indicators concerning in particular water and energy In 2016, for the seventh year in a row, the Group’s initiatives consumption, waste generation, and the vehicle fl eet’s CO2 and efforts earned it the World Travel Awards trophy for being emissions are presented in the annual CSR reporting in order the World’s Leading Green Transport Solution Company. to monitor their evolution over time. Since 2009, the Group strives to ensure that all its European 4.4.1.2 Direct environmental footprint: key Corporate Countries are ISO 14001 certifi ed. This environmental fi gures and impacts management system has enabled the Group to identify environmental risk areas and implement tailored procedures Two aspects of the Group’s environmental footprint should and training. be noted in order to interpret the various data published in this Section and to understand the possible scope of action The amount of provisions and guarantees for environmental available to Europcar to minimize it. On the one hand, the Group risks as of December 31, 2016 is thus insignifi cant (around carries part of the environmental footprint of its customers by €30 thousand) and no environmental penalties were imposed providing them with a fl eet of vehicles; on the other hand, it on the Group in 2016.

EUROPCAR REGISTRATION DOCUMENT 2016 257 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR ACTOR IN THE FIGHT AGAINST CLIMATE CHANGE

also externalizes a substantial part of its environmental footprint The Group therefore does its utmost to offer adapted solutions mainly in the form of: and to promote the implementation of best practices at all levels of its value chain in order to achieve the smallest possible a fuel consumption when the vehicles are in use by its environmental footprint. Beyond the issues related to its carbon customers; footprint, presented in the following paragraph, the Group a service providers in charge of vehicle maintenance, vehicle wants to take action on the three aspects of its environmental washing, and delivery of the vehicle ﬂ eet. footprint that it considers require priority attention, namely its energy consumption, its water consumption, and the handling of waste.

The footprint shown below thus only shows the Group’s internal consumption:

2016

Consumption Coverage rate

Water (cu.m.) 369,337 ✔ 79% Electricity (MWh) 19,457 ✔ 94% Renewable energy (MWh) 5,647 81% Natural gas (MWh) 5,312 79% Total energy excluding fuel (MWh) 30,416 79% Fuel consumed internally (L) 8,187,469 100%

The costs related to water and energy consumption are, for a a USE OF RECYCLED WATER: many stations, including the number of stations, included in the premises’ rental charges, biggest in all countries, are equipped with a fi ltration system and it is diffi cult to obtain more detailed information. The data (hydrocarbon separators, decanters, active charcoal fi lters) presented above concerns 100% of the head offi ces and at and a used-water recycling system operating in an almost least 79% of the directly-owned stations. The Water and Energy closed circuit. Thanks to these systems, between 70% and data for Europcar Portugal did not have suffi cient assurances 80% of the water required for each wash comes from the to be integrated in the consolidated data. This de facto entails recycling circuit, depending on the type of equipment, and a coverage rate (1) of below 100%. only the remaining water required is taken from the water supply network. In the airports of Malaga and Alicante in WATER AND ENERGY CONSUMPTION: Spain, almost 100% of the water used for rinsing vehicles in CAR WASHING AS THE MAIN FOCAL POINT the station is recycled water. Vehicle washing consumes large quantities of water and Although present in a number of “hot” countries or areas of energy as well as chemical products. In stations, it is either water stress, there were no restrictions on water usage in 2016, subcontracted or performed directly in the station when they and the Group did not incur any penalties in this regard. have washing facilities operated themselves by subcontractors or Group employees. LIMIT WATER AND ENERGY CONSUMPTION Following the analysis performed of the consumption relating The Group produces mainly non-hazardous from offi ce uses and to vehicle washing (internal or subcontracted) initiated in 2015, paper. The Group considers these impacts to be non-material the Group identifi ed several possible paths of improvement. in relation to its activity and has therefore not implemented a Among them, two initiatives were prioritized: strategy to collect this information. The same applies to the production of food waste which does not represent a major a QUICK RETURN: when the vehicle (in general a very short- issue for the Group and therefore no action has been taken term rental) returns in an almost immaculate state on the against food wastage. exterior, it is not washed in a washing gantry, but cleaned by hand as necessary and without water, thus saving substantial amounts of water, energy and chemical products on a Group scale. The number of vehicles prepared in this way increased by around 60% between 2015 and 2016;

(1) For more information on the coverage rate, please refer to the methodology note at the end of the Chapter.

258 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR ACTOR IN THE FIGHT AGAINST CLIMATE CHANGE

However, Europcar wants to reduce as far as possible, both In 2016, a selective sorting pilot implementation was also within its head offi ces and networks, the level of such waste, set up in the Bordeaux Airport (France) station. This first improve the recycling thereof, and promote the circular implementation confi rmed the employees’ commitment and economy. In addition to sorting, collecting and recycling of its indicated possible future improvements and implementations. “current” waste, several specifi c initiatives have been launched The classifi cation of waste as hazardous waste depends on for this purpose. local regulations. The Group mainly produces the following a the “Paperless” project has been implemented to promote hazardous waste: computer waste and toners for the head paperless billing and contract signing procedures; offi ces, and neon lights, batteries and sludge from hydrocarbon separators in the stations. The Group complies with local a the use phase of computer equipment and the end-of-life regulations for waste treatment and implements treatment and recycling thereof have been extended to reduce the related recycling procedures guided by its ISO 14001 environmental impacts. management system.

2016 04

Consolidated Coverage Metric tons Group data rate

Quantity produced 1,487 86% Quantity recycled 1,426 86%

Europcar also wants to promote as far as possible the (basement or on an upper level) are not such as to make ground implementation of best practices in terms of reducing the usage a signifi cant issue for the Group in terms of environmental water and energy consumptions of its head offices and impact. station networks (LED lighting, water reducers, presence On December 31, 2016, the Group had 237 tanks used mainly sensors, etc.). In France, the Group carried out energy audits at to stock oil and fuel. The Group complies with local regulations three of its stations this year in order to identify the main issues covering the ownership and operation of reservoirs to stock oil and the related recommendations. 2017 will be dedicated to and fuel and also uses procedures implemented in compliance implementing the action plans throughout the network. with ISO 14001 to reduce leakage risks. Accordingly, the tanks In terms of its ground footprint, the Group has areas used are regularly monitored and a signifi cant number of them are permanently for head offi ces and the network and parking equipped with leak detectors, alarms and double bottoms. One lots are actively managed according to the activity. The orders leak was detected in 2016. of magnitude and the types of area occupied by the Group

SUPPLY OUR SITES WITH RENEWABLE ENERGY In Germany, since 2012 all the sites (stations and head ofﬁ ce) receive only renewable energy from a certiﬁ ed supplier. Since 2016, the main building of Europcar International and the sites of Europcar France receive only renewable energy. The same applies to 99% of the directly owned stations in France, whereas the other stations (less than three stations concerned) depend on a single supplier in their commune not offering renewable energy.

4.4.2 Promote sustainable mobility: the Low Carbon strategy

Aware of the challenges raised by climate change, this year the objective of becoming more effective in reducing its direct Europcar launched its proactive Low Carbon strategy with emissions and those of its customers.

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The table below shows the Group’s greenhouse gas emissions across the Group as well as energy consumption of head for scopes 1 and 2, corresponding to direct (scope 1) and ofﬁ ces and stations within the CSR Reporting scope (electricity indirect (scope 2) emissions from energy consumption. The and gas). table only shows the emissions from internal fuel consumption

SUMMARY OF GREENHOUSE GAS EMISSIONS (SCOPES 1&2)

In t CO2 eq. 2016 Coverage rate

Scope 1 21,692 ✔ 79-100% Scope 2 6,707 ✔ 94% Total scopes 1 & 2 28,399 ✔ 79-100%

As in the environmental data in Section 4.4.1.2, the emissions scope rates concern 100% of the head ofﬁ ces and at least 79% of the stations (excluding Europcar Portugal).

In addition to these relatively low internal emissions sources, GHG EMISSIONS (SCOPE 3) : most of the Group’s emissions lie in the rest of the value chain BREAKDOWN BY SOURCE (scope 3): outsourcing of car washing and repairs, upstream carbon associated with car manufacturing, customers’ combustion of oil and fuel, ﬂ eet delivery, etc. 2% Company's activities For this reason, the Group carried out a study this year in 12% collaboration with Carbone 4, a ﬁ rm specialized in low carbon Cars manufacturing strategy, to pinpoint its main sources of greenhouse gas (GHG) emissions, to assess its Scope 3 emissions (indirect emissions 76% Use of cars other than those caused by the energy it consumes), and to identify an action plan to reduce them (presented in the charts 4% below). Shipping & freight 6% GHG EMISSIONS (SCOPE 1, 2 & 3): Others BREAKDOWN BY SCOPE

Study carried out by Carbone 4 in October 2016 on the basis 1.3% of information in the 2015 CSR report. SCOPE 1 98% of the Group’s GHG emissions correspond to Scope 3, 0.4% i.e. all the indirect emissions other than those caused by the SCOPE 2 energy consumed by the Group. The fuel used by drivers during 98% the use of the cars has been identifi ed as the main emission SCOPE 3 source for the Group; it contributes for 76% of the Scope 3 emissions, thus largely exceeding the emissions linked to the manufacture of the vehicles (12%). Following this study, the Group was able to identify the most effective solutions to reduce its carbon footprint. They are all refl ected in the strategy put in place which focuses on three main implementation areas. 1. Reduce the GHG emissions linked to the use of the vehicles Relying on a fl eet of newer vehicles, Europcar already takes on a major challenge, that of offering rental vehicles that carry the latest technology possible and are ever more effi cient in terms of fuel consumption and GHG emissions.

260 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR ACTOR IN THE FIGHT AGAINST CLIMATE CHANGE

In eight locations in Germany, for instance, Europcar has tested CO2 EMISSIONS OF THE AVERAGE FLEET the delivery and collection of reserved vehicles to the home using a bicycle. This system enables a vehicle to be delivered 160 or collected using only one employee, who uses a folding 151 146 bicycle for one leg of the journey and stores the bicycle in the 140 vehicle’s trunk during the other leg. The environmental gain of 140 134 this system is not negligible as it eliminates one return trip by 127 car for each such vehicle delivery and collection operation. 124 119 3. Promote innovation and share best environmental 120 118 116 practices within its networks and activities Lastly, in order to present the smallest possible direct carbon 100 footprint and to identify new and ever less environmentally Nov-08 Sept-09 Aug-10 Dec-11 Dec-12 Nov-13 Dec-14 Jan-16 Dec-16 harmful opportunities, the Group intends to promote environmental innovation and ensure the dissemination of 04 best practices throughout its networks and businesses. These Europcar has identifi ed the vehicle use phase as the main development areas are not new to the Group which has already factor for reducing its carbon footprint. The Group wants taken several initiatives to this end. to promote the customers’ awareness of eco-driving and provide information helping them to choose the vehicle In December 2016, a fi rst hackathon dedicated to mobility model that best suits their needs. was jointly organized by Europcar in Berlin. The objective was to encourage the participants to think of ways to reduce the 2. Develop new and more effi cient mobility offerings carbon emissions linked to the phase when a customer is using a vehicle. In total six teams participated. The winning team Another way to reduce the carbon impact related to the developed a customer application promoting eco-driving via use of vehicles is to present a yet wider offering of very-low a simple principle: “the more you eco-drive, the more “green- emissions mobility by deploying, for instance, the “E-Car club” points” you get and the more discounts you get”. offer throughout Europe. Furthermore, the Group also wants to increase the use of electric and hybrid vehicles for the delivery and collection of vehicles reserved outside stations.

REDUCE THE GHG EMISSIONS LINKED TO PROFESSIONAL TRAVEL In order to minimize its direct carbon footprint, Europcar wants to limit its business travel to strictly necessary travel. Published this year, the new “Travel policy”, issued to the employees at the Group’s head ofﬁ ce, recalls in its preamble that priority must be given to meetings held via teleconferencing for which speciﬁ c equipment has been installed.

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4.5 EUROPCAR CREATOR OF SHARED VALUE

4.5.1 Promote local suppliers and sub-contractors

Breakdown of suppliers and sub-contractors station to operate locally (repairers, transporters, recruitment agencies, etc.). By the very nature of its business, as well as The Group makes almost 99% of its purchases in the being a signifi cant provider of local employment, the Group is geographic regions where it is present (Europe, Australia and also a purchaser with relationships with a large number of local New Zealand) and has contracts with only a limited number suppliers, often small companies. of suppliers in Asia or South America (around 40 suppliers) representing a total of 0.3% of the Group’s purchasing volumes. Two risk levels are regularly monitored by the Group: on the one hand, the potential social risks (which are limited given the geographic areas in which the Group operates) and, on the NUMBER OF DIRECT SUPPLIERS other hand, the supplier’s revenue from Europcar (to anticipate any dependency risk). 20,000 17,979 18,000 16,000 14,000 Fraud prevention and fi ght against corruption 12,000 and money-laundering 10,000 8,000 The Group’s Internal Audit Department oversees identifi cation 6,000 and fraud prevention processes for all of its activities. This 4,000 year, the publication of the Group Ethics Code is a reminder of 1,461 2,000 1 31 30 10 Europcar’s commitments in terms of business ethics and the 0 fi ght against corruption. Europe Africa Asia Pacific North South America America All of the measures related to fraud prevention and the fi ght against corruption and money-laundering are presented in With more than 19,500 suppliers, the Group has essentially further detail in Section 5.2.4 “Report by the Chairman of the two supplier types: Group suppliers (fl eet, insurance, bank, Supervisory Board. IT, etc.) and a very large number of local suppliers enabling each

TRAIN EMPLOYEES TO FIGHT AGAINST CORRUPTION In Australia and New Zealand, the Group’s employees receive training every two years on the fi ght against corruption within the framework of training programs relating to the “Competition and Customers” law. A code of conduct governing the relationship with suppliers and specifying the required standards of integrity and conduct must be signed by all employees authorized to send purchase orders. Finally, employees must sign an annual confl ict of interests or potential confl ict of interests declaration. In Spain, all employees receive training on the issue once a year by means of a dedicated e-learning module. In Germany, 100% of the managers also receive such training annually.

4.5.2 Promote a responsible purchasing policy

In addition to strengthening the commercial relationships with to take greater account of the CSR criteria in their work and its local suppliers, Europcar wants to create shared value offerings. Furthermore, Europcar is aware of the regulatory and by being a driver of environmental and social progress. The legal changes underway in terms of vigilance and is taking Group’s desire is to anticipate and minimize any risks that may action to comply therewith. emerge within its value chain and to encourage its suppliers

262 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION EUROPCAR CREATOR OF SHARED VALUE

A dedicated seminar was held this year for the purchasing Promote business ethics managers of the Group’s Holding Companies and Corporate Countries to inform them of the implementation of its responsible In 2016, Europcar published its Group Ethics Code and made purchasing strategy. The CSR dimension is now an integral it its single reference document to ensure consistency between part of the Group’s purchasing strategy and is based on the the practices of the employees and the Group’s expectations implementation of the Group Ethics Code in which are listed regarding business ethics. This Code has been provided to all the identifi ed risk criteria and its expectations as regards all of the Group’s employees and presents the key principles respect for fundamental labor rights, fi ght against corruption for Europcar based on a certain number of international and discrimination, preservation of the environment, and references, such as the Universal Declaration on Human Rights, respect for applicable laws and regulations. the European Convention on Human Rights, the International Labor Conventions (nos. 29, 87, 105, 138 among others), Europcar this year defi ned the framework of its action plan by the United Nations Global Compact, the OECD directives for fi rst mapping the potential risks linked to its value chain and multinational companies. Europcar’s commitments are based including a new CSR clause in new calls for tender and supplier on 12 objectives and 48 concrete commitments towards its contracts. In addition, a blog dedicated to purchasing has various stakeholders. They concern in particular respect for 04 been set up to facilitate the communication within Group and national and international regulations and laws, respect for Corporate Country purchasing departments and to promote human dignity and rights, preservation of the health and safety the implementation of the responsible purchasing approach. of its employees, preservation of the environment, protection All of the Group’s purchasing managers will be mobilized of personal data, fi ght against confl icts of interest, support for anew in 2017 to adapt the potential risks linked to each of all internal and external initiatives that promote the Group’s their purchasing categories to local conditions. The supplier social and environmental progress (these commitments are all assessments based on CSR criteria and the implementation presented in Section 5 2.4 4, “General organization of internal of corrective action plans to support suppliers are among the control and risk management”). The principles presented in this main future challenges. code of ethics defi ne all the CSR criteria that Europcar wants to promote through its responsible purchasing policy.

4.5.3 Raise the franchisee network’s awareness and deploy best practices

The Group believes that it is vital that its CSR strategy is within the network. Certain countries have already described implemented as widely as possible and within all businesses their actions, for instance Europcar Costa Rica, which has for it to have an overall impact and provide tangible results. made sustainable development a true pillar of its overall The ambition is to make corporate social responsibility a new corporate strategy by obtaining CST certifi cation (Certifi cation pillar in the franchiser/franchisee relationship in order to raise for Sustainable Tourism) issued by the Costa Rica Tourism the CSR awareness of all the actors in Europcar’s value chain Board. Among the nine principles that must be met one can and to promote the implementation of best practices within its mention the fi ght against greenhouse gas emissions, good network. In order to further improve the footprint of its activities, waste management, water and energy savings, respect for in 2017, the Group wants to share the main lines of its strategy, current standards and regulations, and creation of jobs within identity best practices, and identify levers for spreading them local communities… To achieve this certifi cation, Europcar as widely as possible. Costa Rica set monthly targets for itself as regards water and energy savings and in particular established a rainwater recovery system for vehicle washing, waste sorting in stations, Identify and reward best practices: Europcar training of its employees, and awareness-raising among its Costa Rica in favor of responsible tourism customers of the principles and challenges of responsible tourism. All these efforts have enabled Europcar Costa Rica With its CSR Ambitions 2020 program, Europcar also wants to rank among the companies that are nationally acknowledged to highlight that the CSR initiatives and actions taken by its for their commitment to responsible tourism. franchises can create value and promote their dissemination

EUROPCAR REGISTRATION DOCUMENT 2016 263 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION CONCORDANCE TABLES

4.6 CONCORDANCE TABLES

Section

SOCIAL INFORMATION

Employment Total headcount and breakdown of employees 4.3.1.2 4.3.2.1 Hirings and dismissals 4.3.1.2 Compensation and its change 4.3.2.1 Working time organization Working time organization 4.3.1.2 Absenteeism 4.3.1.2 Employee Relations Organization of labor relations 4.3.2.1 Overview of the collective bargaining agreements 4.3.2.1 Health and safety Health and safety conditions at work 4.3.2.1 Summary of the agreements signed relating to health and safety at work 4.3.2.1 Workplace accidents and occupational illnesses 4.3.2.1 Training Training policies 4.3.2.2 Total number of training hours 4.3.2.2 Equal treatment Measures taken to promote gender equality 4.3.2.1 Measures taken to promote employment and inclusion of disabled persons 4.3.2.1 Anti-discrimination policy 4.3.2.1 Promotion and respect for the provisions of the ILO’s fundamental conventions Respect for the freedom of association and right to collective bargaining 4.3.2.1 Elimination of discrimination in matters of employment and occupation 4.3.2.1 Elimination of forced or compulsory labor N/A . See note on methodology Effective abolition of child labor N/A . See note on methodology ENVIRONMENTAL INFORMATION

General Environmental Policy Company organization to take environmental questions into account 4.4.1.1 Training and information regarding environmental protection 4.4.1.1 Resources dedicated to environmental risk and pollution prevention 4.4.1.1 Amount of environmental risk provisions and guarantees 4.4.1.1

264 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION CONCORDANCE TABLES

Section

Pollution and Waste Management Prevention, reduction or remediation measures for air, water, and soil discharges severely affecting 4.4.1.2 the environment 4.4.2 Prevention measures, recycling and waste elimination 4.4.1.2 Taking noise pollution and any other form of pollution specifi c to an activity into account N/A. See note on methodology Sustainable Use of Resources Water consumption and water supply depending on local constraints 4.4.1.2 Consumption of raw materials and measures taken to improve the effi ciency of their use N/A . See note on methodology Energy consumption, the measures taken to improve energy effi ciency and use of renewable energy 4.4.1.2 Ground use 4.4.1.2 04 Climate change Greenhouse gas emissions 4.4.2 Principal sources of greenhouse gas emissions 4.2 .2 Adapting to the consequences of climate change N/A . See note on methodology Protection of Biodiversity Measures taken to protect and increase biodiversity N/A . See note on methodology Circular economy and food wastage Measures taken to promote the circular economy 4.4.1.2 Measures taken to avoid food wastage N/A. See note on methodology SOCIETAL INFORMATION

Territorial, economic and social impacts of the Company’s activity Regarding employment and regional development 4.3.1.1 On neighboring or local populations 4.3.1.1 Relationships maintained with persons or organizations interested in the Company’s activity Conditions for dialog with these persons or organizations 4.2.1 Partnership or sponsorship initiatives 4.3.2.1 Sub-contractors and suppliers Taking account of social and environmental issues in the purchasing policy 4.5.1 Involvement of sub-contractors and consideration of the suppliers’ and sub-contractors’ corporate social responsibility (CSR) 4.5.1 Fair trade practices Action taken to prevent corruption 4.5.2 Customer safety and protection measures 4.2.2.2 Other actions taken to promote Human Rights N/A . See note on methodology

EUROPCAR REGISTRATION DOCUMENT 2016 265 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION METHODOLOGY NOTE

4.7 METHODOLOGY NOTE

Period and Scope of CSR Reporting

The CSR Reporting period is the calendar year from It also integrates Europcar Lab’s workers and the stations and January 1, 2016 to December 31, 2016. employees of EuropHall. However the scope does not include the activities of Locaroise or Europcar Ireland, both bought The scope of CSR Reporting covers the Holding Companies during the year, nor the Ubeeqo E-Car services. (ECI, ECG and the Shared Services Center) and the Corporate Countries (France, Germany, United Kingdom, Italy, Spain, The published data are consolidated at Group level, apart from Portugal, Belgium, Australia and New Zealand), including the data on workforce distribution by country. InterRent stations.

CSR Reporting Organization

The organization used for CSR Reporting is set out in a Audit and consolidation of the data protocol showing all the procedures and methodologies of CSR Reporting. This protocol has been circulated to each CSR INTERNALLY Reporting contributor prior to the start of reporting. Data are audited at the level of each entity by the teams responsible for reporting the information and by internal audit Data collection teams. Automatic consistency checks are carried out in the CSR Reporting is organized and coordinated by the Europcar collection software, then by people in the teams in charge CSR Director, Pierre Beguerie, in collaboration with the of the analysis and consolidation of the data at Group level: CSR coordinators in the Holding Companies and Corporate comparison of the data between countries, comparison to Countries. At the level of each subsidiary, data collection is historic data, the ratio of localized checks (e.g. on the price managed by the responsible teams, and mainly concerns of resources.) Finally, a part of the data from the Corporate Human Resources, Operations, Fleet and Management Audit Countries comes from the Shared Services Center, which teams. ensures consistency of data between countries.

VERIFICATION OF THE DATA BY AN INDEPENDENT Collection tool THIRD PARTY ORGANIZATION To collect and consolidate the data, and ensure the traceability PricewaterhouseCoopers, Audit (PwC), one of the Company’s of the data and processes, Europcar used the online non- Statutory Auditors, has been appointed by Europcar as the fi nancial information collection software, Reporting 21. This Independent Third Party Organization to verify the presence software has been deployed in all the entities covered by CSR and accuracy of the non-fi nancial information presented in the Reporting and has helped around 100 contributors to input the Registration Document, pursuant to the Grenelle 2 legislation information from the CSR Reporting. (see the report and the opinion on fairness in Section 4.8 “ILO report”). Europcar also voluntarily asked PwC to review certain indicators in the context of a limited assurance audit. The data reviewed in this context are fl agged by the sign: ✔.

266 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION METHODOLOGY NOTE

Choice of indicators

To produce its CSR Reporting, Europcar defined a list of a it has not set up any measurement and collection procedures indicators consistent with the themes identifi ed in Article 225 for food waste; of Law No. 2010-788 of July 12, 2010, the so-called Grenelle a the Group’s activities do not generate noise pollution or other 2 Law. specifi c forms of pollution other than the issues discussed This list contains quantitative and qualitative indicators, in this Chapter (mainly the use and maintenance of cars); broken down into fi ve major categories: Environment, Fleet, a the Group does not, strictly speaking, consume raw materials, Social, Societal and Supply Chain. This enables not only the and the issues related to reducing oil and fuel consumption Group’s material issues in terms of compliance and dialog with are discussed in this Chapter; stakeholders to be covered, but also the baseline information to be collected in order to defi ne and steer an actionable and a the Group has not been impacted to date by the long-term CSR strategy. consequences of climate change in its host countries; 04 Given the Group’s business (non-industrial), its geographic a the Group’s activities do not directly impact biodiversity; location (European countries, Australia and New Zealand), a the Group is not located in countries at risk of human rights certain themes from the decree applying Article 225 of the violations and complies with all local human rights legislation Grenelle Law have been deemed irrelevant in relation to the in the countries where it is located (elimination of forced or Group’s activity and are not covered by the CSR Reporting compulsory labor and the effective abolition of child labor). indicators: a no framework has been implemented to measure and collect the amounts of non-hazardous waste (mainly paper and offi ce items) produced;

Coverage rate

Given the decentralized structure of the Group (more than 1,100 a total number of rentals during the year for the environment stations in nine countries), data collection and standardization indicator. is a complex exercise. For each indicator in these categories, the contributors provided To consolidate the data and communicate unbiased the scope actually covered by the indicator’s value, and the information, the Group has introduced the concept of coverage value consolidated at Group level is therefore shown with the rate in its CSR Reporting. This concept enables data to be exact consolidated coverage rate for each indicator. consolidated solely across the scope where they are available, For the Chapter as a whole, coverage in respect of social indicator by indicator, and allows entities (mainly stations) to be information is 100%. Environmental information corresponds excluded from an indicator where the data is not available or to 100% of the head offi ces and at least 79% of the directly- not homogenous with the rest of the Group. owned stations. The Water and Energy data for Europcar The coverage rate is calculated for all the indicators in the Portugal did not have suffi cient assurances to be integrated social, environment and supply chain categories, starting from in the total data. the reference indicators: a permanent and fi xed-term headcount as of December 31, 2016 for the social indicator;

EUROPCAR REGISTRATION DOCUMENT 2016 267 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION METHODOLOGY NOTE

Notes on methodology and main limiting factors

The entities included in the CSR Reporting scope are spread a The energy and water indicators do not include consumption across nine countries with substantially different laws and for vehicle washing by external service providers. practices. The choice of indicators and their deﬁ nitions are discussed Notes on the greenhouse gas emissions upstream with the different contributors from the various entities footprint to achieve indicators that are as closely tailored as possible to

circumstances on the ground. For CO2 emissions, the Group’s internal consumption of energy was considered (mainly electricity and gas) and fuel (diesel and gasoline). Carbon emission factors speciﬁ c to each country for Notes on the deﬁ nitions of certain indicators electricity consumption were then considered, and the same for the other items. The emission factors used come from the 2014 a Unlike the productivity data monitored by the Group, the IEA (International Energy Agency) report on carbon emission workforce under the CSR reporting scope includes long- factors. term leave. a The absenteeism rate excludes maternity and paternity leave.

268 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION ILO REPORT

4.8 ILO REPORT

Report by one of the Statutory Auditors, appointed as an independent third party, on the consolidated environmental, labor and social information presented in the management report. For the year ended December 31, 2016 To the shareholders, In our capacity as Statutory Auditor of Europcar Groupe S.A., appointed as an independent third party and certiﬁ ed by COFRAC 04 under number 3-1060 (1), we hereby report to you our report on the consolidated Human Resources, environmental and social information for the year ended December 31, 2016, included in the management report (hereinafter named “CSR Information”), pursuant to Article L. 225-102-1 of the French Commercial Code.

COMPANY’S RESPONSIBILITY The CEO is responsible for preparing a company’s management report including the CSR Information required by Article R. 225- 105-1 of the French Commercial Code in accordance with the CSR reporting protocol used by the Company (hereinafter the “Guidelines”), summarized in the management report under Section 4.7 “Methodology Note” and available on request from the Company’s head ofﬁ ce.

INDEPENDENCE AND QUALITY CONTROL Our independence is deﬁ ned by regulatory texts, the French Code of ethics (Code de déontologie) of our profession and the requirements of Article L. 822-11-3 of the French Commercial Code. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with the ethical requirements and applicable legal and regulatory requirements.

STATUTORY AUDITOR’S RESPONSIBILITY On the basis of our work, our responsibility is to: a attest that the required CSR Information is included in the management report or, in the event of non-disclosure of a part or all of the CSR Information, that an explanation is provided in accordance with the third paragraph of Article R. 225-105 of the French Commercial Code (Attestation regarding the completeness of CSR Information); a express a limited assurance conclusion that the CSR Information taken as a whole is, in all material respects, fairly presented in accordance with the Guidelines (Conclusion on the fairness of CSR Information). Our work involved four persons and was conducted between January 2017 and February 2017 during a three-week period. We were assisted in our work by our CSR experts. We performed our work in accordance with the order dated May 13, 2013 deﬁ ning the conditions under which the independent third party performs its engagement, as well as with the professional guidance issued by the French institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes – CNCC) for this type of engagement, and with ISAE 3000 concerning our conclusion on the fairness of CSR Information (2).

(1) Whose scope is available at www. cofrac.fr. (2) ISAE 3000 – Assurance engagements other than audits or reviews of historical ﬁ nancial information.

EUROPCAR REGISTRATION DOCUMENT 2016 269 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION ILO REPORT

1 Attestation regarding the completeness of CSR Information

Nature and scope of our work

On the basis of interviews with the individuals in charge of the relevant departments, we obtained an understanding of the Company’s sustainability strategy regarding Human Resources and environmental impacts of its activities and its social commitments and, where applicable, any actions or programs arising from them. We compared the CSR Information presented in the management report with the list provided in Article R. 225-105-1 of the French Commercial Code. For any consolidated information that is not disclosed, we verified that explanations were provided in accordance with Article R. 225- 105, paragraph 3 of the French Commercial Code. We verified that the CSR Information covers the scope of consolidation, i.e., the Company, its subsidiaries as defined by Article L. 233- 1 and the controlled entities as deﬁ ned by Article L. 233-3 of the French Commercial Code within the limitations set out in the methodological note, presented in Section 4.7 “Methodology Note” of the management report.

Conclusion

Based on the work performed and given the limitations mentioned above, we attest that the required CSR Information has been disclosed in the management report.

2. Conclusion on the fairness of CSR Information

Nature and scope of our work

We conducted interviews with the persons responsible for preparing the CSR Information in the departments in charge of collecting the information and, where appropriate, responsible for internal control and risk management procedures, in order to: a assess the suitability of the Guidelines in terms of their relevance, completeness, reliability, neutrality and understandability, and taking into account industry best practices where appropriate; a verify the implementation of data-collection, compilation, processing and control process to reach completeness and consistency of the CSR Information and obtain an understanding of the internal control and risk management procedures used to prepare the CSR Information. We determined the nature and scope of our tests and procedures based on the nature and importance of the CSR Information with respect to the characteristics of the Company, the Human Resources and environmental challenges of its activities, its sustainability strategy and industry best practices. Regarding the CSR Information that we considered to be the most important (1): a at the parent entity level, we referred to documentary sources and conducted interviews to corroborate the qualitative information (organization, policies, actions), performed analytical procedures on the quantitative information and veriﬁ ed, using sampling techniques, the calculations and the consolidation of the data. We also veriﬁ ed that the information was consistent and in agreement with the other information in the management report; a at the level of a representative sample of entities selected by us (2) on the basis of their activity, their contribution to the consolidated indicators, their location and a risk analysis, we conducted interviews to verify that procedures are properly applied and we performed detailed tests, using sampling techniques, in order to verify the calculations and reconcile the data with the supporting documents. The sample selected represents on average 43% of the headcount considered representative of the social component, and 34% of the number of rentals considered representative of the environmental component.

(1) The list of the CSR Information considered to be the most important is available in the Appendix to this report. (2) Europcar France S.A.S. and Europcar International S.A.S.U. (France), Europcar International Aluguer de Automoveis SA and Europcar Services Unipessoal LDA (Portugal), Europcar IB S.A. (Spain).

270 EUROPCAR REGISTRATION DOCUMENT 2016 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION ILO REPORT

For the remaining consolidated CSR Information, we assessed its consistency based on our understanding of the Company. We also assessed the relevance of explanations provided for any information that was not disclosed, either in whole or in part. We believe that the sampling methods and sample sizes we have used, based on our professional judgment, are sufﬁ cient to provide a basis for our limited assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures. Due to the use of sampling techniques and other limitations inherent to information and internal control systems, the risk of not detecting a material misstatement in the CSR information cannot be totally eliminated.

Conclusion

Based on the work performed, no material misstatement has come to our attention that causes us to believe that the CSR Information, taken as a whole, is not presented fairly in accordance with the Guidelines. Neuilly-sur-Seine, February 16, 2017 One of the Statutory Auditors 04

PricewaterhouseCoopers Audit François Jaumain Pascal Baranger Partner Director of the Sustainable Development Department

EUROPCAR REGISTRATION DOCUMENT 2016 271 04 SOCIETAL,SOCIAL AND ENVIRONMENTAL INFORMATION APPENDIX: LIST OF INFORMATION THAT WE CONSIDERED THE MOST IMPORTANT

APPENDIX: LIST OF INFORMATION THAT WE CONSIDERED THE MOST IMPORTANT

Quantitative Human Resources information

a Total headcount and breakdown of employees by gender, a Absenteeism, including the absenteeism rate. age and geographic area, including indicators for total a Workplace accidents, in particular their frequency and headcount, breakdown by age, gender, and geographic area. severity, as well as the number of hours of absence related a Hirings and dismissals, including hirings, dismissals, layoffs to workplace accidents and the number of accidental deaths and departures for other reasons. in the workplace. a Compensation and its change, including the average monthly a Total number of training hours, including the total number of salary, the amounts of ﬁ xed and variable compensation. training hours indicator and the number of employees trained. a Working time organization, including the proportion of permanent part-time employees, overtime hours, hours of atypical work.

Qualitative Human Resources information

a Compensation policy and social security. a Training policy.

Quantitative environmental information

a Energy consumption. a Water consumption.

Qualitative environmental information

a Prevention, reduction or remediation measures for air, water, Qualitative environmental information and soil discharges severely affecting the environment. a Actions taken to prevent corruption. a Waste prevention, recycling and elimination management policies. a Greenhouse gas emissions. a Water supply depending on local constraints.

272 EUROPCAR REGISTRATION DOCUMENT 2016 05

CORPORATE GOVERNANCE

5.1 MANAGEMENT AND 5.3 COMPENSATION AND OTHER SUPERVISORY BODIES 274 BENEFITS OF ANY KIND RECEIVED 5.1.1 Management Board 274 BY CORPORATE OFFICERS 311 5.1.2 Supervisory Board 278 5.3.1 Compensation of the members 5.1.3 Declarations relating to corporate governance 288 of the Management Board 311 5.1.4 Application of the AFEP-MEDEF Code 291 5.3.2 Compensation of members of the Supervisory Board 322 5.1.5 Other management bodies 291 5.3.3 Summary of the compensation and benefi ts of corporate offi cers 324 5.2 ROLE AND ACTIVITIES OF THE SUPERVISORY BOARD 293 5.4 SUMMARY STATEMENT 5.2.1 Main provisions of the Supervisory Board’s OF TRANSACTIONS IN COMPANY Internal Regulation 293 SECURITIES BY CORPORATE 5.2.2 Activities of the Supervisory Board in 2016 294 OFFICERS 332 5.2.3 Supervisory Board Committees 296 5.2.4 Report by the Chairman of the Supervisory Board on corporate governance and internal control 300 5.2.5 Statutory Auditors’ report, prepared in accordance with Article L. 225-235 of the French Commercial Code on the report prepared by the Chairman of the Supervisory Board of the Company 310

EUROPCAR REGISTRATION DOCUMENT 2016 273 05 CORPORATE GOVERNANCE MANAGEMENT AND SUPERVISORY BODIES

5.1 MANAGEMENT AND SUPERVISORY BODIES

On March 9, 2015, the Company changed its legal form to the Management Board’s running of the Company. Separating become a public limited company (société anonyme) with a functions in this way ensures an effective balance between the Management Board and a Supervisory Board. This involves powers of the executive and oversight bodies, in line with the the separation of the management and executive functions , principles of good corporate governance. Prior to this date, exercised by the Management Board, from responsibility for the Company was a public limited company with a Board of oversight, exercised by the Supervisory Board, which oversees Directors.

5.1.1 Management Board

Changes in 2016-2017

The table below shows changes made to the Management Board during 2016 and up to the publication date of this Registration Document.

Effective date Change

07/22/2016 Appointment of Caroline Parot as Deputy CEO Appointment of Kenneth McCall as Deputy CEO - Countries & Operations Appointment of Fabrizio Ruggiero as Deputy CEO - Sales, Marketing, Customers & InterRent 11/23/2016 Dismissal of Philippe Germond as CEO Appointment of Caroline Parot as CEO and resignation of Caroline Parot from her position as Deputy CEO

Composition of the Management Board

The table below shows the composition of the Management Board as of the date of this Registration Document and the main positions and ofﬁ ces held by the members of the Management Board outside the Company (both inside and outside the Group) during the last ﬁ ve years.

274 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE MANAGEMENT AND SUPERVISORY BODIES

MS. CAROLINE PAROT CEO

POSITIONS AND OFFICES HELD Positions and offices currently held at companies controlled (1) by Europcar Groupe ❚ CEO of Europcar International S.A.S.U., Europcar Holding S.A.S. and Europcar Services, Unipessoal, Lda ❚ Permanent representative of Europcar International S.A.S. in her capacity as Chairperson of Europcar France S.A.S. ❚ Member of the Supervisory Board of Europcar Autovermietung GmbH ❚ Member of the Board of Directors of Europcar Australia Pty Ltd, CLA Trading Pty Ltd, BVJV Ltd and PremierFirst Vehicle Rental EMEA Holdings Limited ❚ Member of the Oversight and Development Committee of Ubeeqo International S.A.S. Business address: (1) Europcar Groupe S.A. Positions and offices currently held at companies not controlled by Europcar Groupe 2 rue René Caudron, ❚ Member of the Board of Directors of Car2go Europe GmbH Bâtiment OP Other positions and offices held over the last five years 78960 Voisins-le- ❚ Bretonneux Member of the Executive Committee of Technicolor Age and nationality: MANAGEMENT EXPERIENCE 45 years French ❚ Caroline Parot joined the Group in 2011, serving initially as Group management controller (2011-2012) before taking on the role of Chief Financial Officer in March 2012. She served as Deputy CEO, Finance from May 20, 2015, then Deputy 05 Date first appointed: CEO from July 22, 2016, before resigning from this role when she was appointed CEO on November 23, 2016. 03/09/2015 ❚ Previously, she had occupied the positions of Group management controller (2009-2011) and member of the Executive Committee (2010-2011) with the Technicolor Group, and in particular was in charge of restructuring Date first appointed Thomson-Technicolor’s debt. as CEO ❚ She also served as Technicolor’s Chief Financial Officer for the Technology sector (2008-2009) and as controller in 11/23/2016 the Department of Intellectual Property and License Management (2005-2008). ❚ Date term of office Until 2005, she was an auditor with Ernst & Young, where she began her career in 1995. ❚ ends: Ms. Parot holds a DEA in Mathematical Economics from the Panthéon-Sorbonne University and a Masters in Finance from the École Supérieure de Commerce de Paris. She also holds a DESCF (an accounting and financial diploma). 03/08/2019 Number of Company shares held: 6,000 common shares 528 Class C preferred shares 528 Class D preferred shares

(1) Articles L. 225-21 par. 2, L 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code.

EUROPCAR REGISTRATION DOCUMENT 2016 275 05 CORPORATE GOVERNANCE MANAGEMENT AND SUPERVISORY BODIES

MR. KENNETH MCCALL DEPUTY CEO – COUNTRIES & OPERATIONS MEMBER OF THE MANAGEMENT BOARD POSITIONS AND OFFICES HELD Positions and offices currently held at companies controlled (1) by Europcar Groupe ❚ Managing Director of Europcar UK Limited, PremierFirst Vehicle Rental EMEA Holdings Limited, PremierFirst Vehicle Rental Holdings Limited, Provincial Assessors Limited ❚ Member and Chairman of the Supervisory Board of Europcar Autovermietung GmbH ❚ Member of the Board of Directors of Executive Trust Limited, GoCar Carsharing Limited and Irish Car Rentals Limited

Positions and offices currently held at companies not controlled (1) by Europcar Groupe Business address: ❚ None Europcar Groupe S.A. Other positions and offices held over the last five years 2 rue René Caudron, ❚ Bâtiment OP Managing Director of Europcar Group UK Limited ❚ 78960 Voisins-le- Non-executive Director of SuperGroup Bretonneux Age and nationality: MANAGEMENT EXPERIENCE

59 years ❚ Kenneth McCall joined Europcar Groupe in November 2010 as Managing Director of Europcar Group UK Ltd. He was British appointed Chief Operating Officer of the Company on May 4, 2015, then Deputy CEO – Countries and Operations on July 22, 2016. Date first appointed: ❚ Previously, he had served as Chief Executive Officer of DHL Express UK & Ireland from 2008 to 2010, after having served 03/09/2015 as Managing Director in charge of network and operations at the European level for DHL Express from 2007 to 2008. Date term of office ❚ Among his earlier positions, he served as Managing Director of The International Consulting Company ends: (March-October 2007) and as Chief Executive Officer of TNT China (2004-2006), after having held the same positions at TNT Asia/Middle East/Africa/Indian Subcontinent from 1996-2004. He had been with TNT since 1979. 03/08/2019 ❚ Mr. McCall completed all of his higher education in Scotland. Number of Company shares held: 8,818 common shares 118 Class C preferred shares 116 Class D preferred shares

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code.

276 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE MANAGEMENT AND SUPERVISORY BODIES

MR. FABRIZIO RUGGIERO DEPUTY CEO - SALES, MARKETING, CUSTOMERS & INTERRENT MEMBER OF THE MANAGEMENT BOARD POSITIONS AND OFFICES HELD Positions and offices currently held at companies controlled (1) by Europcar Groupe ❚ Co-Chairman of the Oversight and Development Committee of Ubeeqo International SAS ❚ Sole Director of Europcar Lab Italy Srl ❚ Director of Europcar Italia S.p.A. (Italy)

Positions and offices currently held at companies not controlle (1) by Europcar Groupe ❚ Member of the Board of Directors of Car2go Europe GmbH Business address: ❚ Director of Wanderio S.p.A Europcar Groupe S.A. 2 rue René Caudron, Other positions and offices held over the last five years Bâtiment OP ❚ Managing Director of Europcar Italia S.p.A. 78960 Voisins-le- ❚ General Manager of Leasys Bretonneux ❚ Member of the Executive Committee of Fiat Group Automobiles Age and nationality: 47 years MANAGEMENT EXPERIENCE Italian ❚ Fabrizio Ruggiero joined Europcar Groupe in May 2011 and has served as Managing Director of Europcar Italia S.p.A. 05 Date first appointed: and as Head of Mobility Solutions for Europcar Groupe. 03/09/2015 ❚ From 2004 to 2011, he was General Manager of the Italian company Leasys, a company controlled by Fiat Group Automobiles and Crédit Agricole and a leader in “long-term commercial” rentals in Italy. Date term of office ❚ Also at Leasys, he served as Director of Sales and Marketing from 2005 to 2007 and as Director of Operations from 2004 ends: to 2005. Mr. Ruggiero had previously been a manager of Bain & Company Italy (Rome office) from 2000 to 2004 and a 03/08/2019 consultant with Accenture (Rome office) from 1997 to 2000. ❚ He holds a Masters in business management from the MIP Politecnico di Milano (1999) and a management diploma Number of Company from the Università degli Studi di Roma (1995). shares held: 2,000 common shares 234 Class C preferred shares 234 Class D preferred shares

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code.

EUROPCAR REGISTRATION DOCUMENT 2016 277 05 CORPORATE GOVERNANCE MANAGEMENT AND SUPERVISORY BODIES

5.1.2 Supervisory Board

The table below shows changes made to the Supervisory Board during 2016 and up to the publication date of this Registration Document.

Effective date Change 05/10/2016 Reappointment of Jean-Charles Pauze as member of the Supervisory Board 05/10/2016 Reappointment of Armance Bordes as member of the Supervisory Board 05/10/2016 Appointment of Kristin Neumann as member of the Supervisory Board 12/15/2016 Resignation of Jean-Charles Pauze from his ofﬁ ce as member of the Supervisory Board

5.1.2.1 Composition of the Supervisory Board The table below shows the composition of the Supervisory Board as of the date of this Registration Document and the main positions and ofﬁ ces held by the members of the Supervisory Board outside the Company (both inside and outside the Group) during the last ﬁ ve years.

MR. JEAN-PAUL BAILLY CHAIRMAN OF THE SUPERVISORY BOARD - INDEPENDENT MEMBER

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Director and member of the Audit Committee and the Governance and CSR Committee of Accor Hotels (2) ❚ Director and member of the Audit Committee and the Investment Committee of Edenred (2)

Other positions and offices held over the last five years ❚ Chairman and CEO of La Poste SA ❚ Member and Chairman of the Supervisory Board of La Banque Postale Business address: ❚ Chairman of the Board of Directors of Post-Immo 38 rue Gay-Lussac ❚ Permanent representative of La Poste on the Board of Directors of Sofipost, Geopost and Post Immo 75005 Paris ❚ Member of the Boards of Directors of Sopasurre and CNP Assurances (2) ❚ Member of the Supervisory Board of La Banque Postale Asset Management Age and nationality: 70 years French MANAGEMENT EXPERIENCE ❚ Date first appointed: 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. 06/08/2015 ❚ He started his career in 1970 at the Régie Autonome des Transports Parisiens (RATP). In 1978, he became head of Date term of office Coopération Technique Française in Mexico. ends: ❚ He joined RATP again in 1982, where he was notably Director of Bus Rolling Equipment, Director of the Metro and RER and Director of Human Resources. In 1990, he was appointed Deputy CEO and then Chairman and CEO from 1994 to Shareholders’ Meeting 2002. called to approve ❚ He was Chairman and CEO of La Poste from 2002 to 2013 and has served as its Honorary Chairman since the financial statements October 2013. for the fiscal year ending ❚ He is also President of Entreprise et Personnel as well as of IMS-Entreprendre pour la Cité, Vice-President of December 31, 2018 Confrontations Europe and a member of the Board of Directors of Accor, Edenred, the Envol, the ANVIE, the Fondation Number of Company Jean-Jacques Laffont-TSE, the Fondation de la 2e chance and of Sciences-Po Aix. He is also a member of the Conseil Économique, Social et Environnemental since 1995. shares held: ❚ Jean-Paul Bailly is a graduate of the École Polytechnique and MIT. He is an Officer of the French Legion of Honor and 500 common shares a Commander of the French National Order of Merit.

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code. (2) French listed company.

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MR. PASCAL BAZIN VICE-CHAIRMAN OF THE SUPERVISORY BOARD − INDEPENDENT MEMBER

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Member of the Board of Directors of Alcopa ❚ Member of the Board of Directors of Modacin France ❚ Chairman of PB Consulting

Other positions and offices held over the last five years ❚ Director of Belvédère (2) Business address: ❚ Director of Darty 49 Bis route de Montesson ❚ Director of Belron 78110 Le Vesinet ❚ Director of Camaïeu Age and nationality: 60 years MANAGEMENT EXPERIENCE French ❚ Pascal Bazin was, from June 2014 until the transformation of the Company’s corporate structure to a structure with a Management Board and a Supervisory Board, a representative of PB Consulting on the Board of Directors Date first appointed: of the Company. 06/08/2015 ❚ Pascal Bazin was founder and Chairman of PB Consulting, a consulting firm specialized in professional and strategic Date term of office coaching and member of the Board of Directors of Modacin France and Alcopa. 05 ends: ❚ Pascal Bazin was Managing Director (Directeur Général) 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 towards new markets Shareholders’ Meeting such as China and towards new mobility solutions such as car-sharing. He left his position at the end of 2011, following called to approve the transfer of his activity to Avis Budget Group, Inc. the financial statements ❚ He had joined Avis Europe in 2005 after leaving Redcats, the third largest direct selling group in the world, for the fiscal year ending where he was Managing Director (Directeur Général) of the specialized brands division (division des marques spécialisées) December 31, 2017 and Vice-President of Development/Strategy. ❚ Among his previous positions, he was Managing Director (Directeur Général) of many divisions of the cosmetic group Number of Company Yves Rocher in Southern Europe and North America. shares held: ❚ He started his career in 1980 in the management consulting firm Peat Marwick Mitchell. 500 common shares ❚ Pascal Bazin graduated from France’s École Polytechnique.

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code. (2) French listed company.

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MR. PATRICK SAYER MEMBER OF THE SUPERVISORY BOARD

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Chairman of the Management Board of Eurazeo (2) ❚ Member of the Supervisory Board of ANF Immobilier (2) ❚ Member of the Board of Directors of Accor Hotels (2) ❚ Member of the Board of Directors of I-Pulse (USA) ❚ Managing Director of Legendre Holding 19 ❚ Chairman of Legendre Holding 25, Legendre Holding 26, CarryCo Capital 1, CarryCo Croissance Business address: and CarryCo Croissance 2 C/o Eurazeo ❚ Member of the Board of Directors of Tech Data Corporation (USA) (3) 1 rue Georges Berger 75017 Paris Other positions and offices held over the last five years ❚ Manager of Investco 3d Bingen (non-trading company) Age and nationality: ❚ Vice-Chairman of the Supervisory Board of Rexel (2) 59 years ❚ Member of the Supervisory Committee of Foncia Holding French ❚ Chairman and Vice-Chairman of the Supervisory Board of ANF Immobilier (2) Date first appointed: ❚ Chairman of the Supervisory Board of Europcar Groupe and Holdelis 02/24/2015 ❚ Member of the Board of Directors of Moncler Srl (Italy), Sportswear Industries Srl (Italy), Edenred, Rexel and Gruppo Banca Leonardo (Italy) Date term of office ❚ Managing Director of Immobilière Bingen and Legendre Holding 8 ends: ❚ President of Eurazeo Capital Investissement Shareholders’ Meeting ❚ Member of the Advisory Board of APCOA Parking Holdings GmbH (Germany) called to approve the financial statements MANAGEMENT EXPERIENCE for the fiscal year ending December 31, 2018 ❚ Patrick Sayer 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. Number of Company ❚ Since May 2002, he has been Chairman of the Management Board of Eurazeo. shares held: ❚ He was previously a managing partner of Lazard Frères et Cie in Paris and a Managing Director of Lazard Frères & Co. 500 common shares in New York. ❚ He is a former Chairman of the Association Française des Investisseurs pour la Croissance (French Association of Investors for Growth) (AFIC), a Director of the Musée des Arts Décoratifs de Paris and a member of the Club des Juristes. He also taught finance at the Université de Paris Dauphine. ❚ He is also a commercial court judge with the Commercial Court of Paris. ❚ Mr. Sayer is a graduate of the École Polytechnique and of the École des Mines de Paris.

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code. (2) French listed company. (3) Company listed outside France.

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MR. PHILIPPE AUDOIN MEMBER OF THE SUPERVISORY BOARD

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Member of the Management Board and Chief Administrative and Financial Officer of Eurazeo (2) ❚ Member of the Supervisory Board of ANF Immobilier (2), Elis (2) and Eurazeo PME ❚ Chairman of LH APCOA, Legendre Holding 19, Legendre Holding 21, Legendre Holding 27, Legendre Holding 29, Legendre Holding 30, Legendre Holding 34, Legendre Holding 35, Legendre Holding 36, Legendre Holding 41, Legendre Holding 42, Legendre Holding 51, Eurazeo Patrimoine, LH CPK and LH Novacap ❚ CEO of Legendre Holding 23, Legendre Holding 25, CarryCo Capital 1 and CarryCo Croissance Business address: ❚ Chairman of the Supervisory Committee of Legendre Holding 28 Eurazeo ❚ Chief Executive of Eurazeo Services Lux (Luxembourg) 1 rue Georges Berger ❚ Permanent representative of Eurazeo on the Board of Directors of SFGI 75017 Paris ❚ Managing Director of Perpetuum MEP Verwaltung GmbH (Germany) Date first appointed: Other positions and offices held over the last five years 02/24/2015 ❚ Vice-Chairman of the Supervisory Board of APCOA Parking AG (Germany) Age and nationality: ❚ Member of the Advisory Board of APCOA Parking Holdings GmbH (Germany) ❚ Director of Holdélis and Europcar Groupe 60 years ❚ French Managing Director of Legendre Holding 33, Legendre Holding 54, Legendre Holding 55, La Mothe, Eurazeo Capital Investissement and Eureka Participation 05 Date term of office ❚ Chairman of EP Aubervilliers, Immobilière Bingen, Legendre Holding 8, Legendre Holding 22, Legendre Holding 28, ends: Legendre Holding 26, Legendre Holding 31 (now Les Amis d’Asmodée), Legendre Holding 32 (now Asmodée II), CPK, Shareholders’ Meeting Novacap Group Bidco, Novacap Group Holding and Ray France Investment, ❚ called to approve Manager of Eurazeo Italia (Italy) the financial statements for the fiscal year ended MANAGEMENT EXPERIENCE December 31, 2016 ❚ Philippe Audouin was a Director of the Company from 2006 until the change in the Company’s corporate governance Number of Company structure to a public limited company with a Management Board and a Supervisory Board. shares held ❚ He spent the first 10 years of his career creating and developing his own business. After selling that business, he served as CFO and legal representative (“Prokurist”) of the first joint venture between France Telecom and Deutsche Telekom in 1,000 common shares Germany 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 Pages Jaunes. 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 ❚ He is also a member of the Consultative Commission of the Autorité des normes comptables (French Accounting Standards Authority), a member of the AMF’s Issuers Committee and 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 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code. (2) French listed company.

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MS. ARMANCE BORDES MEMBER OF THE SUPERVISORY BOARD

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Secretary to the Supervisory Board and Deputy General Counsel of Eurazeo (2)

Other positions and offices held over the last five years ❚ Manager of Euraleo Srl ❚ Member of the Board of Directors of Broletto 1 Srl

Business address: MANAGEMENT EXPERIENCE Eurazeo ❚ 1 rue Georges Berger Armance Bordes joined Eurazeo in 2007. She is Deputy General Counsel Corporate in charge of corporate law and corporate governance and Secretary of the Supervisory Board of Eurazeo. 75017 Paris ❚ She is in charge of monitoring listed equity investments and has participated in several acquisitions and sales of listed Age and nationality: companies, as well as in initial public offerings. 38 years ❚ She began her career in the Mergers and Acquisitions Department at the Paris office of Gibson Dunn & Crutcher LLP. French She then practiced law at Linklaters LLP in Paris. ❚ Ms. Bordes is an attorney with a degree from Oxford University and a DEA in English and North American Business Law Date first appointed: from the Panthéon-Sorbonne Paris I University. 02/24/2015 Date term of office ends: Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2019 Number of Company shares held: 500 common shares (3)

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code. (2) French listed company. (3) Share loan granted by Eurazeo.

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MR. ÉRIC SCHAEFER MEMBER OF THE SUPERVISORY BOARD

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Managing Director of Eurazeo Capital (USA) ❚ Managing Director of Eurazeo North America Inc. ❚ Member of the Supervisory Board and the Audit Committee of Asmodee Holding (4)

Other positions and offices held over the last five years ❚ Member of the Board of Directors of Holdelis Business address: ❚ Member of the Supervisory Board of Elis (2) Eurazeo ❚ Member of the Audit Committee of Elis (2) 1 rue Georges Berger ❚ Member of the Supervisory Board of AX 75017 Paris ❚ Permanent representative of Eurazeo on the Board of Directors of Europcar Groupe ❚ Member of the Board of Directors of Europcar Groupe Age and nationality: 35 years French MANAGEMENT EXPERIENCE ❚ Date first appointed: Eric Schaefer was a Director of Europcar Groupe from January 2013 to June 2014, then Eurazeo representative on the Europcar Groupe Board of Directors from October 2014 until the change in the Company’s corporate governance 02/24/2015 structure to a public limited company with a Management Board and a Supervisory Board. 05 Date term of office ❚ Eric Schaefer is Managing Director of Eurazeo Capital. He is responsible for sourcing and for making investments, ends: as well as monitoring the performance of the companies in the Eurazeo portfolio ❚ Shareholders’ Meeting Since his arrival at Eurazeo in 2004, he has specialized in the sectors of corporate services and consumer goods and helped in the structuring and development of Eutelsat, B&B Hotels, Europcar, Elis, Asmodée and CPK. called to approve ❚ Eric Schaefer was named among the Rising Stars in Private Equity in the 40 under 40 category in Dow Jones Private the financial statements Equity News in 2015, before being part of the 2016 class of Young Leaders selected by the French American Foundation. for the fiscal year ending ❚ Eric is a graduate of HEC Paris and a finance graduate of the École Polytechnique. December 31, 2017 Number of Company shares held: 500 common shares (3)

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code. (2) French listed company. (3) Share loan granted by Eurazeo. (4) Formerly Legendre Holding 33 SAS.

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MS. ANGÉLIQUE GÉRARD MEMBER OF THE SUPERVISORY BOARD - INDEPENDENT MEMBER

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Independent member of the Board of Directors of Association Française de la Relation Client ❚ Director of Customer Relations at the French Iliad Group ❚ Chairman of MCRA SAS, Centrapel SAS, Mobipel SAS, Qualipel SAS, Certicall SAS, Equaline SAS, Total Call SAS, Telecom Academy SAS, Resolution Call SAS

Other positions and offices held over the last five years Business address: ❚ None Iliad 16 rue de la Ville-l’Évêque MANAGEMENT EXPERIENCE 75008 Paris ❚ Angélique Gérard joined the Iliad Group at the end of 1999 after four years with France Telecom. She is currently Director Age and nationality: of Customer Relations for the Iliad Group (Free & Free Mobile) and a member of Iliad’s Executive Committee. 41 years ❚ She was manager of Memdis from 2003 to 2006, and is Chairwoman of nine subsidiaries of the French French telecommunications group Iliad. ❚ Angélique Gérard is a graduate of INSEAD, of the École des Hautes Études Commerciales and of the Multimedia Institute. Date first appointed: 02/24/2015 Date term of office ends: Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2017 Number of Company shares held: 500 commmon shares

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code.

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MS. VIRGINIE FAUVEL MEMBER OF THE SUPERVISORY BOARD - INDEPENDENT MEMBER

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Member of the Board of Directors and the Executive Committee of Allianz France ❚ Member of the Board of Directors and the Nominations Committee of Neopost

Other positions and offices held over the last five years ❚ Member of the Board of Directors of Allianz Vie, Allianz Iard and Cortal Consorts ❚ Member of the Conseil National du Numérique (French Digital Council) Business address: Allianz MANAGEMENT EXPERIENCE 87 rue Richelieu ❚ 75113 Paris Cedex 02 Virginie Fauvel began her career in 1997 at Cetelem as the Head of Risk Scoring and then as Director of CRM, before becoming Director of world Internet strategy in 2004 and then Director of the e-business France unit in 2006. Age and nationality: ❚ She joined BNP Paribas’s retail bank next, in 2009, where she directed and developed the online bank before becoming 42 years Director of European online banks in 2012. In that capacity, in mid-2013 she launched HelloBank!, the first 100% mobile French European bank. ❚ She joined Allianz France in July 2013 as a member of the Executive Committee in charge of Digital and Market Date first appointed: Management. 02/24/2015 ❚ In January 2013 she was named a member of the Conseil National du Numérique (French Digital Council). 05 ❚ Date term of office Ms. Fauvel is a graduate of the École des Mines of Nancy. ends: Shareholders’ Meeting called to approve the financial statements for the fiscal year ended December 31, 2016 Number of Company shares held: 500 common shares

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code.

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MR. SANFORD MILLER MEMBER OF THE SUPERVISORY BOARD - INDEPENDENT MEMBER

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled (1) by Europcar Groupe ❚ Vice Chairman of the Board & Founding Director of Gateway Financial Holdings of Florida, Inc. ❚ Founder and Managing Partner of Basin Street Partners LLC

Other positions and offices held over the last five years ❚ Co-Chairman and Co-CEO of Franchise Services of North America, Inc. ❚ Member of the Board of Directors of Stonewood Holdings LLC Business address: 444 Seabreeze Blvd Ste. MANAGEMENT EXPERIENCE 1002 Daytona Beach, ❚ FL 32118 Sandford Miller has experience in the transportation and tourism industries and strong knowledge of the vehicle rental market. United States of America ❚ He started his career in 1979 at the vehicle rental company Budget Group, Inc. that he joined as North East Field Age and nationality: Operation manager, before becoming a franchisee of Budget Rent-a-Car from 1980 to 1987. 64 years ❚ Appointed as Chief Executive Officer of Team Rental Group in 1987, he notably supervised the acquisitions of Cruise American 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 Date first appointed: acquisition of Budget Group by Cendant Corporation. 06/08/2015 ❚ 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. Date term of office ❚ He also served as member of the Board of Directors of the restaurant chain Stonewood Holdings and of the State ends: University of New York at Oswego Foundation and as President of the American Car Rental Association. Shareholders’ Meeting ❚ Sandford Miller is currently Managing Partner of the private investment firm Basin Street Partners that he founded in 2001 called to approve and since 2006 has been Vice-Chairman of the Board & Founding Director of the bank Gateway Financial Holdings of the financial statements Florida, Inc. He is also a management consultant at Gerson Lehrman Group since 2003. for the fiscal year ending ❚ Sanford Miller holds a Bachelor of Science, Business from the State University of New York, Oswego, NY. December 31, 2018 Number of Company shares held: 500 common shares

(1) Articles L. 225-21 par. 2, L. 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code.

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MS. KRISTIN NEUMANN MEMBER OF THE SUPERVISORY BOARD - INDEPENDENT MEMBER

POSITIONS AND OFFICES HELD Positions and offices currently held at companies not controlled(1) by Europcar Groupe ❚ Member of the Executive Committee of LSG Lufthansa Service Holding AG ❚ Member of the Supervisory Board of LSG FRA ZE, LSG FRA ZD, LSG MUC and Germanwings GmbH

Other positions and offices held over the last five years ❚ Member of the Supervisory Board of Solarparc AG

Business address: MANAGEMENT EXPERIENCE LSG Lufthansa Service ❚ Holding AG 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 FRA Z/VF Director for continental Europe (2006, and from November 1, Deputy CEO), Administrative and Financial Director for Dornhofstrasse 38 central Europe (2008), member of the Thomas Cook AG Board of Directors (2010), Administrative and Financial Director Germany for the United Kingdom and continental Europe (2012-2014), in particular in charge of restructuring the English market. ❚ Age and nationality: In 2014, she joined LSG Lufthansa Service Holding AG as Administrative and Financial Director and Chief Officer Human Resources. 45 years ❚ Kristin Neumann holds a degree in micro-economics and business management from the Georg-August-Universität German Göttingen (Diplom-Kauffrau, 1997) and a doctorate in business administration from the same university (1999), Date first appointed: where she also worked as a graduate-level lecturer and Scientific Director (1997-2000). 05 05/10/2016 Date term of office ends: Shareholders’ Meeting called to approve the financial statements for the fiscal year ending December 31, 2019 Number of Company shares held: 500 common shares

(1) Articles L. 225-21 par. 2, L 225-77 par. 2 and L. 225-94 par. 1 of the French Commercial Code.

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5.1.3 Declarations relating to corporate governance

The Chairman of the Supervisory Board is required to Where a confl ict of interest arises, the Internal Regulation of the prepare the report provided for in Article L. 225-68 of the Supervisory Board dictate that the member of the Supervisory French Commercial Code on the Board’s composition and Board must inform the Board as soon as he/she becomes gender balance, the conditions in which the Board prepares aware of an actual or potential confl ict of interest and recuse and organizes its work, and the internal control and risk themselves from discussions and votes on related matters. management procedures the Company has put in place. This The Supervisory Board’s rules of procedure also set forth that report appears in Section 5.2.4 “Report by the Chairman of when one of the members of the Supervisory Board has a the Supervisory Board on corporate governance and internal confl ict of interest, or potential confl ict of interest, concerning control” of this Registration Document. a subject to be discussed by the Board, the Chairman shall ensure, upon recommendation of the Compensation and 5.1.3.1 No family ties Nominations Committee which will have already examined the confl ict of interest in question, that the information on this As of the date of this Registration Document, to the Company’s subject is not communicated to that member, without prejudice knowledge, there were no family ties between any members to the latter’s obligations. of the Company’s Supervisory Board and members of the To the Company’s knowledge, as of the date of this Registration Management Board. Document, there were no agreements or undertakings of any kind with shareholders, customers, suppliers or others 5.1.3.2 No convictions pursuant to which any member of the Company’s Supervisory or Management Boards was appointed to such position. To the Company’s knowledge, in the last five years, as regards the members of Company’s Management and On the date of this Registration Document, there are no Supervisory Boards: (i) no Board member has been convicted restrictions accepted by the members of the Supervisory Board of fraud, (ii) no Board member has been associated with any and/or the members of the Management Board concerning the bankruptcy, receivership or liquidation, (iii) no Board member assignment within a certain period of time of all or part of their has been the subject of any accusations or official public participating interests in the Company’s share capital, with the sanctions by statutory or regulatory authorities (including exception of (i) certain provisions of the Investment Agreement designated professional bodies), and (iv) no Board member dated May 7, 2015 as described in Section 6.4.5 of the has been disqualifi ed by a court from acting as a member Registration Document, (ii) of certain provisions set forth under of the administrative, management or supervisory body of the terms of the general regulations of the performance share any company or from being involved in the management or allocation plans of which the members of the Management performance of business of any company. Board were benefi ciaries, as described in Section 5.3.1.3 and 5.3.1.7 of the Registration Document (iii) the rules related to the prevention of insider trading as set forth in the General regulation 5.1.3.3 No confl icts of interest of the AMF and (iv) the AFEP-MEDEF Code recommendations, imposing a share retention obligation. To the Company’s knowledge, and subject to the relationships described in Section 7.2 “Related Party Transactions”, as of the date of this Registration Document there were no potential 5.1.3.4 Independence of the members confl icts of interest between the duties of the members of of the Supervisory Board the Supervisory and Management Boards to the Company and their private interests. The Supervisory Board gave a In accordance with the provisions of the AFEP-MEDEF Code special assignment on the Group’s transformation project to of Corporate Governance for Listed Companies, in its version Pascal Bazin on February 24, 2016 to support the Group of November 2016 (hereinafter the “AFEP-MEDEF Code”), to transformation project. Furthermore, a new assignment was which the Company refers, and the Supervisory Board’s Internal allocated to him on March 13, 2017, as described in Section Regulations, the Supervisory Board reviews the circumstances 5.3.2.3 of the Registration Document. The Supervisory Board of each of its members annually against the criteria for considered that these assignments were in the Company’s independence. The Supervisory Board carried out this year’s interest. Outside of these missions and to the Company’s review on February 24, 2017 , based on an analysis conducted knowledge, there are no service contracts linking the members beforehand by the Compensation and Nominations Committee. of the Supervisory Board with the Company or one of its All of the criteria recommended by the AFEP-MEDEF Code subsidiaries and granting benefi ts. were used to evaluate the independence of the members of the Supervisory Board.

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The application of all of these criteria led the Supervisory Board Until that date, 7 out of 11 members of the Supervisory Board to retain the following as independent members: were deemed to be independent, giving a 64% independence ratio at the end of the Shareholders’ Meeting of May 10, 2016. a Mr. Jean-Paul Bailly; At December 31, 2016, the Supervisory Board had ten a Mr. Jean-Charles Pauze until his resignation on December 15, members, of which six were independent, representing 60% 2016; of the members of the Supervisory Board. a Ms. Virginie Fauvel; Each member of the Supervisory Board is asked to submit a Ms. Angélique Gérard; an annual statement to the Company in respect of each of the independence criteria. Under the AFEP-MEDEF Code a Mr. Pascal Bazin; recommendations, the Supervisory Board may consider that a Mr. Sanford Miller; a member who meets the independence criteria nevertheless does not qualify as independent or, conversely, that a a Ms. Kristin Neumann. director who fails to meet all the criteria may be considered Mr. Jean-Charles Pauze resigned from his ofﬁ ce as member of independent. the Supervisory Board with effect from December 15, 2016.

INDEPENDENCE CRITERIA 05 Not receive any variable compensation Not be an Not have or compensation employee Not be a been a related to the Not hold or a No current director for Company’s or more than corporate No cross- No business family or a past more than the Group’s 10% of ofﬁ cer directorships relationships ties auditor 12 years performance the stock Independent

Jean Paul Bailly ✔✔✔✔✔✔ ✔✔ ✔ Jean-Charles Pauze (1) ✔✔✔✔✔✔ ✔✔ ✔ Patrick Sayer ✔✔✔✔✔✔ Philippe Audouin ✔✔✔✔✔ ✔✔ Virginie Fauvel ✔✔✔✔✔✔ ✔✔ ✔ Angélique Gérard ✔✔✔✔✔✔ ✔✔ ✔ Pascal Bazin ✔✔✔✔✔✔ ✔✔ ✔ Sandford Miller ✔✔✔✔✔✔ ✔✔ ✔ Armance Bordes ✔✔✔✔✔ ✔✔ Éric Schaefer ✔✔✔✔✔ ✔✔ Kristin Neumann ✔✔✔✔✔✔ ✔✔ ✔

(1) Mr. Jean-Charles Pauze resigned with effect from December 15, 2016.

In consideration of his role as Chairman of the Supervisory On the criterion of business relationships, the AFEP-MEDEF Board, a specifi c review was conducted into the independence Code states that the evaluation of the significant or non- of Mr. Jean-Paul Bailly. As the table above shows, Mr. Jean- signifi cant relationship with the Company or its Group must Paul Bailly has and has had no relationship of any kind with be debated by the Board and the quantitative and qualitative the Company or Group except for his service as member and criteria that lead to the evaluation must be explicitly stated in Chairman of the Company’s Supervisory Board. Nor has he the Registration Document. The review by the Compensation received any compensation from the Company, other than and Nominations Committee of the situation of each member compensation for his work as Chairman and member of the in respect of this criterion found there to be no business Company’s Supervisory Board. As Chairman of the Supervisory relationships as regards any of the independent members. Board in a dual corporate governance structure, Mr. Jean-Paul It therefore made no pronouncement on the question of Bailly has no executive functions and does not take part in signifi cant relationships. the Company’s operating decisions. As a result, Mr. Jean-Paul Bailly is deemed to be independent.

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5.1.3.5 Balance in the composition Kristin Neumann and the reappointments of Mr. Jean- of the Supervisory Board Charles Pauze and Ms. Armance Bordes to the Company’s Supervisory Board, the Supervisory Board comprised, As regards international representation, at the date of this between May 10 and December 15, 2016, 11 members, Registration Document, the Supervisory Board included two of which four, or about 36%, were women. Since Mr. Jean- foreign members, one German and one American, a proportion Charles Pauze’s resignation on December 15, 2016, the of 20%. Supervisory Board has comprised ten members, of which The average age of the members is 51 at the date of this four, or 40%, are women. This complies with French Registration Document. Law No. 2011-103 of January 27, 2011 on the balanced representation of women and men on Supervisory and Following the approval by the Shareholders’ Meeting of Management Boards. May 10, 2016 of the resolution on the appointment of Ms.

These points are summarized in the table below.

SUMMARY TABLE OF THE COMPOSITION OF THE COMPANY’S SUPERVISORY BOARD AT THE DATE OF THIS REGISTRATION DOCUMENT

Attendance Balanced Attendance rate at Date ﬁ rst End composition Membership rate at Board Committee Name appointed: of term Independence of the Board of a committee meetings meetings

Jean Paul Bailly 06/08/2015 2019 ✔ 100% Pascal Bazin 06/08/2015 2018 ✔ Audit Committee 93% 100% Compensation and Nominations Committee Patrick Sayer 02/24/2015 2019 87% Philippe Audouin 02/24/2015 2017 Audit Committee 80% 100% Virginie Fauvel 02/24/2015 2017 ✔ Women’s Audit Committee 100% 100% representation Angélique Gérard 02/24/2015 2018 ✔ Women’s Compensation 73% 100% representation and Nominations Committee Sandford Miller 06/08/2015 2019 ✔ International 93% representation Armance Bordes 02/24/2015 2020 Women’s 80% representation Éric Schaefer 02/24/2015 2018 Compensation 87% 100% and Nominations Committee Kristin Neumann 05/10/2016 2020 ✔ Women’s Audit Committee 73% 100% representation International representation

5.1.3.6 Terms of offi ce of the members The terms of Ms. Virginie Fauvel and Mr. Philippe Audouin of the Supervisory Board will end at the conclusion of the Shareholders’ Meeting called to approve the fi nancial statements for the year ended The terms of offi ce of the members of the Supervisory Board December 31, 2016. Their reappointment for a further four- expire on a staggered basis in order to allow for the rolling year term, until the end of the Shareholders’ Meeting which will renewal of the Supervisory Board’s membership, in accordance approve in 2021 the 2020 fi nancial statements, will be put to with the recommendations of the AFEP-MEDEF Code. the vote at the Shareholders’ Meeting to be held on May 10, 2017.

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5.1.4 Application of the AFEP-MEDEF Code

The Company refers to the AFEP-MEDEF Code (1) and regularly reviews and improves its corporate governance practices. At its meeting on February 24, 2017, the Supervisory Board reviewed the recommendations of the revised AFEP-MEDEF Code published in November 2016. As permitted by this Code and by the Law, the Company has set aside or amended some of the Code’s provisions to suit its speciﬁ c circumstances or to comply with other provisions of the Code. These are summarized in the table below, along with the reasons for these choices.

AFEP-MEDEF Code recommendations Company practice and justiﬁ cation

Establishing a succession plan for executive At its meeting on December 6, 2016 the Compensation and Nominations Committee discussed corporate offi cers the succession plan for the executive corporate offi cers and issued an action plan to make (Article 16.2.2 of the AFEP-MEDEF Code) a recommendation to the Supervisory Board during the 2017 fi scal year to formally adopt “The Nominations Committee (or an ad hoc a succession plan for the members of the Management Board as well as the members committee) is establishing a succession plan for of the Executive Committee (now the Group Executive Committee since January 1, 2017). executive corporate offi cers. […]” 05 Severance payment to the CEO The performance conditions which have been set for Philippe Germond’s severance (Article 24.5.1 of the AFEP-MEDEF Code) compensation were assessed over the 12 months preceding his termination of service. “[…] The performance conditions set by the Boards The terms of Philippe Germond’s severance pay were set out in the terms of his corporate offi ce for these benefi ts should be assessed over at least agreement dated September 8, 2014, at a time when the Company did not refer to the AFEP- two fi scal years. […]” MEDEF Code. The performance conditions set under the terms of Caroline Parot’s corporate offi cer agreement dated December 22, 2016, in case of termination of her duties as CEO , shall be assessed over 24 months, from January 1, 2019. In case of removal before December 31, 2017 (inclusive), the indemnity will be a lump-sum and equal to her annual fi xed compensation. Beyond that date, in case of removal, the degree to which the objectives on the criteria set have been achieved will be assessed either over the average of the last eight quarters ended (this rule applying as of January 1, 2019), or over the average of the quarters ended since January 1, 2017 (this rule applying from January 1, 2018 through December 31, 2018). The above rules were decided by the Supervisory Board on December 15, 2016, upon the recommendation of the Compensation and Nominations Committee, since Mrs Caroline Parot’s performance as CEO may only be assessed over two fi scal years as of January 1, 2019.

5.1.5 Other management bodies

On July 22, 2016, the Company appointed Mrs. Caroline In addition, during 2016, an Executive Committee and an Parot as Deputy CEO, Mr. Kenneth McCall as Deputy CEO - Engagement Committee provided operational support to Countries and Operations and Mr. Fabrizio Ruggiero as Deputy the Management Board in preparing and implementing the CEO - Sales, Marketing, Customers & InterRent. decisions and strategy deﬁ ned by the Management Board. Following her appointment as CEO , Mrs. Caroline Parot Within the framework of the new Group organization by resigned as Deputy CEO. Since November 23, 2016, the Business Units as of January 1, 2017, a new Group Executive Company has therefore had one Deputy CEO, Mr. Kenneth Committee has been set up to replace the Executive Committee McCall, in charge of Countries and Operations, and one Deputy as described below. The role of the Group Executive Committee CEO, Mr. Fabrizio Ruggiero, in charge of Sales, Marketing, is to roll out the Group’s strategy within the Business Units. Customers & InterRent. The Group Executive Committee is led by Mrs. Caroline Parot.

(1) Available on the following website: http://www.afep.com/contenu/focus/code-de-gouvernement-d-entreprise-des-societes-cotees.

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Executive Committee

As at December 31, 2016, the Executive Committee comprised, in addition to the members of the Management Board, certain country heads, and certain heads of Group operating functions:

Caroline Parot CEO Kenneth McCall Member of the Management Board, Deputy CEO - Countries and Operations Fabrizio Ruggiero Member of the Management Board, Deputy CEO - Sales, Marketing, Customers & InterRent Marcus Bernhardt Group Chief Commercial Ofﬁ cer Jan Löning Group Customer Experience Director Didier Fenix General Manager Europcar France and Europcar Belgium Benoît Garel Head of Group Management Control José Maria Gonzalez Managing Director Europcar Spain in charge of InterRent Paulo Moura Managing Director Europcar Portugal Reinhard Quante Managing Director Europcar Germany Ron Santiago Managing Director Europcar Australia/New Zealand

Investment Committee and major Group investment proposals (main commercial stakeholders, including customers and partners). The Investment Committee meets as often as required. Its key missions are to analyze, structure and validate the economic The Committee is chaired by Aurélia Cheval, Group head and ﬁ nancial terms of agreements struck with the main partners of Strategy, and supported by the Group’s PMO (project management), management control and operating functions.

Group Executive Committee

As of the date of this Registration Document, the Group Executive Committee comprises, in addition to the members of the Management Board and each Business Unit head, the heads of certain Group operating functions, as presented below:

Name Position within the Group

Caroline Parot CEO Kenneth McCall Deputy CEO - Countries and Operations - Member of the Management Board Fabrizio Ruggiero Deputy CEO - Sales, Marketing, Customers & InterRent - Member of the Management Board Marcus Bernhardt Director of the International Coverage Business Unit José-Maria Gonzalez Director of the Low-cost Business Unit - Managing Director of Europcar Spain Yvonne Leuschner Director of the Vans & Trucks Business Unit Jan Löning Director of Group Customer Experience - Managing Director of Europcar Germany Jean-Claude Poupard Group Chief Administrative and Financial Ofﬁ cer Géraud-Marie Lacassagne Group Human Resources Director Stéphane Deux Group IT Director Franck Rohard Secretary General - Supervisory Board Secretary Sheila Struyck Group Marketing Director

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5.2 ROLE AND ACTIVITIES OF THE SUPERVISORY BOARD

5.2.1 Main provisions of the Supervisory Board’s Internal Regulation

The Supervisory Board’s Internal Regulations follows best In accordance with Article L. 225-82 of the French Commercial practices to ensure compliance with the basic principles of Code, Article 19-III of the Company’s bylaws and Article 7.5 of corporate governance, in particular those set out in the AFEP- the Supervisory Board’ s Internal Regulations, participation in MEDEF Code. Supervisory Board meetings by means of video conference or other means of telecommunication is prohibited for votes on The Internal Regulations were revised by the Supervisory the following decisions: Board at its meeting of February 24, 2017. It complements the Company’s bylaws as well as the laws and regulations in a appointing or replacing its Chairperson and Vice-Chairperson; force by specifying the duties, composition and operation of the a appointing or removing members of the Management Board; Supervisory Board and its committees, the Audit Committee and the Compensations and Nomination Committee and their a statement of the annual and consolidated accounts and interactions. The rules of procedurerules of procedure of the review of the Company’s and Group’s management reports. 05 Audit Committee and the Compensation and Nominations Committee are attached as an appendix to the rules of procedurerules of procedure for the Supervisory Board. They 5.2.1.2 Matters reserved for the Supervisory were updated on February 24, 2017 in order to bring them Board into compliance respectively with order No. 2016-315 dated Article 20.IV of the Company’s bylaws sets limits to the powers March 17, 2016 concerning the Statutory Auditors and with of the Management Board. certain new provisions from the November 2016 version of the AFEP-MEDEF Code a. First, in accordance with applicable laws and regulations, the following acts are subject to the prior authorization of The Internal Regulations of the Company’s Supervisory Board the Supervisory Board: may be modifi ed at any time by a decision of the Supervisory Board. a the sale of real property; a the total or partial sale of equity investments; a the granting of sureties, as well as bonds, endorsements 5.2.1.1 Participation in Supervisory Board or guarantees. meetings by video conference or other means of communication b. The bylaws also stipulate that the following transactions relating to the Company require prior authorization: Pursuant to applicable laws and regulations, the use of video a conference or other means of telecommunication is authorized the proposal to the Shareholders’ Meeting of any for any Supervisory Board meeting: the means used must modifi cation of the bylaws; enable real-time and continuous transmission of speech and, a any proposal of draft resolution to the Shareholders’ if applicable, video images of the members, who must be visible Meeting relating to the issuance of share or other to everyone. These means must also permit each member to securities giving access, immediately or in the future, to the be identifi ed and ensure their active participation in meetings. Company’s share capital, and any use of such delegations granted by the Shareholders’ Meeting; Directors participating in a Supervisory Board meeting by means a any transaction in the Company’s shares that could lead, of video conference or other means of telecommunication immediately or in the future, to a capital decrease (not as described above are deemed present for purposes of occasioned by losses) through a decrease in the par value calculating quorum and majority. The attendance sheet includes or a cancellation of shares; the names of members participating in the Supervisory Board a any proposal to the Shareholders’ Meeting to implement meeting in such manner. The meeting’s minutes must indicate a share buy-back program; the names of those Supervisory Board members deemed a present in this manner. The minutes must also mention the any proposal to the Shareholders’ Meeting to allocate the occurrence of any technical diffi culties that may have interfered Company’s results and to distribute dividends, as well as with the meeting. any distribution of an interim dividend;

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a decisions to change the Company’s business or to diversify a the acquisition, expansion or sale of equity investments the Group’s activities in a manner involving investments of by the Company or by one of its subsidiaries in any more than €15 million; and companies created or to be created in an amount greater a adopting the Company’s annual budget and strategic plan. than €15 million; The amounts referred to above may be revised upward by a the entry into or substantial modifi cation of agreements the Supervisory Board’s Internal Regulations. relating to the exclusive use by a third party of any mark owned by the Company or one of its subsidiaries (other c. The bylaws also provide that the following transactions than in connection with a franchise agreement or in the relating to the Company or to the subsidiaries it controls ordinary course of business); within the meaning of Article L. 233-3 of the French a any other planned transaction (except for fl eet purchase Commercial Code, require prior authorization: investments) not referred to in the list above, the investment a any implementation of an option plan and any allocation amount of which is greater than €10 million, to the extent of stock subscription or purchase options; that such investments are not included in the budget; and a any implementation of a free share granting plan and any a any decision to carry out a merger, spin-off, partial asset free granting of shares; contribution or similar transaction involving the Company, a any new debt or fi nancing agreement where the transaction and any vote within the Company’s subsidiaries relating or agreement amount exceeds (i) €200 million (1) in the to a merger, spin-off, partial asset contribution or case of asset-backed debt without any guarantee, with similar transaction, with the exception of intra-group the exception of leasing agreements, and (ii) €75 million (2) reorganizations. in all other cases; The amounts referred to above may be revised upward by the a settlement agreements in the scope of litigations, in an Supervisory Board’s Internal Regulation. amount exceeding €10 million; Any related-party agreement subject to Article L. 225-86 of the a decisions to expand into new countries, whether directly, through the creation of a direct or indirect subsidiary, French Commercial Code also requires prior authorization by through equity investments or entry into joint venture the Supervisory Board. agreements or signifi cant collaborations, that is to say Within the limits of the amounts it determines, and under the collaborations in which the assets contributed by any conditions and for the period it sets, the Supervisory Board Group entity (including in cash) exceed a threshold of may give advance authorization to the Management Board to €15 million, as well as decisions to withdraw from any complete one or more of the transactions referred to in items presence in a given country, except in the event of an a. and b. in the paragraph immediately above. emergency;

5.2.2 Activities of the Supervisory Board in 2016

Frequency, length and attendance at meetings The overall attendance rate at meetings of Supervisory Board members was 86% in 2016. The individual attendance rates During the 2016 fiscal year, the Supervisory Board met by member are detailed in the table shown in Section 5.1.3.5 physically nine times, with an average meeting length of four “Balance in the composition of the Supervisory Board” of this hours, except the meeting on May 24, 2016, for which an entire Registration Document. day was devoted to discussing the main strategic directions of the Group as proposed by the Management Board. In addition, the Supervisory Board had six meetings by teleconference of Activities of the Supervisory Board in 2016 approximately one hour each. Therefore, during the 2016 fi scal year, the Supervisory Board met a total of 15 times (versus 13 The Supervisory Board’s activities in 2016 mainly related to the meetings in 2015). following topics: a the review of the annual parent company and consolidated fi nancial statements for the fi scal year ended December 31, 2015; a the review of the annual parent company and consolidated fi nancial statements for the fi rst half of 2016;

(1) €100 million prior to the modiﬁ cation of the rules of procedurerules of procedure of the Supervisory Board on November 7, 2016. (2) €25 million prior to the modiﬁ cation of the rules of procedurerules of procedure of the Supervisory Board on November 7, 2016.

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a the review of the 2016 annual and fi rst and third quarter a the review of the Company’s policy regarding the executives’ consolidated fi nancial statements; long term incentive compensation; a the drafts of corresponding fi nancial press releases; a the review of the selection of directors in the scope of the renewal of terms of offi ce and in particular the increase of a the dividend policy; the number of women in its composition; and a the proposals for the allocation of 2015 earnings; a discussions on the action plan to establish a succession a the review of the fi nancing policy: the Supervisory Board plan for the members of the Management Board and the in particular renewed the fi nancial and legal authorizations Executive Committee (now the Group Executive Committee granted; as of January 1, 2017). a the in-depth strategy review during a full-day seminar; a the review of the 2017 budget. The Supervisory Board’s refl ection on its performance and annual assessment In addition, the Supervisory Board has also: Once a year, the Supervisory Board should devote a point of a convened the Combined General Shareholders Meeting of its agenda to the assessment of its operations and discuss its May 10, 2016 and adopted the reports and draft resolutions performance in view of improving its effi ciency, ascertaining submitted to it; that important issues were properly prepared and discussed a reviewed the Esop 2017 Plan employee shareholding project; internally and measuring the actual contribution of each of 05 its members to its work. In addition, the Supervisory Board’s a reviewed the 2015 Registration Document and the report Internal Regulation stipulate that a formal assessment must of the Supervisory Board’s Chairman as required by be carried out every three years by an external fi rm under the Article L. 225-68 of the French Commercial Code; direction of the Compensation and Nominations Committee, a acknowledged the financial statements and the regular in order to verify in particular compliance with the working reports provided by the Chairman of the Audit Committee principles of the Supervisory Board and enable areas in which and the Chairman of the Compensation and Nominations the Supervisory Board’s performance and effi ciency can be Committee , respectively; improved to be identifi ed. a reviewed the policy of professional and salary equality Thus, in accordance with the rules of procedurerules of between men and women; and procedure of the Supervisory Board and the AFEP-MEDEF Code recommendations, a formalized evaluation of the a updated its Internal Regulation. composition, organization and functioning of the Supervisory Regarding corporate governance, the Supervisory Board’s work Board and its committees was conducted in late 2016 by mainly related to: an independent outside consultant and presented to the Supervisory Board on February 24, 2017. This evaluation a the change of the Chairman of the Management Board; showed that the diversity in the composition of the members a the setting of the severance payment of Mr. Philippe of the Board and changes in the functioning of the Supervisory Germond; Board are positive. Possible improvements have nevertheless been identified and are already being implemented; they a setting the principles, criteria and components of Caroline concern in particular: the prioritization of the subjects on the Parot’s compensation as CEO; agendas of meetings and the establishment, in conjunction a setting the principles, criteria and components of with the members of the Board, of a list of the subjects that compensation for other Management Board members; will be presented and discussed by the Supervisory Board during the year. The areas for improvement suggested by the a setting the terms and conditions for distributing the report were presented and discussed at the meeting of the attendance fees for the members of the Supervisory Board Supervisory Board on February 24, 2017, during the agenda for the 2016 and 2017 fi scal years; item devoted each year to discussing the functioning of the Supervisory Board.

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5.2.3 Supervisory Board Committees

Pursuant to Article 20.VI of the Company’s bylaws and COMPOSITION OF THE AUDIT COMMITTEE Article 11 of the Supervisory Board’s rules of procedure, the Supervisory Board may form committees charged with Members Independence examining questions submitted to them by the Board or its Kristin Neumann (Chairwoman) ✔ Chairman. The Supervisory Board created an Audit Committee Philippe Audouin and Compensation and Nominations Committee whose composition, duties and workings are described below. Pascal Bazin ✔ The composition of these committees, as decided by the Virginie Fauvel ✔ Supervisory Board, complies with the recommendations of the AFEP-MEDEF Code. DUTIES (ARTICLE 1 OF THE AUDIT COMMITTEE’S INTERNAL REGULATION) 5.2.3.1 Audit Committee The duties of the Audit Committee are to oversee the preparation and audit of accounting and fi nancial information COMPOSITION (ARTICLE 11 OF THE SUPERVISORY and to ensure the effectiveness of risk monitoring and BOARD’S INTERNAL REGULATION) internal operating control mechanisms in order to facilitate In accordance with Article 11 of the Supervisory Board’s Internal the Supervisory Board’s oversight of control and verifi cation Regulation, the Audit Committee must be comprised of two mechanisms. Within this framework, the Audit Committee to five members chosen from among the members of the provides all advice and recommendations to the Supervisory Supervisory Board, with particular consideration given to their Board in carrying out the following main duties: independence and may not include any senior executive or (I) OVERSEEING THE PREPARATION OF ACCOUNTING corporate offi cer of the Company. In accordance with applicable AND FINANCIAL INFORMATION legal rules, the members of the Audit Committee must have specialized fi nancial/accounting knowledge and at the time Prior to their presentation to the Supervisory Board, the Audit of their appointment receive company-specifi c accounting, Committee must review the parent company and consolidated fi nancial and operating information. financial statements, annual or half-yearly, and ensure the relevance and constancy of the accounting methods used to The Audit Committee members’ terms expire at the same establish these statements. The Audit Committee will review, if time as their terms on the Supervisory Board; however the needed, all major transactions that may have entailed confl icts Supervisory Board may at any time change the composition of interest. The Audit Committee must express an opinion on of the Committee and thus end the term of a Committee any signifi cant changes to the accounting principles applied member. by the Company when preparing its consolidated fi nancial The Chairman of the Audit Committee is appointed by the statements (annual or half-yearly) with the exception of changes Supervisory Board from among the Committee’s members for caused by modifi ed IAS/IFRS. his/her entire term as a member of this Committee. The Audit Committee must review the scope of consolidated The four members of the Audit Committee have the necessary companies and, if need be, the reasons why companies are fi nancial and accounting skills in light of their career paths and excluded from the scope. experience, as described in Section 5.1.2.1 “Composition of The Audit Committee must in particular examine provisions the Supervisory Board” of this Registration Document. and their adjustments and any situation that may generate a As of the date of this Registration Document, the Audit signifi cant risk for the Group as well as all fi nancial information Committee comprises the four following members, three of and all annual, half-yearly or quarterly reports drawn up in the which, including the Chairman, are independent members. regular course of business or for a specifi c transaction (for As the proportion of independent members within the example a contribution, a merger or a market transaction). Audit Committee is three-quarters, the composition of this This review must take place insofar as possible two (2) days Committee complies with the recommendations of the prior to the review by the Supervisory Board. AFEP-MEDEF Code. The review of the annual and half-yearly fi nancial statements must be accompanied by a presentation from the Statutory Auditors indicating the key points of the legal audit and of the accounting options used as well as a presentation by the Chief

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Financial Offi cer describing the risk exposure and signifi cant (IV) OVERSEEING THE INDEPENDENCE OF THE STATUTORY off-balance sheet commitments of the Company and its AUDITORS subsidiaries. The Committee must steer the procedure for selecting and The Statutory Auditors must in particular be heard at the renewing the Statutory Auditors and submit the results of this time of the Committee meetings dealing with the preparation selection to the Supervisory Board. In accordance with the and control of the annual and half-yearly fi nancial statements regulations in force, the Audit Committee must appoint Statutory in order to report on the execution of their mission and the Auditors from new fi rms by conducting a tender process when conclusions of their work. the term of appointment including renewals has reached the maximum permitted (24 years as co-Statutory Auditor from This allows the Committee to be informed of the main areas the date of the Company’s IPO). The Audit Committee submits of risk or uncertainty regarding the accounts identifi ed by the a recommendation based on the results of this selection to Statutory Auditors, their audit approach and any diffi culties the Supervisory Board. It also issues a recommendation encountered during their mission. on the Statutory Auditors proposed for appointment by the If applicable, the Audit Committee shall make recommendations Shareholders’ Meeting. in order to guarantee the integrity of the fi nancial information. In order for the Audit Committee to monitor the Statutory (II) OVERSEEING THE EFFECTIVENESS OF THE INTERNAL Auditors’ compliance with the rules pertaining to their CONTROL, INTERNAL AUDIT AND RISK MANAGEMENT independence and objectivity throughout the duration of their mandate, the Committee must obtain at the end of every fi scal SYSTEMS CONCERNING ACCOUNTING AND FINANCIAL 05 INFORMATION year: a The Audit Committee must ensure the relevance, reliability as from the fourth fiscal year beginning after June 16, and implementation of internal control procedures and the 2016 (i.e., in 2020), the Statutory Auditors’ statement of identifi cation, hedging and management of the Company’s independence, which must include in particular confi rmation risks in relation to its activities and its accounting and fi nancial that non-audit services do not exceed (except with the information. The Audit Committee monitors the effectiveness agreement of the Statutory Auditors’ High Commissioner of the internal audit, in particular the procedures relating to (H3C)) the threshold of 70% of the average of fees paid over the preparation and processing of accounting and fi nancial the last three consecutive fi scal years for the statutory audit of information, without prejudice to its independence. the fi nancial statements of the Company and the companies it controls, and the Group’s fi nancial statements; The Committee must also review the significant risks and a off-balance sheet commitments of the Company and its the amount and detailed breakdown of fees paid by category subsidiaries and assess the signifi cance of the shortcomings of assignment to the Statutory Auditors and their network or weaknesses that are communicated to it and inform the during the fi scal year by companies in which the Company Supervisory Board where necessary. The Committee must in has a controlling interest and by its controlling entity; and particular interview the persons in charge of the internal audit a information on the services provided other than certifi cation and regularly examine the business risk map. In addition, the of the fi nancial statements. Committee must give its opinion on the organization of the Internal Audit Department and be informed of its audit program. In addition, the Committee must review with the Statutory It should receive the internal audit reports or a periodic summary Auditors the risks pertaining to their independence and the of these reports. safeguard measures taken to reduce these risks. It must in particular ensure that the amount of the fees paid by the (III) OVERSEEING THE LEGAL AUDIT OF THE PARENT COMPANY Company and the Group, or the part it represents of the AND CONSOLIDATED FINANCIAL STATEMENTS BY THE revenue of the Statutory Auditor fi rms or their networks, is not COMPANY’S STATUTORY AUDITORS of a nature to endanger the independence of the Statutory Auditors. The Audit Committee must gather and monitor information from the Company’s Statutory Auditors (also without the In accordance with the provisions of Article L. 822-11-2 of the presence of members of the Management Board) notably on French Commercial Code, services other than the certifi cation their general work schedule, on any diffi culties encountered of the fi nancial statements which are not mentioned in Section II during the exercise of their mission, on changes they consider of Article L. 822-11 and in Section I of Article L. 822-11-1 of the necessary to the Company’s accounts or other records, on any French Commercial Code, may be provided by the Statutory accounting irregularities, anomalies or inaccuracies they may Auditors, or members of its network, to the Company or to have identifi ed, on uncertainties or signifi cant risks concerning persons or entities controlling it or which are controlled by the drawing up and processing of accounting and fi nancial it within the meaning of Sections I and II of Article L. 233-3 data, on the conclusions drawn from their observations and of the French Commercial Code, subject to approval by the corrections concerning the period’s results compared to those Audit Committee. The procedure for prior approval by the Audit of the previous period, and on any signifi cant internal control Committee of such services is described in Appendix A of the weaknesses they may have discovered. Audit Committee’s Internal Regulation.

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COMMITTEE MEETINGS (ARTICLE 2 OF THE AUDIT 5.2.3.2 Compensation and Nominations COMMITTEE’S INTERNAL REGULATIONS AND Committee ARTICLE 11 OF THE SUPERVISORY BOARD’S INTERNAL REGULATIONS) COMPOSITION (ARTICLE 11 OF THE SUPERVISORY The Audit Committee may conduct meetings in person or via BOARD’S INTERNAL REGULATION) video or telephone conference pursuant to the same rules as In accordance with Article 11 of the Supervisory Board’s Internal the Supervisory Board, when convened by its Chairman or Regulation, the Compensation and Nominations Committee secretary, so long as at least half of its members participate. must be comprised of two to five members chosen from Committee members may not give proxies to other members among the members of the Supervisory Board, with particular to represent them. consideration given to their independence and their skills with The Audit Committee’s recommendations are adopted by a respect to the selection or compensation of executive directors simple majority of members present. In the event of a tie, the of listed companies. The Compensation and Nominations vote of the Committee’s Chairman prevails. Committee may not include any executive director of the Company. The notice of meeting must include an agenda and may be transmitted orally or by any other means. The Compensation and Nominations Committee members’ terms expire at the same time as their terms on the Supervisory The Audit Committee meets as often as necessary and, in Board; however the Supervisory Board may at any time change any event, at least twice a year in connection with the Group’s the composition of the Committee and thus end the term of a preparation of the annual and interim fi nancial statements. Committee member. The Audit Committee’s meetings are held prior to the meeting The composition of the Compensation and Nominations of the Supervisory Board and, to the extent possible, at least Committee may be modifi ed by the Supervisory Board, acting two days prior when the Audit Committee’s agenda includes at the request of its Chairman, and, in any event, must be examination of interim or annual fi nancial statements prior to modifi ed in the event of a change in the general composition their review by the Supervisory Board. of the Supervisory Board. Minutes are prepared for each meeting, in the absence The Chairman of the Compensation and Nominations of other provisions, by the meeting’s secretary appointed Committee is appointed from among the independent members by the Committee’s Chairman, under the authority of the by the Supervisory Board, upon the proposal of the Chairman Committee’s Chairman. The minutes are sent to all members of the Supervisory Board. of the Committee. The Chairman of the Committee decides conditions pursuant to which it reports on its work to the As of the date of this Registration Document, the Compensation Supervisory Board. and Nominations Committee comprises the three following members, two of which, including the Chairman, are The Audit Committee may rely on, if necessary, external experts independent members. As the proportion of independent through requests for technical studies on topics relevant to members within the Compensation and Nominations Committee their skills. is a majority, the composition of this Committee complies with The Committee presents its work at the next Supervisory Board the recommendations of the AFEP-MEDEF Code. meeting. COMPOSITION OF THE COMPENSATION AND NOMINATIONS COMMITTEE Activity of the Audit Committee in 2016 Members Independence During the 2016 fi scal year, the Audit Committee met six times, with an attendance rate of 100%. In 2016, the Audit Committee Pascal Bazin (Chairman) ✔ examined and/or formed opinions in particular on the following Eric Schaefer issues: Angélique Gérard ✔ a the review of the 2015 annual and consolidated and the 2016 fi rst half fi nancial statements; DUTIES (ARTICLE 1 OF THE INTERNAL a the review of the 2016 first and third quarter financial REGULATION OF THE COMPENSATION statements; AND NOMINATIONS COMMITTEE ) a the review of the internal control, the actions carried out by The Compensation and Nominations Committee is a specialized the internal audit, and the Risk Map; committee of the Supervisory Board whose main duty is to assist the Supervisory Board in constituting the Company’s a the review of the internal IT control and of the IT systems management bodies and determine and regularly evaluate safety plan. the compensation and benefi ts received by the members of the Management Board, including deferred benefi ts and/or severance pay for voluntary or forced departure from the Group.

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In this context, the Compensation and Nominations Committee The Committee is informed of the compensation policy for carries out the following duties: the principal executives who are not corporate offi cers, as well as of the hiring and compensation of the members of a proposal of candidates for appointment to the Supervisory the Executive Committee. The Committee works together Board, to the Management Board and to Board Committees with the members of the Management Board on this task; and evaluating the independent nature of the members of the Supervisory Board a evaluation and proposal to the Supervisory Board concerning allocation of attendance fees The Compensation and Nominations Committee makes proposals for the appointment of members of the Supervisory The Committee submits a proposal to the Supervisory Board Board (either by the Shareholders’ Meeting or by co-option) for the total amount of attendance fees and the allocation and of the Management Board and for the appointment terms for the members of the Supervisory Board, taking into of members and chairpersons of each of the Supervisory account their actual participation on the Board and on the Board’s committees. committees of which they are members, the responsibilities undertaken and the time that they must devote to their duties. Concerning the appointment of members of the Supervisory Board, the Committee examines in detail all elements to be The Committee also submits a proposal on the compensation taken into account in its deliberation, in particular on the basis allocated to the Chairman and Vice-Chairman of the of the composition and changes in the shareholder base Company’s Supervisory Board; of the Company, to balance the composition of the Board: a exceptional duties gender representation, nationality, international experience, 05 expertise, etc. In particular, the Committee organizes a The Committee is consulted by the Supervisory Board to procedure to select future independent members of the make recommendations on all exceptional compensation Supervisory Board and conducts its own studies on potential related to exceptional duties which may be given by the candidates before making any approach to them; Supervisory Board to certain of its members. a implementation of a succession plan for executive corporate officers COMMITTEE MEETINGS (ARTICLE 2 OF THE INTERNAL REGULATIONS OF THE COMPENSATION The Compensation and Nominations Committee has drawn AND NOMINATIONS COMMITTEE AND ARTICLE 11 up and kept up-to-date a confi dential succession plan for the OF THE SUPERVISORY BOARD’S INTERNAL members of the Management Board as well as the members REGULATIONS) of the Executive Committee, so as to be in a position to quickly propose succession solutions to the Supervisory The Compensation and Nominations Committee may conduct Board in the event of an unexpected vacancy. Within the meetings in person or via video or telephone conference performance of the above work, the Committee involves the pursuant to the same rules as the Supervisory Board, when Chairman of the Management Board; convened by its Chairman or secretary, so long as at least half of its members participate. Committee members may not give a annual evaluation of all offices held by the members of the proxies to other members to represent them. Supervisory Board The Compensation and Nominations Committee’s Each year prior to the publication of the Company’s Annual recommendations are adopted by a simple majority of Report, the Compensation and Nominations Committee the members present. In the event of a tie, the vote of the examines the status of each member of the Supervisory Committee’s Chairman prevails. Board with regard to the rules on the holding of multiple offi ces and submits its fi ndings to the Supervisory Board so The notice of meeting must include an agenda and may be that the Supervisory Board may examine the status of the transmitted orally or by any other means. members as appropriate under these standards; The Compensation and Nominations Committee meets as a examination and proposal to the Supervisory Board of all often as necessary and, in any event, prior to any meeting at components and terms of compensation of the members which the Supervisory Board votes on the compensation of of the Management Board the members of the Management Board or the allocation of attendance fees. The Committee studies and makes proposals that include fix and variable compensation, as well as, if applicable, The Committee presents its work at the next Supervisory Board share subscription or purchase options, performance meeting. The Supervisory Board then discusses the elements share allocations, retirement and pension plans, severance of compensation of Management Board members without the packages, benefi ts in kind and individual benefi ts and all latter being present. other possible direct or indirect compensation (including long-term) that may be included in the compensation of members of the Management Board.

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Activity of the Compensation and Nominations Committee in a review of the overall compensation structure within the 2016 Group; During the 2016 fi scal year, the Compensation and Nominations a reviewing existing incentive plans within the Group; Committee met six times, with an overall attendance rate of a 100%. discussions on the action plan for establishing a succession plan for members of the Management Board and the In 2016, the Compensation and Nominations Committee Executive Committee (known as the Group Executive examined and/or issued recommendations where appropriate Committee from January 1, 2017); on the following issues: a the study of the implementation of a free share grant plan for a setting the principles, criteria and elements of compensation certain employees and members of the Management Board and notably their fi xed compensation and establishing the of the Group; targets for the Management Board for the 2016 fi scal year; a the departure of Philippe Germond as CEO ; a determining variable compensation in respect of the 2015 a fi scal year on the basis of the 2015 fi nancial statements; the term sheet from the mandate agreement for Caroline Parot as CEO ; a the new organization within the Management Board and the a Executive Committee (which became the Group Executive determining the terms of breakdown of attendance fees; and Committee from January 1, 2017); a the launch of the assessment of the Supervisory Board and a the appointment of a new member of the Supervisory Board; its committees by an independent fi rm. a the policy to be implemented to retain talent within the Group;

5.2.4 Report by the Chairman of the Supervisory Board on corporate governance and internal control

Report by the Chairman of the Supervisory Board under principles and rules laid down by the Supervisory Board to set Article L. 225-68 of the French Commercial Code the compensation and benefi ts of all kinds granted to corporate offi cers. It also notes the publication of the information provided In accordance with Article L. 225-68 of the French Commercial for in Article L. 225-100-3 of the French Commercial Code. Code, the report by the Chairman of the Supervisory Board for the year ended December 31, 2016 comprises information This Registration Document comprises all the items of the on the composition of the Board and its gender balance, the report by the Chairman of the Company’s Supervisory Board conditions in which the Board prepares and organizes its work, referred to in Article L. 225-68 of the French Commercial and the internal control and risk management procedures the Code. References to Sections of this Registration Document Company has put in place, in particular those concerning the corresponding to the various parts of the report by the Chairman drawing up and processing of accounting and fi nancial data. of the Supervisory Board, can be found below. This report also specifi es that the Company voluntarily applies The report and the procedures underlying it were examined a code of corporate governance, and details the provisions by the Audit Committee of February 23, 2017, and were that have been waived and the reasons for this. In addition, it approved in whole by the Supervisory Board during its meeting indicates the specifi c procedures relating to the participation of February 24, 2017. of shareholders in Shareholders’ Meetings, and presents the

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Contents of the report by the Chairman of the Supervisory Board Registration Document Chapter/Section

Composition and gender balance of the Supervisory Board and conditions 5.1.2.1 in which it prepares and organizes its work 5.1.3 5.2.1 5.2.2 6.2.2.2 Limitation of the powers of the Management Board 5.1.1 6.2.2 5.2.1.2 Internal control and risk management procedures implemented by the Company 5.2.4 Reference to the Corporate Governance Code and deviations from the Code 5.1.4 Specifi c procedures relating to the participation of shareholders in Shareholders’ Meetings 6.2.5 Principles and rules laid down by the Supervisory Board to set the compensation and 5.3 benefi ts of all kinds granted to the corporate offi cers Information provided for in Article L. 225-100-3 of the French Commercial Code 6.6

Internal control and risk management 5.2.4.2 Internal control standard chosen 05 procedures by the Group

The description of internal control and risk management The description of internal control and risk management procedures was drawn up under the responsibility of the procedures is based on the fi ve components of the internal Chairman of the Supervisory Board and is an integral part of control model established and distributed by the Committee the Chairman’s report provided for in Article L. 225-68 of the of Sponsoring Organizations of the Treadway Commission French Commercial Code. The report was prepared with the (COSO): support of the Group Internal Audit Department and the Group 1. control environment; Finance Department, as well as the Group Legal Department, under the supervision of the Management Board. 2. risk assessment; This report covers the Company, as well as all companies 3. control activities; controlled by the Company and included in the Group’s scope 4. information and communication; of consolidation. The information contained in this report is divided in the following manner: 5. monitoring. a work underlying the preparation of the description of internal This model, which is internationally recognized, constitutes the control and risk management procedures; reference standard for the Group’s control efforts. a internal control standard chosen by the Group; In accordance with the “COSO report”, internal control is a process implemented by the Supervisory Board and the a internal control scope of the Group; management and staff of an entity aiming to provide reasonable a general organization of internal control and risk management; assurance regarding the achievement of objectives in terms of operations, reporting and compliance. These objectives cover a internal control procedures concerning the drawing up and the main aspects of internal control and are defi ned as follows: processing of accounting and fi nancial information. 1. operating objectives: to ensure the effectiveness and effi ciency of operations in terms of operating and fi nancial 5.2.4.1 Work underlying the preparation performance and asset protection; of the description of internal control and risk management procedures 2. reporting objectives: to ensure the reliability, punctuality and transparency of internal, external, fi nancial and non-fi nancial The description of internal control and risk management reporting; procedures was drawn up using contributions from several 3. compliance objectives: to ensure compliance with the laws departments, in particular the Finance, Legal and Information and regulations applicable to the entity. Systems Departments. The various Corporate Countries also contributed actively to the report’s description of internal control This internal control framework is itself consistent with the system as far as needed. framework proposed by the AMF in 2007, supplemented by the AMF Guide de l’Information Périodique des sociétés côtées sur un marché réglementé dated October 26, 2016 (2016-05).

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As with any control system, internal control provides reasonable, a an internal control manual (named “Emergence”), fully not absolute, assurance that the entity’s objectives have been updated during 2016, covering all functions and processes achieved. Among its inherent limitations, the internal control and adapted to the operating risks in the stations. cannot avoid erroneous judgments, bad decisions or external Several networks of managers and correspondents relay the events that may hinder the achievement of the operating control procedures defi ned by the Group in the various countries objectives. and subsidiaries, such as the network of decentralized internal auditors. 5.2.4.3 Internal control scope of the Group BREAKDOWN OF INTERNAL CONTROL DUTIES The principles and operating methods of the internal control AND RESPONSIBILITIES system are defi ned at the Group level and at the operating The primary actors in the internal control process are as follows: entities level. a the Audit Committee, in accordance with its duties defi ned Furthermore, the internal control system applies to the entire in the French Commercial Code, ensures the relevance, Group (parent company and subsidiaries) irrespective of reliability and implementation of internal control procedures whether management has decided to carry out operating and the identification, hedging and management of the activities directly or via external service providers. Company’s risks in relation to its activities and the generation of accounting and fi nancial information. In particular, the 5.2.4.4 General organization of internal Committee interviews the Group Director of Internal Audit and control and risk management examines the risk map. It is regularly informed of the results of the internal control self-evaluation process. In addition, This report covers the main control procedures implemented the Committee gives its opinion on the organization and or being implemented for each internal control component set resources of the Group Internal Audit Department and is out in the COSO control framework. informed of its audit program. It receives a periodic summary of the internal audit reports; CONTROL ENVIRONMENT OF THE GROUP a the Management Board is ultimately responsible for risk management and internal control and relies in particular on: GOVERNANCE BODIES AND CONTROL ENVIRONMENT a the fi nancial departments of the operating entities on the The Group’s control environment is based on a set of measures one hand, and relying both on the commitment of senior management and on a the operating and functional departments on the other an internal control culture at all levels of responsibility. It also hand; relies on documents and rules that structure critical processes a and are mandatory for all members of staff: the purpose of the Group Internal Control Department, created in 2016, is to facilitate assessment, monitoring and a the Group’s values, setting out its commitments towards improvement of all Group internal control systems at the customers, staff and shareholders and outlining the principles Head Offi ce, Country and Station levels. It uses the new on which the actions of senior management are based; Group internal control manual and an annual self-evaluation a the rules common to all Group entities are enacted by the process which covers all of the Group’s operations and Supervisory Board and the Management Board. These rules entities; stipulate the measures applicable in the following instances: a the Group Internal Audit Department reports to the Chairman

a delegations of authority to Group executives and corporate of the Management Board and has direct access to the Audit offi cers, Committee. It relies on a central team and a decentralized network of internal auditors in order to: a means of the executives’ compensation, a investments and commitments given (such as bonds, a design, execute and monitor the annual internal audit plan, endorsements and guarantees); a assess risks by carrying out an annual Group risk mapping and the monitoring the ensuing action plans, a the harmonization of fi nancial processes currently underway a through the setting up of a Shared Services Center and of a contribute to compliance with the Group’s rules, in unifi ed IT system used by most entities; particular in the stations, and recommend improvements to internal control.

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ETHICS AND PROFESSIONAL RULES OF CONDUCT 5. toward the environment:

The Group has developed a complete Ethics program a to minimize the environmental footprint of its activities while (Compliance program) comprising a range of ethical principles, ensuring respect of environmental regulations by reducing a structure covering the entire Group, and a multi-annual action the pollution caused by its services and infrastructures and plan. by limiting its consumption of energy and raw materials.

Ethics Code Overall, Europcar has defi ned 48 concrete commitments to these 12 objectives. Europcar has developed a concrete and detailed set of ethical principles defi ning the professional behavior expected of the The Code has been communicated to all Europcar employees Group’s representatives and employees. These principles are and will be shared with the various Europcar counterparts. now included in the Code of Ethics and Commitments, available Senior managers of the Company are trained specifi cally on on the Group’s website (http://fi nance.europcar-group.com/ how to apply the Code and are responsible for making their wp-content/uploads/2016/12/code-of-ethics-commitments. teams aware of it. A training program will also be proposed to pdf). This Code was reviewed by the Management Board on Europcar’s teams during 2017. January 25, 2016, following which, the Code was implemented. This Code is based on several international guidelines to which Compliance structure Europcar adheres (in particular the United Nations Universal Europcar compliance is based on a three-level pyramid Declaration of Human Rights, the European Convention on structure: 05 Human Rights, various conventions of the International Labour a the Management Board, which is responsible for overseeing Organization, and the OECD Guidelines for Multinational the Group’s compliance program; Enterprises). a the Compliance Committee, which is responsible for Via this Ethics Code, Europcar undertakes to respect a certain monitoring the compliance program and its control at Group number of commitment objectives in respect of its various level; stakeholders, including: a the Group Compliance Offi cer (Charline Le Clainche) and the 1. toward its customers and consumers: regional Compliance Offi cers. a communicate clearly and openly on the terms of access to the services (legal terms, rates), The Compliance Committee a to guarantee the security and confi dentiality of data; The Compliance Committee must meet once a year; it comprises the following managers: 2. toward its employees: a Group Legal Director; a to safeguard the health and safety of employees, a a to promote equal opportunities within the Group, Group Internal Audit Director; a to enable its employees to feel a sense of work a Group Corporate Social Responsibility Director; accomplishment, and a Group Human Resources Director; a to encourage positive work relations and freedom of expression of employees; a Great Britain Legal Director; 3. toward its industrial and commercial partners: a Spain Legal Director;

a to select industrial and commercial partners that can, in a Germany Legal Director. their respective countries, guarantee compliance with basic The Compliance Committee is tasked with monitoring and labor rights, in particular those defi ned by the International controlling the Compliance program at Group level and in Labour Organization, particular: a to ensure mutual respect of the principles of loyalty in all industrial and commercial relations, a issuing advisory opinions to the Management Board to a to prevent all forms of active or passive corruption; enable it to make decisions; a 4. toward the stock market: it proposes the rules of conduct and the Compliance Program for the Group to the Management Board which decides and a to promote its success and act in ways that respect its votes, without delegation; shareholders, to gain their confi dence. As a result, Europcar a attaches great importance to the quality of information and revising the program regularly in accordance with the latest ensures reliable and transparent communication with all its developments in published government guidelines and stakeholders, and the organization’s needs, as well as laws, regulations and procedures enacted by the government; a prevent insider trading and unjustifi ed use of confi dential or privileged information ;

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a defi ning the actions to implement the multi-annual plans at behavior in question in order to determine whether or not all levels; a breach of the applicable law or the requirements of the Compliance program has occurred. a analyzing the annual compliance reports to be presented to the Management Board (the fi rst report will be issued during In such a case, the Group Compliance Offi cer will determine the fi rst quarter 2017); and the measures to be taken to rectify the problem and will present their report to the Group Compliance Committee and the a examining and handling alert situations reported by local Management Board for approval. Compliance Committees.

The Group Compliance Offi cer and the regional Compliance RISK MANAGEMENT PROCEDURES Offi cers A presentation of the general risk management framework The Group Compliance Officer, with the assistance of the and a description of each risk are provided in Section 2, “Risk regional Compliance Offi cers, ensures the proper execution Factors”, in this Registration Document. and implementation of all decisions taken by the Group in terms of ethics and fraud prevention. RISK MANAGEMENT STRUCTURE The Group Compliance Offi cer is designated by the Chairman Risk management relates to measures implemented by the of the Group Compliance Committee in agreement with the Group to identify and analyze the risks to which it is exposed Management Board. The Group Compliance Offi cer reports in the ordinary course of business. Risk management is directly to the Group Compliance Committee and is responsible considered a priority by the Group’s management and is closely for issuing an activity report at least once a year. followed by the Group Internal Audit Department and the Risk Management team (for insurable risks). The Group’s internal A regional Compliance Offi cer is appointed in each country in control and risk management procedures are based on a set which Europcar subsidiaries are present. They are tasked in of measures, policies, procedures, behaviors and customized particular with implementing the Compliance program when the actions aiming to ensure that the necessary measures are taken Group Compliance Offi cer requires assistance at the local level. to: Multi-annual compliance program a ensure the effi ciency of operations and the effi cient use of The multi-annual Compliance program sets out the main resources; and actions to be undertaken over a period of three years (2016- a identify, analyze and control risks that could have a 2018), including in particular: material effect on the Group’s assets, results, operations or a disseminating the Ethics Code and developing appropriate achievement of its objectives, whether they are operating, procedures and documentation; commercial, legal or fi nancial or related to compliance with laws and regulations. a putting in place a professional alerts procedure: each country will establish a dedicated telephone line (in the local language) The Group’s risk management and internal control process allowing all staff members to report any issue pertaining to is monitored by the Supervisory Board through the Audit the application of the ethics and compliance policies; Committee. The Audit Committee ensures the relevance, reliability and implementation of internal control procedures and a developing and/or proposing training programs to the identifi cation, hedging and management of the Group’s risks management of each department concerned by the in relation to its activities as well as accounting and fi nancial components of the Compliance program; information. a assessing the performance of offi cers, heads and managers Controlling risk exposure in each country in which the Group’s on the distribution and respect of the Europcar Compliance companies operate depends on local management teams, who program; are as close as possible to the risks related to the activities they a establishing a Purchasing Code and updating General Terms exercise or supervise. and Conditions and Terms and Conditions of Purchase. MAIN RISK MANAGEMENT PROCEDURES Control and corrective measures Group’s risk map Any signifi cant deviation from the Group’s rules will trigger an investigation to determine its cause. If it is found that The Group Internal Audit Department regularly updates the the deviation was caused by irregular procedures or poor risk map at the Group and subsidiary levels on a rolling basis. understanding of the rules, Europcar will take swift action to The risk map is presented to the Audit Committee and to the rectify the problem. Management Board, which studies it and examines the actions and specifi c monitoring of certain risks. In the case of reported or apparent suspected non-compliance, the Group Compliance Offi cer and the Group Internal Audit Department will rapidly take measures to investigate the

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The risk identification process relies on a three-step Chapters 2 and 4 of this Registration Document on societal, methodology: social and environmental information include all of the information required by law. They can be summarized as a identifying the main risks through interviews with high- follows: ranking Group executives and other key staff within the Group and countries in order to identify the risks to which a the Group has implemented a comprehensive CSR their scope is exposed. These interviews are carried out by governance and organization, under the authority of the the Group Internal Audit Department; CSR Director, which covers all of the Group’s operations (see Section 4.1.2 “CSR Organization and Governance” of a identifying and quantifying risks once these risks are this Registration Document); identifi ed, a ranking is established based on the estimated impact of each risk and the likelihood of its occurrence. a the Group’s business is highly sensitive to the seasons Risks identified as having severe impacts and a strong and climate conditions. This risk, as well as the control probability of occurring are mapped as “highly critical”. mechanisms implemented by the Group, is described in Conversely, risks identifi ed as having little impact and a Section 2.1.5 “Risks related to the highly seasonal nature weak probability of occurring are mapped as “moderately and sensitivity to weather conditions of the vehicle rental critical”. The resulting map obtained for a given year industry” of this Registration Document; provides a comparative tool with the previous year’s map, a the vehicle rental business has limited sensitivity to the and helps in understanding the development of risks to fi nancial risks related to the effects of climate change. In which the Group is exposed. The map allows the Group to fact, in 2016 Group initiated a comprehensive Low Carbon 05 set up a dashboard with the estimated degree of control of strategy, described in Section 4.4 “Europcar Actor in the each of the identifi ed risks and to identify those that must fight against climate change” of this Registration Document. be dealt with in priority, as well as to ensure that internal This strategy maintains a minimal carbon imprint from all control is adequate to prevent and detect them; of the emissions related to the Group’s direct business a reviewing and validating the risk map by the Management and promotes the smallest carbon imprint possible from Board and presenting it to the Audit Committee. the Group’s customers through a set of concrete and measurable actions, such as advocating economic driving The Group’s Risk Map was updated at the end of fi scal year and offering a fl eet using the latest technologies, always 2016. It describes 45 signifi cant risks for the Group. more oil and fuel effi cient and with better GHG emissions Risk monitoring and action plans performance; Depending on the principal risks identifi ed, the concerned a even though the Group complies with all the laws and departments draw up action plans to be carried out by the regulations to which it is subject, Section 2.4.1.3 “Risks local managers of the departments in question. The Group related to environmental and health and safety rules” of this Internal Audit Department is working on implementing tools Registration Document notes, however, that “international and processes for better and more formal monitoring of the law and regulations” have historically and will likely continue action plans. to contemplate numerous measures related to greenhouse gas emissions and climate change. If rules designed to cap The risk map also helps to update the audit plan, in particular emissions or tax the companies seen as responsible should on topics that are identifi ed as requiring increased supervision. come into force, it could affect demand for the Group’s Monitoring the fi nancial risks related to the effects of climate services and the vehicle fl eet and/or other costs could rise change with adverse implications for its results of operation and fi nancial position. Article L. 225-37, paragraph 6, of the French Commercial Code, amended by law No. 2015-992 of August 17, 2015 relating to energy transition for green growth, stipulates that starting in fi scal years ending December 31, 2016, the Chairman’s report must cove “the fi nancial risks related to the effects of climate change and the measures taken by the Company to reduce these risks by implementing a low-carbon strategy in all areas of its business.”

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CONTROL ACTIVITIES relations. Each subject concentrates on the ten key controls to be applied across the Group, in relation to the risks and GENERAL ARCHITECTURE AND STRUCTURE existing main procedures.

Overseen by the Internal Control Department, the control The internal control assessment tool activities implemented by the Group aim to: The internal control assessment tool, used in the Group a ensure that the Group’s activities in all countries and the for the past fi ve years, covers all subjects discussed in the actions of all its employees adhere to the framework defi ned “Emergence” manual. Since 2016, examples of best practice by applicable laws and regulations, the policies laid down have been defined for each control and a “customized” by the Management Board, and the Group’s commitments maturity scale enables very precise and objective results to and rules of procedure; be achieved during the self assessment process. a prevent and control risks encountered by the Group, not The annual self-evaluation campaign for 2016 was carried only in terms of fi nance and accounting, but also as regards out on the basis of this new tool. It covered nine Countries in operations, in order to protect and preserve its activities and which the Group operates directly, the shared services center, more generally its assets; and the holding company and the Group functions. The players a produce timely accounting, financial and management involved in the self-evaluation campaign are both at the head information to ensure, on the one hand, the reliability and offi ce and in the Countries and Regions. They are supervised relevance, in line with applicable standards and regulations, by the Internal Control Department. The results from the self- of fi nancial information communicated to shareholders, and evaluation are reviewed by the Internal Audit Department. to enable, on the other hand, appropriate steering of the Plans for improvement are initiated by the operations Group. managers, validated at the Country level and monitored by the Internal Control Department. The Audit Committee is The architecture of the internal control process, is based on informed of the results of the self-evaluation campaign and a three-level structure: the improvement plans.

1. the fi rst control level applies to each staff member and An annual statement of compliance signed by the their superiors according to their explicit responsibilities, management of Group entities the procedures applicable to their actions and their communicated instructions; The Group has implemented a signed reporting policy. Under this policy, the managers of the Group’s subsidiaries sign an 2. the second control level applies to managers independently annual compliance letter. The purpose of the compliance of the actions controlled. It may also apply to staff letter is to (i) notice and analyze non-compliance situations employed in an operating, support or control capacity; and risks and present any corrective measures taken, (ii) and ensure that all employees have received training relating to 3. the third control level applies to the Group Internal Audit the Group’s values charter, confl icts of interest, personal data Department, which constantly monitors the effective protection and competition law, and (iii) confi rm in particular application of the fi rst two control levels. the absence of any confl icts of interest, and compliance with anti-corruption rules, personal data protection, labor laws and INTERNAL CONTROL SELF-EVALUATION PROCESS human rights.

The internal control self-evaluation process is based on three INTERNAL CONTROL PROCEDURES RELATING TO INFORMATION complementary tools: SYSTEMS a the internal control “Emergence” manual; The Group IT Department defi nes, implements and improves a the self-assessment tool; the IT security policy roadmap. It initiates and coordinates risk reduction projects in its domain. a the annual compliance statement. The Group has a Group IT Systems Security manager, reporting The internal control “Emergence” manual to the IT Department. The IT Systems Security manager has a Entirely rewritten in 2016, the manual adopts an educational central four-person team and a network of. correspondents in and very concrete approach and covers not only fi nancial the IT Department and the various countries, through which reporting procedures, but also operating oversight (such he or she manages security systems. This network of 10 as contract management, franchises, agents and affi liates), specialists also includes business line correspondents to functional oversight (such as legal, purchasing, Human facilitate the coordination between the various actions and Resources and IT) and oversight of Group governance. It ensure the proper execution and monitoring of the IT security includes a set of new subjects, directly related to the new systems policy across the whole Group. risks and opportunities addressed by the Group, such as crisis management, sustainable development issues and investor

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The IT security systems roadmap is updated in February FRAUD PREVENTION, AND FIGHT AGAINST CORRUPTION each year and presented to the Audit Committee, taking ANDMONEY-LAUNDERING into account the assignments conducted by the Group’s The Group Internal Audit Department oversees identifi cation Internal Audit Department, the results of the self-assessment and fraud prevention processes for all Group activities. of IT controls, the Group risk map and any external studies. The IT security systems roadmap provides an overall and Risks related to operations of the Group’s international consolidated vision of the action plans to be carried out in franchisee network are subcontracted to an external audit fi ve areas: governance, access and identity management, fi rm, overseen by Group Internal Audit. At times, external security oversight, infrastructure security, and compliance. auditors are called upon to cover certain business sectors with Dashboards have been implemented since October 2016 to respect to technical issues that cannot be covered internally. identify and analyze safety incidents with a report indicating the level of criticality, the manager and an action plan. GROUP STEERING OF INTERNAL CONTROL Monitoring of actions is handled by a monthly IT Safety Steering The Group Internal Audit Department steers internal control Committee (chaired by the Information Systems Director (ISD), in close collaboration with the Audit Committee and the facilitated by the Information Systems Safety manager, with Management Board. the Director of Internal Audit and the directors of the ISD) and presented to the Audit Committee. Furthermore, every Its structure and duties are defined by the internal audit charter, updated in 2016. two weeks, a Safety Monitoring Committee meets with all the 05 safety correspondents in the Countries who may then submit DUTIES OF THE GROUP INTERNAL AUDIT DEPARTMENT their own issues and obtain all the necessary information on the Group’s common vision. The Group Internal Audit Department provides management teams with reasonable assurances as to transactional The Group’s business continuity plan was defi ned and relies oversight, gives advice on improvements and contributes on a fully operational IT backup site. A complete business to creating added value. It assists the Management Board recovery exercise under actual conditions was carried out in and the Corporate Countries in achieving their objectives March 2016, when preparations were being made to move by using a systematic and methodical approach to one of the two data centers, with no loss of performance for evaluate management risks, control risks and corporate customers or employees. Partial exercises on each functional governance, and make proposals to strengthen their environment were also carried out in the course of 2016. effectiveness. It also promotes a strong internal control The applications exposed to the Internet are regularly environment in order to increase oversight of risks and subjected to intrusion tests. The latest tests were carried out operations. in early 2016 and the next ones are scheduled for March 2017. The Group Internal Audit Department is also in charge of steering the fraud identification and prevention process INTERNAL CONTROL PROCEDURES RELATING TO THE STATIONS throughout the Group. Station control activities are of particular importance to the Group, as any dysfunction may alter the customer experience Finally, the Group Internal Audit Department oversees the and operating profi ts. In order to maintain a very high standard implementation of audit recommendations and high-priority of internal control, Europcar has drawn up a complete and action plans. detailed manual that is subject to regular internal audits. This STRUCTURE AND RESOURCES manual is structured into four parts, entitled: Cash, Fuel, Fleet, Rental. The Internal Audit Director reports to the Chairman of the Management Board and to the Audit Committee appointed For each part, the expected controls are detailed in terms of by the Supervisory Board. This link between internal audit and objective, operating method, person responsible, frequency, senior management is supplemented by continuous access documentation and reference to the procedures/tools to be to and cooperation with the other members of the Company’s used. Management Board. The internal audit uses a detailed analysis grid to assess the In addition, there is an operating link between the Group performance of stations in relation to the expected controls Internal Audit Department and the local audit units of the and to list non-compliant items and areas for improvement. operating subsidiaries largely pertaining to point-of-sale audits and operating site audits, including local stations and franchisees.

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The Group Internal Audit Department is composed of a Group 5.2.4.5 Internal control procedures Internal Audit Director, a manager and three internal auditors concerning the drawing up and relies on a network of Country correspondents. and processing of accounting Each mission is the subject of a written report intended for the and fi nancial information audited persons, their superiors and the Management Board. Audit reports include an evaluation of the identifi ed risks and ORGANIZATION AND RESPONSIBILITIES recommended measures to reduce these risks. IN THE GENERATION OF ACCOUNTING AND FINANCIAL INFORMATION CONSTRUCTION OF THE INTERNAL AUDIT AND REPORTING PLAN The chief generators or auditors of accounting and fi nancial The Group Internal Audit Department defi nes and executes, information fall under the Group Finance Department and are either on its own initiative or on the initiative of senior as follows: management, an annual audit plan that includes the international franchise network, internal control audits and any other advice a the Group Accounting Department; or assurance assignment. It reviews the recurring internal a the Group Management Control Department; control self-evaluation campaigns. In addition, the Group Internal Audit Department consolidates the audits performed in a the Legal Department; the various stations making up the Group’s network. It works in a the Tax Department; close collaboration with the local audit teams for that purpose. a the Cash, Risk Management and Insurance Division; This annual plan is approved by the Chairman of the Management Board; the Audit Committee expresses an opinion a the Shared Services Center, covering many of the accounting on this annual audit program. processes and the Group’s various Corporate Countries; Lastly, the Group Internal Audit Director reports to the Chairman a the Financial Communication Department. of the Management Board and to the Audit Committee on the realization of the annual audit plan and on the state of progress CONTROL ENVIRONMENT RELATED of the recommendations issued by the internal audit. TO THE RELIABILITY OF ACCOUNTING AND FINANCIAL INFORMATION ACTIVITY IN THE COURSE OF THE YEAR ENDED DECEMBER 31, 2016 The reliability of accounting and fi nancial information relies on the following steering elements: The Group Internal Audit Department carried out some twenty missions throughout the Group during the year, in the following a a three-year strategic plan, spearheaded by the Management areas: Board in coordination with operating departments: this plan determines the Group’s main strategic lines annually and the a franchisee audits: for the past three years, the Group Internal related annual budgetary targets. It is validated annually by Audit Department has asked Ernst & Young to conduct an the Supervisory Board; annual audit of stations held by franchisees in order to ensure their compliance with the Group’s rules; a the annual budgetary process. This process, spearheaded by the Management Board and handled by senior management a standard missions completed in stations, in particular in control teams with the support of all operating departments, France and Belgium; focuses on operating financial aggregates. The financial a missions dealing with an operating process or a specifi c risk; elements of the budget are consolidated month by month using the same tool as that used for consolidating actual a monitoring missions carried out by the internal audit, if need results with a comparable degree of detail. This enables be on critical subjects; immediate comparison of the monthly performance of the a drawing up the risks map. operating fi nancial aggregates with the budgeted targets; a three results projections per year: these forecasts focus on the same fi nancial aggregates as the annual budget and therefore use the same consolidation methods in the same tool and with the same degree of detail. These forecasts are normally made in March, June and September and rely on the actual monthly results already closed. Their objective is to estimate the remaining months until the end of the year in

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question in order to compare the re-estimated year and the Group Accounting Manual, along with specifi c instructions. annual budgetary targets. These forecasts are reviewed by Moreover, the above mentioned internal control manual the Management Board; includes the different processes affecting the generation of fi nancial information (e.g. closing, cash, payroll, purchasing, a complete monthly closings (full balance sheet, consolidated sales, assets, IT and consolidation); income statement, net profi t and cash fl ow) are recorded and consolidated in the same manner as annual and half-yearly a a unifi ed IT system: Europcar uses just one accounting closings in the consolidation tool; and tool (ORACLE), one operating tool (GREENWAY) and one reporting tool (CEGID FCRS). The operating and fi nancial a monthly performance review meetings: led by the Chairman fl ows of most subsidiaries are managed via ORACLE. The of the Management Board, these are carried out with all use of a single fi nancial model within ORACLE promotes countries bring together the Deputy CEO – Countries and consistency between data sources for the Accounting Operations, the Deputy CEO – Sales, Marketing, Customers & Department and the Management Control Department, InterRent, the Chief Financial Offi cer and the Group Financial standardizes and optimizes practices, and offers better Controller, and the Fleet Director. The operating departments control; are themselves subject to review by the Management Board. Performance and margin analyses are conducted in order to a a reporting and consolidation software package and understand the principal performance levers of the month a chart of accounts under ORACLE aligned with the and to defi ne, in particular, the action plans for the coming reporting chart of accounts: the transfer and consolidation months; of fi nancial information are handled by the ORACLE/CEGID 05 FCRS tool for all fi nancial reporting (budget, forecasts, actual a a team, Finance Organization Design, is responsible monthly, quarterly, half-yearly and yearly). The use of a single for harmonizing the finance organizations as well as tool ensures consistency between internal steering and the accounting processes and internal control, in close external communication; collaboration with the Internal Control Department. a consistency checks and analyzes carried out on PROCEDURES FOR THE DRAWING UP OF fi nancial information: automatic checks in the reporting ACCOUNTING AND FINANCIAL INFORMATION tool, detailed activity reviews by the Group’s Management Control teams, and specifi c analyzes (e.g. scope changes, Accounting and fi nancial information is obtained through a exchange rate effects or non-recurring transactions) by the rigorous process relying on: Accounting Department ensure the proper control of fi nancial a a common standard and documentation of the information generated; Group’s principal accounting rules: the financial a a formalized process for the transfer, analysis and statements are established in accordance with IFRS, which control of other information published in the Group’s are communicated to the Group’s subsidiaries via the annual documents (e.g. Registration Document).

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5.2.5 Statutory Auditors’ report, prepared in accordance with Article L. 225-235 of the French Commercial Code on the report prepared by the Chairman of the Supervisory Board of the Company

(For the year ended December 31, 2016) To the shareholders Europcar Groupe S.A. 2, rue René Caudron Bâtiment OP 78960 Voisins-le-Bretonneux In our capacity as Statutory Auditors of Europcar Groupe S.A., and in accordance with Article L. 225-235 of -the French Commercial Code (Code de commerce), we hereby report to you on the report prepared by the Chairman of your Company in accordance with Article L. 225-68 of the French Commercial Code for the year ended December 31, 2016. It is the Chairman’s responsibility to prepare, and submit to the Supervisory Board for approval, a report describing the internal control and risk management procedures implemented by the Company and providing the other information required by Article L. 225-68 of the French Commercial Code in particular relating to corporate governance. It is our responsibility: a to report to you on the information set out in the Chairman’s report on internal control and risk management procedures relating to the preparation and processing of ﬁ nancial and accounting information; and a to attest that the report sets out the other information required by Article L. 225-68 of the French Commercial Code, it being speciﬁ ed that it is not our responsibility to assess the fairness of this information. We conducted our work in accordance with professional standards applicable in France.

Information concerning the internal control and risk management procedures relating to the preparation and processing of ﬁ nancial and accounting information

The professional standards require that we perform procedures to assess the fairness of the information on internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information set out in the Chairman’s report. These procedures mainly consisted of: a obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information on which the information presented in the Chairman’s report is based, and of the existing documentation; a obtaining an understanding of the work performed to prepare the information and of the existing documentation; a determining if any material weaknesses in the internal control procedures relating to the preparation and processing of fi nancial and accounting information that we may have identifi ed in the course of our work are properly described in the Chairman’s report. On the basis of our work, we have no matters to report on the information given on internal control and risk management procedures relating to the preparation and processing of fi nancial and accounting information, set out in the Chairman of the Supervisory Board report, prepared in accordance with Article L. 225-68 of the French Commercial Code.

Other information

We attest that the Chairman’s report sets out the other information required by Article L. 225-68 of the French Commercial Code. Neuilly-sur-Seine and Courbevoie, on February 27, 2017 The Statutory Auditors

PricewaterhouseCoopers Audit Mazars François Jaumain Isabelle Massa

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5.3 COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

The compensation of the members of the Management Board, as well as that of the members of the Supervisory Board, is determined by the Supervisory Board on recommendation of the Compensation and Nominations Committee. In its analysis and proposals to the Supervisory Board, the Compensation and Nominations Committee pays particular attention to comply with the recommendations of the AFEP-MEDEF Code.

5.3.1 Compensation of the members of the Management Board

5.3.1.1 Compensation principles of the FIXED COMPENSATION 05 members of the Management Board The fixed compensation for each of the members of the The compensation of the members of the Management Board Management Board reflects the responsibility that they takes into account the principles of comprehensiveness, assume and their respective expertise is consistent and takes balance, comparability, coherence, intelligibility and measure, into account the attractiveness of this compensation against in accordance with the recommendations of the AFEP-MEDEF the market. This compensation was adjusted in 2016 for Code. Mrs. Caroline Parot and Mr. Fabrizio Ruggiero and adjusted in 2017 for Mr. Fabrizio Ruggiero and Mr. Kenneth McCall. All elements of the compensation of the members of the Management Board are examined and decided each year As indicated above, two studies, conducted in 2016 and then by the Supervisory Board, on recommendation of the in 2017 by an independent fi rm specializing in compensation Compensation and Nominations Committee taking into analyses helped to determine all of the components account the responsibilities of members, performance, comprising the compensation package for the members of the applicable regulations, the recommendations of the AFEP- Management Board. Indeed, a discrepancy existed between MEDEF Code and market practices. To this end, in 2016 the the (fi xed and variable) compensation for the previous years Supervisory Board commissioned an independent fi rm to carry and those resulting from the market analysis. out a comparative study of the compensation of the members A review of the fixed compensation for members of the of the Management Board. The fi ndings of this study revealed Management Board is, in the same way as all elements no inconsistency as regards the compensation policy applied of compensation for members of the Management by the Company to its corporate offi cers. Board, conducted annually by the Supervisory Board on During the first quarter of 2017, the Compensation and recommendation of the Compensation and Nominations Nominations Committee asked this independent fi rm to conduct Committee . The frequency of the changes in the fixed a new comparative study on the compensation of members of compensation of each of the members of the Management the Management Board (for more information the results of this Board will depend on any differences that may be noted at study and the consequences on the 2017 compensation policy, the beginning of each fi scal year between the responsibilities please see Section 5.3.1.5 “Compensation policy in 2017” of assumed and the respective expertise of each of the this Registration Document). members of the Management Board on the one hand, and the market analyses on the other. The Supervisory Board did not decide to change the fixed compensation for the COMPENSATION STRUCTURE members of the Management Board annually. If that should The compensation of each member of the Management Board be the case, the change would be moderate and would comprises the following elements: respect the principle of consistency, in accordance with the AFEP-MEDEF Code recommendations. Refer to the a annual fixed compensation payable over a period of paragraphs in (A) of Section 5.3.1.2 “Compensation of 12 months; members of the Management Board in respect of FY 2016” of a annual variable compensation expressed as a percentage of this Registration Document for more information on the 2016 the annual fi xed compensation; fi xed compensation for the members of the Management Board and paragraph (A) of Section 5.3.1.5 “Compensation policy in a performance share grants, where appropriate; 2017” for more information on the 2017 fi xed compensation a benefi ts in kind; and for the members of the Management Board. a possible exceptional compensation.

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ANNUAL VARIABLE COMPENSATION 5.3.1.2 Compensation mix of members The annual variable compensation of the members of the of the Management Board in respect Management Board is aimed at involving them in to the of FY 2016 Group’ s performance. In accordance with the AFEP-MEDEF Code, the variable compensation of each of the members SHAREHOLDERS’ OPINION ON COMPONENTS OF of the Management Board corresponds to a percentage of COMPENSATION DUE OR AWARDED TO MEMBERS their fi xed compensation. Annual variable compensation of OF THE MANAGEMENT BOARD IN RESPECT OF the members of the Management Board is intended to take 2016 into account their individual performances and the Company’s Components of compensation due or awarded to members performance and is based on qualitative and quantitative of the Management Board in respect of 2016 as presented performance criteria set individually for each member of the in Section 5.3.1.2 of this Registration Document will, in Management Board. The analysis of performance based on application of the recommendations of Sections 26.1 and 26.2 diverse predetermined criteria is assessed in relation to the of the AFEP MEDEF Code, be submitted to the Shareholders Company’s objectives, shareholders’ interests and additionally, for opinion at the Company’s Shareholders’ Meeting on May implementation of the Company’s strategy. Refer to the 10, 2017, as set out in the 12th to 14th resolutions. paragraphs in (B) of Section 5.3.1.2 for more information on the 2016 fi xed compensation for the members of the Management Board and the paragraphs in (B) of Section 5.3.1.5 for more (A) 2016 FIXED COMPENSATION OF MEMBERS information on the 2017 fi xed compensation for the members OF THE MANAGEMENT BOARD of the Management Board. The annual fixed compensation of the members of the Management Board for 2016 was decided by the Supervisory LONG-TERM COMPENSATION: PERFORMANCE Board at its meetings of February 24 and March 11, 2016, SHARES upon proposals made by the Compensation and Nominations Committee on February 18 and March 4, 2016. The new In accordance with the compensation policy set out above, annual fi xed compensation for Caroline Parot following her the Group wishes to involve the members of the Management appointment as CEO was approved by the Supervisory Board and employees in the Group’s performance through the Board on November 23, 2016, on the recommendation of the granting of performance shares. These grants in particular align Compensation and Nominations Committee of November 22, the shareholders’ interests with those of management. Refer 2016. to Sections 5.3.1.3 for more information on the granting of performance shares to members of the Management Board in The annual fixed compensation of Philippe Germond and 2015 and to the paragraphs in (C) of Section 5.3.1.5 for more that of Kenneth McCall in respect of the 2016 fi scal year was information on the granting of performance shares to members renewed under identical terms and conditions to those applied of the Management Board in 2017. in 2015. The annual fi xed compensation of Fabrizio Ruggiero in respect EXCEPTIONAL COMPENSATION of the 2016 fi scal year, the amount of which was €214,615 V ery specifi c circumstances (for example, their importance in 2015, was increased to €280,000 effective January 1, for the Company, the involvement that they require or the 2016, in consideration particularly of his new responsibilities diffi culties that they present) could give rise to exceptional for the Mobility and Marketing activities within the Group, compensation allocated to the members of the Management as well as the conclusions of the market study carried out Board. The allocation of exceptional compensation would by the Company. This represents an increase of 30.40% on be exceptional, substantiated and recommended by the his annual fi xed compensation compared to his annual fi xed Compensation and Nominations Committee and then decided compensation received for 2015. Supervisory Board. The annual fixed compensation of Caroline Parot was The amounts corresponding to compensation granted in increased by around 51% following her appointment as CEO 2016 to each of the members of the Management Board are on November 23, 2016.This increase was decided by the indicated in Section 5.3.3 “Summary of the compensation and Supervisory Board upon recommendation of the Compensation benefits of corporate officers” of this Registration Document. Committee dated November 23, 2016, in consideration for her new responsibilities as CEO. The annual fi xed compensation due and paid to the members of the Management Board for 2016 is detailed below: a as Group Chief Financial Officer, under an employment agreement concluded with the Company on February 25, 2011 (as amended on March 12, 2012), Caroline Parot received fi xed compensation of €311,674 for the period

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from January 1, 2016 to November 30, 2016. Caroline (B) 2016 VARIABLE COMPENSATION OF Parot resigned from her salaried positions following MEMBERS OF THE MANAGEMENT BOARD her appointment as CEO on November 23, 3016, and is therefore no longer bound to the Company by an DESCRIPTION OF THE COMPOSITION OF THE ANNUAL VARIABLE employment agreement since this date. From January 1 to COMPENSATION November 23, 2016, Caroline Parot received no separate The principles and criteria of the annual variable compensation annual fi xed compensation for her role as member of the (hereafter the “Annual Variable Compensation”) of the Management Board. Chairman and the other members of the Management Board are Following her appointment as CEO , the amount of annual determined and reviewed every year by the Supervisory Board, fi xed compensation for Caroline Parot in her position as CEO on a recommendation of the Compensation and Nominations was set by the Supervisory Board on November 23, 2016 Committee , in compliance with the applicable legal provisions at €510,000 (prorata temporis as from December 1, 2016). and the recommendations of the AFEP-MEDEF Code. Annual For the period from December 1 to 31, 2016, Caroline Parot Variable Compensation is expressed as a percentage of annual thus received an amount of €28,334 for her role as CEO. A fi xed compensation. corporate offi cer agreement was signed between Caroline The “Target Variable Compensation” of a member of the Parot and the Company on December 22, 2016. Management Board corresponds to achievement of 100% of The total annual fi xed compensation received by Caroline the objectives set on quantitative and qualitative criteria defi ned Parot in respect of 2016 amounts to €340,008. annually by the Supervisory Board and represents 100% of the fi xed annual compensation. 05 a in his position as Chairman of the Management Board from January 1 to November 23, 2016, Philippe Germond Each quantitative criterion is defi ned with three performance received annual fi xed compensation of €550,000 on the levels that enable its degree of achievement to be assessed: basis of annual fi xed compensation of €600,000, unchanged minimum, target and maximum. The degree of achievement from 2015. As regards the fi nancial terms and conditions of the objectives relating to each quantitative criterion is relating to the termination of Philippe Germond’s position calculated by linear interpolation between the levels set. At the as Chairman of the Management Board, as decided beginning of the year, the performance levels of each objective by the Supervisory Board on November 23, 2016, see (by criterion) are reviewed and approved by the Supervisory Section 5.3.1.8 below. Board, on the proposal of the Compensation and Nominations Committee . a as Managing Director, under an employment agreement concluded with the company Europcar Group UK Limited, The first stage in the calculation of Annual Variable an operating subsidiary of the Group in the United Kingdom, Compensation consists in determining the degree to which Kenneth McCall received fi xed compensation of €228,653 the objectives for each of the qualitative and quantitative for the period from January 1 to July 22, 2016. Following his criteria have been achieved (hereafter the “Basic Variable appointment as Deputy CEO - Countries and Operations on Compensation”), This Basic Variable Compensation is then July 22, 2016, Kenneth McCall received fi xed compensation adjusted upward or downward via the use of a multiplying of €180,457 for the period from July 23 to December 31, coeffi cient based on the degree of achievement by the Group 2016. of the quantitative annual customer recommendation target, the Net Promoter Score. Kenneth McCall received total annual fi xed compensation of €409,110 in respect of the 2016 fscal year. The qualitative performance criteria and the weighting to be applied to the quantitative criteria are set individually, in a a as Managing Director, under an employment agreement precise and objective manner, for the Chairman and each of concluded with the company Europcar Italia S.p.A., an the other members of the Management Board. operating subsidiary of the Group in Italy, Fabrizio Ruggiero received fi xed compensation of €145,343 for the period from On March 11, 2016, the Supervisory Board, on a proposal January 1 to July 22, 2016. Following his appointment as made by the Compensation and Nominations Committee on Deputy CEO - Sales, Marketing, Customers & InterRent on March 4, 2016, set the conditions for determining the Annual July 22, 2016, Fabrizio Ruggiero received fi xed compensation Variable Compensation of the members of the Management of €136,309 for the period from July 23 to December 31, Board and defi ned a new weighting of the quantitative and 2016. qualitative criteria applicable for 2016. Fabrizio Ruggiero received total annual fi xed compensation Accordingly, for fiscal year 2016, the Basic Variable of €281,652 in respect of the 2016 fi scal year. Compensation of the Chairman of the Management Board as well as that of the other members of the Management Board may vary between 0% and 135% of the annual fi xed compensation depending on the degree of achievement of the objectives set for the quantitative and qualitative criteria. After applying the coeffi cient linked to the Net Promoter Score, the Annual Variable Compensation can reach up to a maximum of 155% of the annual fi xed compensation.

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Following the reorganization of the Group and the defi nition, on the degree to which the objectives for this criterion within this framework, of specific areas of responsibility are achieved, within the Group attributed to each of the members of the (iii) to consolidated net profi t: this criterion represents 15% of Management Board, the qualitative criteria for the Basic Variable his Target Variable Compensation and may vary between Compensation of Philippe Germond and Caroline Parot, as well 0 and 22.5% of his annual fi xed compensation depending as the qualitative and quantitative criteria of the Basic Variable on the degree to which the objectives for this criterion are Compensation of Kenneth McCall and Fabrizio Ruggiero, were achieved; modifi ed by the Supervisory Board at its meeting of July 22, 2016, on recommendations made by the Compensation and a for Caroline Parot, the quantitative criteria are linked: Nominations Committee on June 15 and July 18, 2016. (i) to Group EBITDA: this criterion represents 40% of her The respective areas of responsibility of Kenneth McCall and Target Variable Compensation and may vary between 0 Fabrizio Ruggiero, who until then shouldered, in addition to their and 60% of her annual fi xed compensation depending mandates as members of the Management Board, the duties as on the degree to which the objectives for this criterion Managing Director of Europcar Group UK Limited and Europcar are achieved, Italia S.p.A, respectively, were refocused mainly on their new (ii) to revenue (Top Line): this criterion represents 15% of her duties at Group level. Kenneth McCall and Fabrizio Ruggiero Target Variable Compensation and may vary between 0 terminated their respective mandates as Managing Director of and 22.5% of her annual fi xed compensation depending Europcar Group UK Limited and Managing Director of Europcar on the degree to which the objectives for this criterion are Italia S.p.A. The weighting of the quantitative criteria in their achieved, and Basic Variable Compensation on the basis of Group EBITDA and Country EBITDA was modifi ed accordingly in order to increase (iii) to consolidated net profi t: this criterion represents 15% the weight of the Group EBITDA criterion, as outlined below in of her Target Variable Compensation and may vary the tables on page 315 of this Registration Document. between 0 and 22.5% of her annual fi xed compensation depending on the degree to which the objectives for this Furthermore, on November 23, 2016, the Supervisory Board, criterion are achieved; on a recommendation made by the Compensation and Nomina- tions Committee on November 22, 2016, decided not to modify a for Kenneth McCall and Fabrizio Ruggiero, the quantitative the structure of Caroline Parot’s Annual Variable Compensation criteria are linked: for the fi scal year 2016, following her appointment as CEO . (i) to Group EBITDA: this criterion represents 20% of their DESCRIPTION OF THE QUALITATIVE CRITERIA Target Variable Compensation and may vary between 0 and 30% of their annual fi xed compensation depending The qualitative criteria were established and defi ned individually on the degree to which the objectives relating to this and precisely for each member of the Management Board. As criterion are achieved, for the period from January 1 these criteria are directly linked to the Group’s strategy, they to July 22, 2016, and 30% of their Target Variable cannot be disclosed for reasons of confi dentiality. Compensation and between 0 and 45% of their annual For the fi scal year 2016, the qualitative criteria of the Basic fi xed compensation depending on the degree to which Variable Compensation of the Chairman and those of the Basic the objectives relating to this criterion are achieved for Variable Compensation of the members of the Management the period between July 22 and December 31, 2016, Board may vary from 0 to 30% of the annual fi xed compensation (ii) to Country EBITDA: this criterion represents 20% of their depending on the degree of achievement of their individual Target Variable Compensation and may vary between 0 objectives. and 30% of their annual fi xed compensation depending on the degree to which the objectives relating to this DESCRIPTION OF THE QUANTITATIVE CRITERIA criterion are achieved for the period from January 1 The quantitative criteria for the Chairman of the Management to July 22, 2016, and 10% of their Target Variable Board and the other members of the Management Board, Compensation and between 0 and 15% of their annual as detailed below, represent 70% of the Target Variable fi xed compensation depending on the degree to which Compensation, and may vary between 0 and 105% of the objectives relating to this criterion are achieved for the annual fixed compensation, depending on the degree of period between July 22 and December 31, 2016, achievement of the objectives for each criterion, as set out (iii) to revenue (Top Line): this criterion represents 15% of their below: Target Variable Compensation and may vary between 0 a for Philippe Germond, the quantitative criteria are linked: and 22.5% of their annual fi xed compensation depending on the degree to which objectives relating to this criterion (i) to Group EBITDA: this criterion represents 40% of his Target are achieved, and Variable Compensation and may vary between 0 and 60% of his annual fi xed compensation depending on the degree (iv) to consolidated net profi t: this criterion represents 15% to which the objectives for this criterion are achieved, of their Target Variable Compensation and may vary between 0 and 22.5% of their annual fi xed compensation (ii) to revenue (Top Line): this criterion represents 15% of his depending on the degree to which objectives relating to Target Variable Compensation and may vary between 0 this criterion are achieved. and 22.5% of his annual fi xed compensation depending

314 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

WEIGHTING OF THE QUALITATIVE AND QUANTITATIVE CRITERIA IN 2016

Qualitative and quantitative criteria from January 1 to July 22, 2016 (Decided by the Supervisory Board on March 11, 2016)

Philippe Germond Caroline Parot Kenneth McCall Fabrizio Ruggiero Weighting Weighting Weighting Weighting Weighting resulting Weighting resulting Weighting resulting Weighting resulting Weighting in the from the Weighting in the from the Weighting in the from the Weighting in the from the in the event degree of in the event degree of in the event degree of in the event degree of event that that the achieve- event that that the achieve- event that that the achieve- event that that the achieve- the target maximum ment the target maximum ment the target maximum ment the target maximum ment level of level of of the level of level of of the level of level of of the level of level of of the criteria is criteria is objectives criteria is criteria is objectives criteria is criteria is objectives criteria is criteria is objectives Criteria reached reached in 2016 reached reached in 2016 reached reached in 2016 reached reached in 2016 Qualitative criteria 30% 30% 30% 30% 30% 28.5% 30% 30% 28.5% 30% 30% 28.5% Group EBITDA 40% 60% N/A 40% 60% 9.4% 20% 30% 4.7% 20% 30% 4.7% Country EBITDA N/A N/A N/A N/A N/A N/A 20% 30% 3.8% 20% 30% 29.7% Revenue 15% 22.5% N/A 15% 22.5% 7.9% 15% 22.5% 7.9% 15% 22.5% 7.9% Consolidated net proﬁ t 15% 22.5% N/A 15% 22.5% 15.8% 15% 22.5% 15.8% 15% 22.5% 15.8%

TOTAL BEFORE APPLYING THE COEFFICIENT 05 ASSOCIATED WITH THE NET PROMOTER SCORE 100% 135% 30% 100% 135% 61.6% 100% 135% 60.7% 100% 135% 86.6%

TOTAL AFTER APPLYING THE NET PROMOTER SCORE MAXIMUM COEFFICIENT 115% 155% N/A 115% 155% N/A 115% 155% N/A 115% 155% N/A

TOTAL AFTER APPLYING THE 2016 COEFFICIENT ASSOCIATED WITH THE NET PROMOTER SCORE - - N/A - - 65.3% - - 64.3% - - 91.8%

Qualitative and quantitative criteria from July 23, 2016 to December 31, 2016 (Decided by the Supervisory Board on July 22, 2016)

Philippe Germond Caroline Parot Kenneth McCall Fabrizio Ruggiero Weighting Weighting Weighting Weighting Weighting resulting Weighting resulting Weighting resulting Weighting resulting Weighting in the from the Weighting in the from the Weighting in the from the Weighting in the from the in the event degree of in the event degree of in the event degree of in the event degree of event that that the achieve- event that that the achieve- event that that the achieve- event that that the achieve- the target maximum ment the target maximum ment the target maximum ment the target maximum ment level of level of of the level of level of of the level of level of of the level of level of of the criteria is criteria is objectives criteria is criteria is objectives criteria is criteria is objectives criteria is criteria is objectives Criteria reached reached in 2016 reached reached in 2016 reached reached in 2016 reached reached in 2016 Qualitative criteria 30% 30% 30% 30% 30% 28.5% 30% 30% 28.5% 30% 30% 28.5% Group EBITDA 40% 60% N/A 40% 60% 9.4% 30% 45% 7% 30% 45% 7% Country EBITDA N/A N/A N/A N/A N/A N/A 10% 15% 1.9% 10% 15% 14.9% Revenue 15% 22.5% N/A 15% 22.5% 7.9% 15% 22.5% 7.9% 15% 22.5% 7.9% Consolidated net proﬁ t 15% 22.5% N/A 15% 22.5% 15.8% 15% 22.5% 15.8% 15% 22.5% 15.8%

TOTAL BEFORE APPLYING THE COEFFICIENT ASSOCIATED WITH THE NET PROMOTER SCORE 100% 135% 30% 100% 135% 61.6% 100% 135% 61.1% 100% 135% 74.1%

TOTAL AFTER APPLYING THE NET PROMOTER SCORE MAXIMUM COEFFICIENT 115% 155% N/A 115% 155% N/A 115% 155% N/A 115% 155% N/A

TOTAL AFTER APPLYING THE 2016 COEFFICIENT ASSOCIATED WITH THE NET PROMOTER SCORE - - N/A - - 65.3% - - 64.8% - - 78.5%

EUROPCAR REGISTRATION DOCUMENT 2016 315 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

APPLICATION OF A MULTIPLIER BASED ON THE ACHIEVEMENT DETERMINATION OF THE ANNUAL VARIABLE COMPENSATION IN BY THE GROUP OF A RECOMMENDATION RATE RESPECT OF THE 2016 FISCAL YEAR For all of the members of the Management Board, including its On February 24, 2017, the Supervisory Board, on the Chairman, in the event the Group improves the Net Promoter recommendation of the Compensation and Nominations Score by more than 10%, a maximum multiplier of 1.15x is Committee on February 22, 2017, (i) assessed and approved applied to the Basic Variable Portion, making it possible for the level of achievement of the quantitative and qualitative their Annual Variable Compensation to reach up to 155% of criteria objectives for 2016 for each member of the the annual fi xed compensation. Conversely, in the event that Management Board, as presented in the table below (ii) noted the Net Promoter Score is unsatisfactory and below 10%, the the Group’s Net Promoter Score for the fi scal year 2016, then minimum multiplier of 0.85x will be applied to the Basic Variable (ii) set the Annual Variable Compensation after application of Portion. The multiplier is calculated by linear interpolation the multiplier coeffi cient related to the level of the Net Promoter between the endpoints 0.85-1.15 on the basis of the change Score achieved. in the NPS within the interval -10%/+10%.

Degree of achievement of the objectives Criteria Caroline Parot Kenneth McCall Fabrizio Ruggiero Qualitative criteria 95% 95% 95% Group EBITDA 24 % 24% 24% Country EBITDA N/A 19% 149% Revenue 53% 53% 53% Consolidated net proﬁ t 106 % 106% 106%

TOTAL BEFORE APPLYING THE COEFFICIENT ASSOCIATED WITH THE NET PROMOTER SCORE 61. 6 %60. 8 % 80. 9%

TOTAL AFTER APPLYING THE 2016 COEFFICIENT ASSOCIATED WITH THE NET PROMOTER SCORE 65. 3% 64. 4% 85. 6%

The variable compensation due to Caroline Parot for the the date he left the Company, November 23, 2016, no amount 2016 fi scal year is €230,964 including €203,248 for the is due to him in this respect for the 2016 fi scal year. period January 1 through November 30, 2016 and €27,716 The amounts corresponding to 2016 compensation for for December 1 through 31, 2016. members of the Management Board are detailed in the tables The variable compensation due to Kenneth McCall for the in Section 5.3.3 “Summary of the compensation and benefits 2016 fi scal year is €230,476 including €128,093 for the period of corporate officers” of this Registration Document. January 1 through July 22, 2016 and €102,383 for July 23 through December 31, 2016. (C) EXCEPTIONAL BONUS The variable compensation due to Fabrizio Ruggiero for the An exceptional bonus was granted on June 25, 2015 by the 2016 fi scal year is €239,636 including €142,755 for the period Supervisory Board to certain employees and corporate offi cers January 1 through July 22, 2016 and €96,881 for July 23 of the Group as a result of the listing of the Company’s shares through December 31, 2016. for trading on the Euronext Paris regulated market, including, for a maximum overall amount of €3.8 million, to the members The variable compensation due to Philippe Germond at of the Management Board, in accordance with the following December 5, 2016, for the 2016 fiscal year is €180,000, conditions: 50% of these amounts were acquired and paid on corresponding to 30% of the base variable compensation, i.e. the day of listing of the Company’s shares on Euronext Paris; the achievement of 100% of the qualitative criteria determining the remaining 50% were paid on the fi rst anniversary of the the payment of variable compensation. The achievement of listing, on June 26, 2016, subject to the person remaining within these qualitative criteria was assessed by the Supervisory the Group at such date. Board on November 23, 2016 upon recommendation of the Compensation and Nominations Committee. As the thresholds For the amounts of exceptional bonus granted and paid to each set for the objectives relating to each quantitative criterion member of the Management Board, please see Table No. 2 in in respect of the 2016 fiscal year determining the variable Section 5.3.3 “Summary of the compensation and benefits of compensation for Philippe Germond had not been attained on corporate officers” of this Registration Document.

316 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

(D) BENEFITS IN KIND IN 2016 For further information on the number and amounts of the free shares granted to the members of the Management The CEO is provided with a company car, health and provident Board under the AGA Top 13 Plan, please see Section 5.3.3 insurance and an annual health check. The other members “Summary of the compensation and benefits of corporate of the Management Board are provided with a company car officers”, Table 10 of this Registration Document. and an annual health check. Fabrizio Ruggiero is provided with accommodation in Paris by the Company. As regards the performance shares granted to Philippe Germond, 128,979 performance shares were granted to him on June 25, 2015 under the AGA Top 13 Plan (Tranche 1): 5.3.1.3 Performance share grants in 2015 a 64,488 shares will vest on June 25, 2017, as a result of Following the listing of the Company’s shares for trading the performance criteria linked to the results for the 2015 on the Euronext Paris regulated market, on June 25, 2015, fi scal year having been met and the condition of presence, the Supervisory Board decided to implement a free share in accordance with the provisions of the general regulations grant plan in favor of the members of the Group’s Executive of the AGA Top 13 Plan of June 25, 2015, having been Committee (the “AGA Top 13 Plan”). Vesting of these free lifted, pursuant to a decision by the Supervisory Board on shares, following vesting periods of two years for Tranche 1 November 23, 2016; and three years for Tranche 2, is subject to the benefi ciary’s a Philippe Germond lost his rights to the other 64,491 continued employment within the Group on June 25, 2017 performance shares granted on June 25, 2015, following (this will no longer apply to Tranche 2 shares from this the termination of his duties. 05 date), and the achievement of the following performance conditions: Furthermore, Philippe Germond lost his rights to the 193,469 performance shares granted on June 25, 2015 under the a with respect to the fi scal years ended December 31, 2015 AGA Top 13 Plan (Tranche 2) following the termination of and 2016, performance conditions related to Adjusted his duties. Corporate EBITDA (relating to Tranche 1 of the AGA Top 13 Plan); and Each benefi ciary of the AGA Top 13 Plan has made a personal commitment not to resort to the use of hedging instruments a with respect to the fi scal year ended December 31, 2017, prior to the end of the share retention period provided for performance conditions related to (i) Adjusted Corporate under the terms of said plan. To the best of the Company’s EBITDA and (ii) movements in the Company’s stock price knowledge, no hedging instruments have been set up as at as compared with movements in the SBF 120 (relating to the date of this Registration Document. Tranche 2 of the AGA Top 13 Plan). Furthermore, following the vesting period the free shares must be held for a period of two years. 5.3.1.4 Performance share grants in 2016 Pursuant to Article L. 225-197-1 II of the French Commercial No performance shares were granted in 2016. Code: (i) the Chairman of the Management Board shall retain a 5.3.1.5 Compensation policy in 2017 number of free shares equal to the lesser of (i) one-third of the shares granted and (ii) a number of free shares The components of 2017 compensation follow the principles awarded under the regulations of said plan or any another described in Section 5.3.1.1 “Compensation principles of share plan representing an amount equivalent to three the members of the Management Board” of this Registration (3) times the amount of his annual fi xed compensation, Document. During the fi rst quarter of 2017, the Compensation bearing in mind that the Chairman of the Management and Nominations Committee commissioned an independent Board shall be required in all cases to retain a minimum fi rm to carry out a comparative study of the compensation of of one granted share until he leaves offi ce; and the members of the Management Board. The results of this study highlighted the importance of positioning each element (ii) the other members of the Management Board shall each of compensation of members of the Management Board in be required to retain a number of free shares equal to relation to market practices and, to do so, the need to adjust the lesser of (i) one-third of the shares granted and (ii) a the fi xed compensation of certain members and to supplement number of free shares granted under the regulations of the annual fi xed and variable compensation of each member said plan, or under any another share plan, representing of the Management Board with the annual allocation of an amount equivalent to one (1) times the amount of their performance shares. respective annual fi xed compensation, bearing in mind that the Managing Directors shall in all cases be required Accordingly, the compensation for each member of the to retain a minimum of one granted share until they leave Management Board in 2017, as decided by the Supervisory offi ce. Board at its meeting on February 24, 2017, would comprise the following components : a annual fixed compensation payable over a period of 12 months;

EUROPCAR REGISTRATION DOCUMENT 2016 317 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

a annual variable compensation expressed as a percentage of March 1, 2017, in view of his role as Deputy CEO – Corporate the annual fi xed compensation; Countries and Group Operations from July 22, 2016 and in light of the fi ndings of the comparative study of practices in a performance share grants; this respect, conducted by the independent fi rm Willis Towers a benefi ts in kind; and Watson. This represents an increase of 10.54% on his annual fi xed compensation compared to his previous annual fi xed a in very specifi c circumstances, an exceptional compensation compensation. may be granted . The annual fixed compensation for the 2017 fiscal year The Target Variable Compensation of each of the members of for Fabrizio Ruggiero, which in 2016 was €280,000, was the Management Board corresponds to 100% of the amount reassessed at €370,000 effective March 1, 2017, in view, in of his or her annual fi xed compensation, it being specifi ed that particular, of his role as Deputy CEO – Sales, Marketing, Group their Annual Variable Compensation may reach, after applying Customers and InterRent from July 22, 2016 and in light of the the maximum coeffi cient associated with the Net Promoter fi ndings of the study conducted by the independent fi rm Willis Score, 155% of their annual fi xed compensation. Moreover, Towers Watson. This represents an increase of 32.40% on his the number of performance shares awarded in 2017 to each annual fi xed compensation compared to his previous annual member of the Management Board corresponds to 150% of fi xed compensation. his or her annual fi xed compensation. Accordingly, the annual and multiannual variable compensation for a member of the Management Board for the 2017 fi scal year shall not exceed (B) VARIABLE COMPENSATION OF 305% of his or her annual fi xed compensation. THE MEMBERS OF THE MANAGEMENT BOARD IN 2017

SHAREHOLDERS’ APPROVAL OF DESCRIPTION OF THE COMPONENTS OF ANNUAL VARIABLE THE COMPENSATION POLICY FOR MEMBERS COMPENSATION OF THE MANAGEMENT BOARD The principles and criteria of the annual variable compensation In application of the laws and regulations in force on the (hereafter, the “Annual Variable Compensation”) of the date of this Registration Document, under the terms of the CEO and the other members of the Management Board are sixteenth resolution, the principles and criteria for determining, determined and reviewed every year by the Supervisory Board, distributing and granting the fi xed, variable and exceptional on the recommendation of the Compensation and Nominations elements comprising the total compensation and benefi ts of Committee , in compliance with the applicable legal provisions any kind to be granted to the members of the Management and the recommendations of the AFEP-MEDEF Code. The Board, as described in Section 5.3.1.5 of this Registration Supervisory Board on February 24, 2017 and March 13, 2017, Document, shall be submitted to the General Shareholders’ upon recommendation of the Compensation and Nominations Meeting on May 10, 2017 for approval. Moreover, payment of Committee that met on February 22, 2017 and March 8, 2017, the variable and exceptional elements of compensation granted decided to renew the principles implemented in 2016 and to each member of the Management Board for 2017 shall be adopt the qualitative and quantitative criteria applicable for made subject to approval by the General Shareholders’ Meeting 2017, as described below. called in 2018 to approve the Company’s fi nancial statements for the fi scal year ended December 31, 2017. The Annual Variable Compensation is expressed as a percentage of the annual fi xed compensation. The Supervisory Board on February 24, 2017 determined, upon proposal from the Compensation and Nominations Committee The “Target Variable Compensation” of a member of the the principles and criteria for determining, distribution and Management Board corresponds to achievement of 100% of allocation of the fi xed, variable and exceptional components the objectives set on quantitative and qualitative criteria defi ned comprising the total compensation and benefi ts of any kind by the Supervisory Board and represents 100% of the annual attributable to the members of the Management Board, for the fi xed compensation. 2017 fi scal year, as follows: Each quantitative criterion is described with three performance levels that enable its degree of achievement to be assessed: (A) FIXED COMPENSATION OF MEMBERS minimum, target and maximum. The performance levels for OF THE MANAGEMENT BOARD IN 2017 each quantitative criterion were examined and approved by the Supervisory Board on February 24, 2017, upon The annual fixed compensation for Caroline Parot, having recommendation of the Compensation and Nominations been revised upwards following her appointment as CEO Committee on February 22, 2017. The degree of achievement on November 23, 2016, was renewed at the same level, i.e. of each criterion shall be approved by the Supervisory Board €510,000 for fi scal year 2017. upon recommendation of the Compensation and Nominations The annual fi xed compensation for the 2017 fi scal year for Committee during examination of the 2017 fi nancial statements, Kenneth McCall, which in 2016 amounted to 294,000 pounds with linear interpolation between the defi ned levels. sterling, was reassessed at 325,000 pounds sterling effective

318 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

The fi rst step in calculating the Annual Variable Compensation members of the Management Board will represent 30% of their shall consist in determining the degree to which the objectives Target Variable Compensation and may vary from 0% to 30% relating to the qualitative and quantitative performance criteria based on the degree to which the objectives relating to of these are achieved (hereafter, the “Basic Variable Portion”). criteria are achieved. This Basic Variable Portion is then adjusted upwards or downwards by applying a multiplier based on the degree of DESCRIPTION OF THE QUANTITATIVE CRITERIA achievement by the Group of the quantitative annual customer Taking into account the effective implementation of the new recommendation target, the Net Promoter Score of the Group. organizational model focused on fi ve Business Units and the For the fi scal year 2017, the Basic Variable Portion of the replacement of Kenneth McCall and Fabrizio Ruggiero in their Chairperson and the other members of the Management previous roles as Managing Directors of Corporate Countries, Board may vary between 0% and 135% of their annual namely Europcar Group UK and Europcar Italia S.p.A. fixed compensation depending on the degree to which respectively, the Supervisory Board decided to apply identical objectives relating to the quantitative and qualitative criteria quantitative criteria for all of the members of the Management set by the Supervisory Board are achieved. After applying Board. the coeffi cient linked to the Net Promoter Score, their Annual The quantitative criteria and their weighting for the Chairperson Variable Compensation can reach up to a maximum of 155% and the other members of the Management Board, as detailed of their annual fi xed compensation. below, will represent 70% of their Target Variable Compensation, The qualitative performance criteria are set individually, in a and may vary between 0% and 105% of the annual fixed 05 precise and objective manner, for the Chairperson and each compensation depending on the degree of achievement of of the other members of the Management Board. Moreover, the objectives relating to these criteria: the Supervisory Board also decided to renew the weighting (i) Group EBITDA, this criterion represents 40% of the Target of the quantitative criteria applicable in 2017, under identical Variable Compensation and may vary between 0% and terms and conditions to those applicable since July 22, 2016. 60% of the annual fi xed compensation depending on the degree to which this criterion is achieved; DESCRIPTION OF THE QUALITATIVE CRITERIA (ii) revenue (Top Line), this criterion represents 15% of the The qualitative criteria were established and defi ned individually Target Variable Compensation and may vary between 0% and precisely for each member of the Management Board and 22.5% of the annual fi xed compensation depending by the Supervisory Board on the recommendation of the on the degree to which this criterion is achieved; and Compensation and Nominations Committee. As these criteria are directly linked to the Group’s strategy, they cannot be (iii) consolidated net profi t, this criterion represents 15% of the disclosed for reasons of confi dentiality. Target Variable Compensation and may vary between 0% and 22.5% of the annual fi xed compensation depending With respect to fiscal year 2017, the qualitative criteria of on the degree to which this criterion is achieved. the Basic Variable Portion of the Chairperson and the other

WEIGHTING OF QUALITATIVE AND QUANTIATIVE CRITERIA APPLICABLE TO EACH MEMBER OF THE MANAGEMENT BOARD

2017 Qualitative and quantitative criteria

Weighting in the event that the Weighting in the event that the Criteria target level of criteria is reached maximum level of criteria is reached Qualitative criteria 30 % 30% Group EBITDA 40 % 60% Revenue 15% 22,5% Consolidated net proﬁ t 15 % 22,5%

TOTAL (BEFORE APPLYING THE NET PROMOTER SCORE) 100 %135%

TOTAL (IN THE EVENT OF APPLICATION OF THE MAXIMUM COEFFICIENT ASSOCIATED WITH THE NET PROMOTER SCORE) 115 % 155%

APPLICATION OF A MULTIPLIER BASED ON THE ACHIEVEMENT the annual ﬁ xed compensation. Conversely, in the event that BY THE GROUP OF A NET PROMOTER SCORE the Net Promoter Score is below 10%, a minimum multiplier of 0.85x will be applied to the Basic Variable Portion. Where For all the members of the Management Board, including its the Net Promoter Score is in the interval [-10% to +10%], Chairperson, in the event the Group improves the Net Promoter the multiplier is calculated by linear interpolation between the Score by more than 10%, a maximum multiplier of 1.15x will minimum and maximum endpoints [0.85-1.15]. be applied to the Basic Variable Portion, making it possible for their Annual Variable Compensation to reach up to 155% of

EUROPCAR REGISTRATION DOCUMENT 2016 319 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

(C) PERFORMANCE SHARE GRANTS IN 2017 achievement of the following performance conditions for the fi scal year ended December 31, 2017 and December 31, 2018, LEGAL FRAMEWORK performance conditions related to (i) Group EBITDA, (ii) revenue, The Shareholders’ Meeting on May 10, 2016, pursuant to and (iii) a relative TSR (Total Shareholder Return). its 12th resolution, authorized the Management Board to It is specifi ed that, as part of the effective implementation, since proceed, on one or more occasions, with free grants of existing January 1, 2017, of the new Group organization centered on or future shares (called performance shares) in favor of the fi ve Business Units, performance conditions for the AGA 2017 corporate offi cers and certain employees of the Company Plan have been modifi ed and defi ned over two fi scal years in and of related companies, under the conditions set out in order to provide an incentive and help motivate management Article L. 225-197-1 et seq. of the French Commercial Code. teams in the successful achievement of their tasks. The allocation of performance shares is conditional upon compliance with the performance criteria defi ned when the Furthermore, following the vesting period, when this is equal to budgets are constructed. 2 years, a one-year retention period is required for free shares. No retention period is required when the vesting period is equal PURPOSE OF THE PERFORMANCE SHARE ALLOCATION to 3 years. The purpose of the allocation of performance shares Pursuant to Article L. 225-197-1 II of the French Commercial is first of all to personally link the Company’s worldwide Code: management, in particular the corporate officers, with the (i) the Chairperson shall retain a number of free shares equal development of the Company’s value, by giving them a to the lesser of (i) one-third of the shares granted and (ii) stake in the Company’s ownership. It also makes it possible a number of free shares awarded under the regulations of to distinguish the contributing executives, through their said plan or any another share plan representing an amount particularly positive contribution to the Company’s results. equivalent to three (3) times the amount of her annual fi xed Lastly, it serves to increase the loyalty of the executives compensation, bearing in mind that the Chairperson of the whom the Company particularly values, especially those Management Board shall be required in all cases to retain a with strong potential. minimum of one granted share until she leaves offi ce; and PERFORMANCE SHARE ALLOCATION POLICY (ii) the Deputy CEOs of the Company shall each be required The allocation is differentiated based on (i) the benefi ciaries’ to retain a number of free shares equal to the lesser of (i) level of responsibility and contribution, (ii ) the assessment of one-third of the shares granted and (ii) a number of free their performance, (iii ) their results, and (iv) the assessment shares granted under the regulations of said plan, or under of their development potential. The persons eligible for an any another share plan, representing an amount equivalent allocation of performance shares are as follows: to two (2) times the amount of their respective annual fi xed compensation, bearing in mind that the Deputy CEOs shall a members of the Management Board; in all cases be required to retain a minimum of one granted a senior executives who are members of the Group’s Executive share until they leave offi ce. Committee and the heads of the Corporate Countries. They Please see Section 5.3.3 “Summary of the compensation and benefi t in principle from variable allocations, based on their benefits of corporate officers”, Table 11 of this Registration level of responsibility, performance and results. Certain Document for further information on the number and amounts executives may not be benefi ciaries; of the free shares granted to the members of the Management a other management benefi ciaries, who are most frequently Board under the AGA 2017 Plan. senior managers and managers with high potential for Each benefi ciary of the AGA 2017 Plan has made a personal professional or managerial development or expertise. commitment not to resort to the use of hedging instruments. To the Company’s knowledge, no hedging instruments were MECHANISM FOR THE 2017 ALLOCATION set up as of the date of this Registration Document. Consistent with the principles described in Section 5.3.1.1 of this Registration Document, the Supervisory Board meetings (D) BENEFITS IN KIND on February 24 and March 13, 2017 examined and authorized the setting up of a free share grant plan in favor of members For the 2017 fi scal year, the CEO is provided with a company of the Management Board, executive corporate offi cers and car, health/provident insurance, an annual health check and certain other managers of the Group (the “AGA 2017 Plan”). corporate offi cer unemployment insurance. The acquisition of these performance shares, following The other members of the Management Board are provided a vesting period of two years (or three years for non- with a company car and an annual health check. Fabrizio French residents), is subject to the benefi ciary’s continued Ruggiero is provided with accommodation in Paris by the employment with the Group on the vesting date, and the Company.

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5.3.1.6 Preferred shares In application of the provisions of Article L. 225-90-1 of the French Commercial Code, on November 23, 2016, Within the framework of the Company’s initial public offering, the Supervisory Board, upon recommendation of the the members of the Management Board, as well as certain Compensation and Nominations Committee, set the amount employee members of the Group’s Executive Committee, of the components of compensation and indemnities to be were allowed to subscribe and purchase class C and class D paid to Philippe Germond as a result of the termination of his preferred shares, within the meaning of Article L. 228-11 of the offi ce, in accordance with Philippe Germond’s corporate offi cer French Commercial Code, which may be converted according agreement, and authorized the payment thereof. to a ratio determined according to the Group’s performance. For a description of the characteristics of the class C and Taking into account the fulfi llment of the performance conditions class D preferred shares, please see Section 6.2.3.2 “Specific noted by the Supervisory Board, the amount of Philippe characteristics of preferred shares” of this Registration Germond’s severance payment was set at €1,100,000, or the Document. equivalent of 15.65 months of fi xed and variable compensation, calculated by linear interpolation based on the fi xed and variable compensation received for the last 12 months preceding his 5.3.1.7 Employment agreements effective departure. Philippe Germond was not bound to the Company by an Caroline Parot benefi ts, under the corporate offi cer agreement employment agreement during his mandate as Chairman of concluded with the Company on December 22, 2016, from the Management Board. severance compensation, the amount of which is a set amount, 05 fi xed at the amount of her annual fi xed compensation, in the Following her appointment as CEO by decision of the event of dismissal other than for serious or gross misconduct Supervisory Board on November 23, 2016, Caroline Parot prior to December 31, 2017 (inclusive). If the dismissal terminated her employment agreement as Group Chief Financial should occur from January 1, 2018 (inclusive), the amount Offi cer with the Company. Since November 23, 2016, Caroline of the severance compensation would be dependent on the Parot receives compensation only for her corporate offi cer role achievement of set targets relating to collective criteria, in as CEO . respect of variable compensation, and could reach a maximum Kenneth McCall holds an employment agreement with the of 18 months fi xed and variable compensation. Assessment of company Europcar Group UK Ltd dated October 27, 2011, the achievement of the targets relating to the assigned criteria as amended on March 16, 2015. is calculated either using the average of the last eight quarters ended (this rule applies from January 1, 2019) or using the Fabrizio Ruggiero holds an employment agreement with the average of quarters ended since January 1, 2017 (this rule company Europcar Italia S.p.A., as modifi ed by addendum applies from January 1, 2018 to December 31, 2018). dated December 1, 2016, which details the terms of his new position as Deputy CEO of the Group, responsible for the Kenneth McCall’s employment agreement does not set Group’s sales, marketing and customers, as well as InterRent. forth any indemnities in the event of termination of offi ce of Furthermore, a secondment contract signed between Europcar Deputy CEO and/or member of the Management Board of Italia S.p.A. and the Company dated August 1, 2016 sets out the Company. In the event of termination of Kenneth McCall’s the terms and conditions under which Fabrizio Ruggiero’s employment agreement at the initiative of Europcar Group assignments will be determined and rebilled. UK Ltd, the amount of indemnities that would be due to Mr. Kenneth McCall would be subject to the rules of English law and the employer would accordingly be required to respect 5.3.1.8 Compensation in the event of forced a paid notice period of at least 12 months, during which termination of offi ce Mr. Kenneth McCall’s fi xed and variable compensation would be paid to him. Under the provisions of a term sheet for the corporate offi cer agreement entered into between Philippe Germond and the Fabrizio Ruggiero’s employment agreement does not set Company on September 8, 2014 (“Philippe Germond’s forth any indemnities in the event of termination of offi ce of corporate offi cer agreement”), in case of removal of Philippe Deputy CEO and/or member of the Management Board of the Germond from offi ce, he could be allocated severance pay Company. In the event of termination of Fabrizio Ruggiero’s and the amount, as of the listing of the Company’s shares on employment agreement at the initiative of Europcar Italia Euronext Paris, would be conditional upon the degree to which S.p.A., the amount of indemnities that would be due to Fabrizio the objectives set for three quantitative objectives (consolidated Ruggiero would be subject to the rules of Italian law and the net income/(loss), revenue, Corporate EBITDA) had been provisions of the collective bargaining agreement applicable to achieved. In application of the terms of Philippe Germond’s Mr. Ruggiero’s employment agreement,; his employer would corporate offi cer agreement, these three quantitative objectives accordingly be required to respect a notice period, the length of had to be assessed over the last 12 months preceding the which is set by the applicable collective bargaining agreement, termination date of the duties, looking backwards from and which varies according to the employee’s length of October 31, 2016. service, i.e. between four and eight months at the date of this Registration Document, during which time Fabrizio Ruggiero’s fi xed and variable compensation would be paid to him.

EUROPCAR REGISTRATION DOCUMENT 2016 321 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

5.3.1.9 Compensation under a non-compete If the member were also to receive severance compensation (as clause described above), the combined non-compete and severance compensation would not exceed a ceiling corresponding In accordance with the terms of the corporate offi cer agreement to the annual fi xed and variable compensation paid to the of Philippe Germond, in the event that Mr. Germond were to be member during the two years preceding the departure. bound by a non-compete obligation at the time his position with the Company was terminated, he could be awarded an annual Each of the other members of the Management Board payment in that regard in an amount equal to three (3) months may be bound by a twelve-month non-compete obligation of gross compensation (based on his average compensation applicable as of the end date of their positions as members over the course of the 12 months preceding the termination). of the Management Board and of any other position exercised within the Group. In the event that this non- If he also received severance compensation (as described compete obligation is implemented, they shall benefi t from above), the combined non-compete compensation and non-compete indemnity equal to 50% of their annual fi xed severance compensation could not exceed a ceiling compensation, it being specified that any non-compete corresponding to the annual fi xed and variable compensation indemnity paid under a non-compete clause set forth in the paid to him during the two years preceding his departure. employment agreement for Kenneth McCall and Fabrizio On November 23, 2016, the Supervisory Board decided to Ruggiero shall be deducted from the aforementioned trigger Philippe Germond’s 12-month non-compete clause. non-compete indemnity of 50%. The total amount of the non-compete payment of €210,725 was determined in accordance with the terms and conditions 5.3.1.10 Supplemental pension plan of the Philippe Germond Agreement and corresponds to three months of fi xed and variable compensation, calculated on the No member of the Management Board benefits from a basis of the compensation received during the 12 months supplemental pension plan. preceding his actual departure. In the event that Caroline Parot would be bound by a non- 5.3.1.11 Corporate offi cer unemployment compete obligation, the duration of which would be 12 months, insurance at the time her position with the Company would be terminated, she would have the right to a non-compete payment in that The Company has subscribed corporate offi cer unemployment regard in an amount equal to 50% of her annual compensation insurance for Philippe Germond and Caroline Parot. (fi xed and variable) based on her average compensation over the course of the 12 months preceding the termination.

5.3.2 Compensation of members of the Supervisory Board

5.3.2.1 Compensation policy of the members a attendance fees, comprising a fi xed portion and a variable of the Supervisory Board portion, allocated to all Supervisory Board members and paid taking into account their actual participation in Supervisory The Company’s Legal Department conducted a comparative Board and Committee meetings; study of the compensation of the members of the Supervisory a Board, against the compensation policies implemented exceptional compensation that may be granted by the in companies comparable to the Company. The results Supervisory Board for specifi c assignments or mandates of this study did not indicate any inconsistency with the entrusted to them. compensation policy for members of the Supervisory Board. The Company’s Shareholders’ Meeting held on May 10, 2016 The compensation of the members of the Supervisory Board decided to allocate a total of €500,000 per year in attendance is examined and decided every year by the Supervisory Board fees to the members of the Supervisory Board until such time on recommendation of the Compensation and Nominations as the Meeting decides otherwise. Committee. It consists of: The Chairman of the Supervisory Board, as well as the a annual fi xed compensation allocated to the Chairman of the other members, receives no allocation of stock options or Supervisory Board in respect of his responsibilities; performance share grants, or severance compensation of any nature whatsoever.

322 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

5.3.2.2 2016 compensation for the members a effective participation in Audit Committee meetings or in of the Supervisory Board Compensation and Nominations Committee meetings: €1,652 per member of the committee with a supplement The Supervisory Board, at its meetings held on February 24 of 50% for the Chairman of the committee; and March 11, 2016, upon recommendations made by the Compensation and Nominations Committee on February 18 all up to the overall limit of €500,000 set by the Shareholders’ and March 4, 2016, decided: Meeting of May 10, 2016. a to grant Jean-Paul Bailly, for his role as Chairman of the Therefore, except for the Chairman of the Supervisory Board, Supervisory Board, an annual fixed compensation of where a member has an effective participation in 100% of €165,000, unchanged from the annual fi xed compensation the Supervisory Board’s meetings, either in person or via granted to him for the previous year. In addition, a company teleconference, the annual variable portion of the attendance car is provided to Jean-Paul Bailly; fees of €25,200 is necessarily more signifi cant. a to grant Pascal Bazin, Deputy Chairman of the Supervisory The total amount of attendance fees allocated to the Board, a compensation of €120,000 for the special members of the Supervisory Board for the 2016 fiscal assignment entrusted to him to implement and monitor the year was €492,450 and the total amount of attendance Group’s transformation plan. fees paid in 2016 was €216,750. For more information on these amounts, see Table 3 “Attendance fees and other Components of compensation due or awarded to the Chairman compensation allocated and received by non-executive of the Supervisory Board in respect of 2016, as presented corporate officers” in Section 5.3.3 “Summary of the 05 below in this Section 5.3.2.2 of this Registration Document compensation and benefits of corporate officers” of this will, in application of the recommendations of Sections 26.1 Registration Document. and 26.2 of the AFEP-MEDEF Code, be submitted to the Shareholders for opinion at the Company’s Shareholders’ Meeting on May 10, 2017, as set out in the 15th resolution. 5.3.2.3 2017 compensation for the members of the Supervisory Board At its meeting held on December 15, 2016, the Supervisory Board, on a recommendation made by the Compensation and At its meeting on December 15, 2016, the Supervisory Board, Nominations Committee on December 6, 2016, decided to upon recommendation of the Compensation and Nominations allocate the attendance fees in accordance with the following Committee of December 6, 2016, decided to distribute the principles: attendance fees for 2017 according to the following principles, a fi xed portion: €30,000 for the Chairman of the Supervisory up to the overall limit of €500,000 set by the Shareholders Board and €15,000 for each of the other members, this Meeting on May 10, 2016: sums to be paid prorata temporis to the actual duration of a fi xed portion: €30,000 for the Chairman of the Supervisory the offi ce held during the fi scal year; and Board and €15,000 for each of the other members, these a variable portion: sums to be paid prorata temporis to the actual duration of the offi ce held during the fi scal year; and a effective participation in Supervisory Board meetings: a the amount of the variable portion varies depending on variable portion: whether the meeting was held in person or by telephone a effective participation in Supervisory Board meetings: conference, it being specified that meetings held in the amount of the variable portion differs depending person have an average duration of four hours, whereas on whether the meeting is held in person or by those held by telephone conference have an average teleconference, it being specifi ed that meetings held duration of one hour. Consequently, the Supervisory in person require signifi cant preparation and last four Board deemed that the compensation for meetings held hours on average, while those held by teleconference by telephone conference, which require less preparation last one hour on average. Consequently, the Supervisory and attendance time than meetings held in person, Board deemed that the compensation for meetings held should be 25% of the amount of the variable portion by teleconference, which require less preparation and granted for the attendance of a meeting in person, as attendance time than meetings held in person, should follows: be 25% of the amount of the variable portion granted for – €2,400 per member for his or her effective participation in attendance at a meeting in person, as follows: a Supervisory Board meeting held in person, – €3,000 per member for his or her effective participation in – €600 per member for his or her effective participation a Supervisory Board meeting held in person, in a Supervisory Board meeting held by telephone – €750 per member for his or her effective participation conference, in a Supervisory Board meeting held by telephone conference,

EUROPCAR REGISTRATION DOCUMENT 2016 323 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

a effective participation in Audit Committee meetings or in SHAREHOLDERS’ APPROVAL OF Compensation and Nominations Committee meetings: THE COMPENSATION POLICY FOR MEMBERS €1,848 per member of the committee, with a supplement OF THE SUPERVISORY BOARD of 50% for the Chairman of the Committee; In application of the laws and regulations in force on the Accordingly, with the exception of the Chairman of the date of this Registration Document, under the terms of Supervisory Board, in the event that a member effectively the seventeenth resolution, the principles and criteria for participates 100% of the Supervisory Board meetings held determining, distributing and granting the fi xed, variable and in person and by teleconference in 2017, the annual variable exceptional elements comprising the total compensation portion of the attendance fees would be €25,500 and would and benefits of any kind to be granted to the members be more signifi cant. of the Supervisory Board, as described in Section 5.3.2 “Compensation of members of the Supervisory Board” The Supervisory Board on December 15, 2016 decided, upon of this Registration Document, shall be submitted to recommendation of the Compensation and Nominations the General Shareholders’ Meeting on May 10, 2017 for Committee, to allocate to Jean-Paul Bailly for 2017 , fi xed approval. Moreover, payment of any variable and exceptional compensation of €165,000 in his capacity as Chairman of elements granted to the Chairman of the Supervisory Board the Supervisory Board. The Chairman of the Supervisory Board for 2017 shall be made subject to approval by the General also has the use of a company car. Shareholders’ Meeting called in 2018 to approve the Moreover, the Supervisory Board of March 13, 2017 Company’ s fi nancial statements for the fi scal year ended decided, upon recommendation of the Compensation December 31, 2017. and Nominations Committee, to entrust to Pascal Bazin a special assignment for 2017, relating to the Group’s strategy and development and to pricing, for a total compensation amount of €60,000.

5.3.3 Summary of the compensation and beneﬁ ts of corporate ofﬁ cers

The tables below summarize the compensation and beneﬁ ts in companies that control the Company and (iv) companies that kind due and/or paid to members of the Management Board control the Company, all within the meaning of Article L. 233-16 and the Supervisory Board by (i) the Company, (ii) companies of the French Commercial Code. controlled by the Company, (iii) companies controlled by

TABLE 1 – SUMMARY OF THE COMPENSATION, OPTIONS ALLOCATED AND FREE SHARES GRANTED TO EACH EXECUTIVE CORPORATE OFFICER

(In euros) 2016 2015

PHILIPPE GERMOND – CEO until November 23, 2016

Compensation due for the year (detailed in table 2) 2,063,454 3,177,998 Value of multi-year variable compensation paid during the year - - Value of stock options allocated during the year (detailed in table 4) - - Value of performance shares granted (detailed in table 10) 756,444 (1) 2,776,276 Value of other long-term compensation plans -

TOTAL 2,819,898 5,954,274

(1) The valuation concerns 64,488 performance shares granted under the AGA Top 13 Plan and does not include 257,960 shares under the same plan that became void following the departure of Philippe Germond on November 23, 2016.

324 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

(In euros) 2016 2015

CAROLINE PAROT – Chief Financial Ofﬁ cer and member of the Management Board until November 23 – CEO since November 23, 2016

Compensation due for the year (detailed in table 2) 695,154 1,654,294 Value of multi-year variable compensation paid during the year - - Value of stock options allocated during the year (detailed in table 4) - - Value of performance shares granted (detailed in table 10) 1,616,571 1,616,571 Value of other long-term compensation plans

TOTAL 2,311,725 3,270,865

(In euros) * 2016 2015

KENNETH MCCALL – Deputy CEO – Countries and Operations member of the Management Board

Compensation due for the year (detailed in table 2) 662,568 1,232,297 Value of multi-year variable compensation paid during the year - - 05 Value of stock options allocated during the year (detailed in table 4) - - Value of performance shares granted (detailed in table 10) 878,564 878,564 Value of other long-term compensation plans

TOTAL 1,541,132 2,110,861

* Except for the amounts owing for 2015 exceptional compensation, the amounts were converted from pounds sterling to euros at the average exchange rate of 1.377 at December 31, 2015 and 1.22 at December 31, 2016.

(In euros) 2016 2015

FABRIZIO RUGGIERO – Deputy CEO – Sales, Marketing, Customers & InterRent member of the Management Board

Compensation due for the year (detailed in table 2) 533,291 827,251 Value of multi-year variable compensation paid during the year - - Value of stock options allocated during the year (detailed in table 4) - - Value of performance shares granted (detailed in table 10) 878,564 878,564 Value of other long-term compensation plans

TOTAL 1,411,855 1,705,815

EUROPCAR REGISTRATION DOCUMENT 2016 325 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

TABLE 2 – SUMMARY OF THE COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER

Amounts in respect Amounts in respect (In euros) of ﬁ scal year 2016 of ﬁ scal year 2015

PHILIPPE GERMOND – Chairman of the Management amounts amounts Board until November 23, 2016 due (2) paid (3) due (2) paid (3)

Fixed compensation (1) 550,000 550,000 600,000 600,000 Annual Variable Compensation (1) 180,000 (4) 734,400 (5) 557,400 150,000 (6)- Multi-year Variable Compensation (1) ---- Exceptional compensation (1) 1,310,725 (7) 2,000,000 (8) 2,000,000 (9) 1,100,000 Attendance fees - - - - Beneﬁ ts in kind (10) 22,729 22,729 20,598 20,598

TOTAL 2,063,454 3,310,129 3,177,998 1,870,598

(1) Gross before taxes. (2) Compensation granted for the year, irrespective of the payment date. (3) Compensation paid for duties through the year. (4) Represents 30% of the base of the variable compensation, corresponding to 100% achievement of the qualitative criteria and non-achievement of the quantitative criteria. (5) Amount corresponding to the variable compensation allocated in respect of fi scal year 2015 (i.e. €557,400) to which the variable compensation allocated in respect of fi scal year 2016 (i.e. €180,000) is added and which has been paid to Philippe Germond in December 2016 following the termination of his services as CEO of the Company. (6) Amount corresponding to the variable compensation paid to Philippe Germond in respect of fi scal year 2014. Because Philippe Germond took over his duties at the beginning of the fourth quarter of 2014, his variable compensation had been set at a lump sum amount of €150,000. (7) Compensation corresponding to severance compensation of €1.1 million paid as a lump sum on December 5, 2016, and non-compete compensation of €210,725 to be paid in two installments, with a fi rst sum of €105,362 to be paid on May 23, 2017 and a second sum of €105,362 to be paid on November 23, 2017, as decided by the Supervisory Board on November 23, 2016. (8) Compensation corresponding to the balance of the bonus related to the completion of the Company’s initial public offering (or €900,000), to which is added severance compensation of €1.1 million decided by the Supervisory Board on November 23, 2016. The criteria used for calculating Philippe Germond’s severance compensation and the methods used for setting the amount are described above in Section 5.3.1.8. of this Registration Document. (9) Compensation corresponding to the bonus related to the Company’s IPO, approved by the Supervisory Board on June 25, 2015, including €1.1 million paid out in 2015; the balance of €900,000 was paid on the date of the fi rst anniversary of the IPO in June 2016. (10) Amount corresponding to a company car made available to Philippe Germond, as well as corporate offi cer unemployment insurance taken out in his name.

Amounts in respect Amounts in respect (In euros) of ﬁ scal year 2016 of ﬁ scal year 2015

CAROLINE PAROT – Deputy CEO amounts amounts until November 23, 2016 – CEO since November 23, 2016 due (2) paid (3) due (2) paid (3)

Fixed compensation (1) 461,205 340,008 337,500 337,506 Annual Variable Compensation (1) 230,964 (4) 313,538 (5) 313,538 317,236 Multi-year Variable Compensation (1) - - - 1,180,000 (6) Exceptional compensation (1) - 635,000 (7) 1,000,000 (8) 500,000 Attendance fees - - - - Beneﬁ ts in kind (9) 2,985 2,985 3,256 3,256

TOTAL 695,154 1,291,531 1,654,294 2,337,998

(1) Gross before taxes. (2) Compensation granted for the year, irrespective of the payment date. (3) Compensation paid for duties through the year. (4 ) Fixed compensation due in respect of 2016 includes €107,038 for paid time off not taken as of the date of the change in Caroline Parot’s status and which was paid in January 2017. (5) Variable compensation paid in the period is that due in respect of the prior period. (6) Amounts owing under the multi-year compensation program implemented in 2013, within the framework of the Fast Lane transformation program, corresponding to two times the amount of the annual fi xed and variable compensation due for 2013. (7) Compensation corresponding to the balance of the bonus related to the Company’s IPO (i.e. €500,000), as well as the additional compensation related to the position as Interim CEO that Caroline Parot assumed during the months of July to September 2014 (i.e. €135,000). (8) Compensation corresponding to the bonus related to the completion of the Company’s initial public offering, approved by the Supervisory Board on June 25, 2015, including €500,000 was paid out in 2015; the balance, or €500,000, was paid on the date of the fi rst anniversary of the IPO in June 2016. (9) Caroline Parot benefi ts from a company car and an annual health check.

326 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

Amounts in respect Amounts in respect (in euros*) of ﬁ scal year 2016 of ﬁ scal year 2015

KENNETH MCCALL – Deputy CEO amounts amounts and member of the Management Board due (2) paid (3) due (2) paid (3)

Fixed compensation (1) (4) 409,110 409,110 457,105 457,105 Annual Variable Compensation (1) 230,476 311,039 (5) 351,064 427,373 Multi-year Variable Compensation (1) - 1,554,082 (6)- Exceptional compensation (1) 203,334 400,000 (7) 197,964 Attendance fees - - - - Beneﬁ ts in kind (8) 22,982 22,982 24,128 24,128

TOTAL 662,568 946,465 1,232,297 2,660,652

* Except for the amount owing for 2015 exceptional compensation, the amounts were converted from pounds sterling to euros at the average exchange rate of 1.377 at December 31, 2015, and of 1.22 at December 31, 2016. (1) Gross before taxes. (2) Compensation granted for the year, irrespective of the payment date. (3) Compensation paid throughout the year. 4) The fi xed compensation includes a cash payment in lieu of retirement contributions in an amount equal to £41,336 in 2016 and £40,920 in 2015. It is specifi ed that these 05 amounts are not taken into account for the calculation of the annual bonus (5) Variable compensation paid in the period is that due in respect of the prior period. (6) Amounts owing under the multi-year compensations program implemented in 2013, within the framework of the Fast Lane transformation program, corresponding to two times the amount of the annual fi xed and variable compensation due for 2013. (7) Compensation of €400,000 corresponding to the bonus related to the completion of the Company’s initial public offering, approved by the Supervisory Board on June 25, 2015, including 50% paid out in 2015; the remaining 50% was paid on the date of the fi rst anniversary of the IPO in June 2016. (8) This amount corresponds to a company car made available to Kenneth McCall, and an annual health check, as well as additional health insurance taken out in his name.

Amounts in respect Amounts in respect (In euros) of ﬁ scal year 2016 of ﬁ scal year 2015

FABRIZIO RUGGIERO – Deputy CEO amounts amounts and member of the Management Board due (2) paid (3) due (2) paid (3)

Fixed compensation (1) 281,657 281,652 214,615 214,615 Annual Variable Compensation (1) 239,636 201,953 (4) 201,953 194,689 (4) Multi-year Variable Compensation (1) - - - 640,000 (5) Exceptional compensation (1) 200,000 400,000(6) 200,000 (6) Attendance fees - - - - Beneﬁ ts in kind (7) 11,998 11,998 10,683 10,683

TOTAL 533,291 695,603 827,251 1,259,987

(1) Gross before taxes. (2) Compensation granted for the year, irrespective of the payment date. (3) Compensation paid throughout the year. (4) Variable compensation paid in in the period is that due in respect of the prior period. (5) Amounts owing under the multi-year compensation program implemented in 2013, within the framework of the FastLane Transformation Program, corresponding to two times the amount of the annual ﬁ xed and variable compensation due for 2013. (6) Compensation corresponding to the bonus related to the Company’s initial public offering, approved by the Supervisory Board on June 25, 2015, including €200,000 was paid out in 2015 and the balance, i.e. €200,000, was paid on the date of the ﬁ rst anniversary of the IPO, i.e. June 26, 2016. (7) Fabrizio Ruggiero is provided with a company car, a foreign service allowance and company accommodation in France, since November 3, 2016, and an annual health check, as well as additional accident and health insurance taken out on his behalf.

EUROPCAR REGISTRATION DOCUMENT 2016 327 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

TABLE 3 – ATTENDANCE FEES AND OTHER COMPENSATION ALLOCATED AND RECEIVED BY NON-EXECUTIVE CORPORATE OFFICERS

Gross amounts Amounts Gross amounts Amounts allocated in fi scal paid in fi scal allocated in fi scal paid in fi scal year 2016 year 2016 year 2015 year 2015 Members of the Supervisory Board (in euros) (in euros) (in euros) (in euros) Attendance fees 55,200 27,000 27,000 - Jean-Paul Bailly Other compensation 169,080 (1) 169,080 86,500 45,250 (2) Attendance fees 41,556 19,500 19,500 - Jean-Charles Pauze Other compensation - - 47,013 (3) 47,013 - Attendance fees 37,200 19,500 19,500 - Patrick Sayer Other compensation - - - - Attendance fees 57,624 27,000 27,000 - Pascal Bazin Other compensation 120,000 (4) 120,000 60,000 30,000 Attendance fees 39,600 19,500 19,500 - Sandford Miller Other compensation - - - - Attendance fees 50,112 27,000 27,000 - Virginie Fauvel Other compensation - - - - Attendance fees 45,912 15,500 15,500 - Angélique Gérard Other compensation - - - - Attendance fees 49,964 26,750 26,750 - Philippe Audouin Other compensation - - - - Attendance fees 36,600 15,500 15,500 - Armance Bordes Other compensation - - - - Attendance fees 47,112 19,500 19,500 - Eric Schaefer Other compensation - - - - Attendance fees 31,570 - - - Kristin Neumann Other compensation - - - -

(1) This amount includes the fi xed compensation (i.e., €165,000) paid to Jean-Paul Bailly in his capacity as Chairman of the Supervisory Board, as well as the equivalent in value (i.e., €4,080) corresponding to benefi ts in kind (company car) which he received. (2) This amount includes the amount of fi xed compensation (i.e. €165,000 paid to Mr. Jean-Paul Bailly in his capacity as Chairman of the Supervisory Board, as well as the prorated amount in value (i.e. €4,000) of benefi ts in kind (company car) which he received during 2015. (3) Compensation received by Jean-Charles Pauze in his capacity as Chairman of the Board of Directors until the governance of the Company changed on March 9, 2015. (4) On February 24, 2016, the Supervisory Board extended the special assignment entrusted to Pascal Bazin to implement and monitor the Company’s transformation plan and set his annual compensation for this assignment at €120,000, identical to the previous fi scal year.

TABLE 4 – STOCK OPTION ALLOCATIONS MADE DURING 2016 TO EACH EXECUTIVE CORPORATE OFFICER

Value of options according to the method Number chosen for the of options Type of option consolidated allocated (purchase or ﬁ nancial during Exercise Exercise Plan subscription) statements the year price period

None

TABLE 5 – STOCK OPTIONS EXERCISED DURING 2016 BY EACH EXECUTIVE CORPORATE OFFICER

Number Type of option of options (purchase or exercised Name of corporate ofﬁ cer Plan subscription) during the year Exercise price

None

328 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

TABLE 6 – FREE SHARES GRANTED DURING 2016 TO EACH CORPORATE OFFICER

Free shares granted during the year Number of shares Acquisition to each corporate ofﬁ cer Plan no. & date available during the year conditions

None

TABLE 7 – FREE SHARES THAT BECAME AVAILABLE DURING 2016 TO EACH CORPORATE OFFICER

Free shares granted during the year Number of shares Acquisition to each corporate ofﬁ cer Plan No. & date available during 2016 conditions

None

TABLE 8 – HISTORY OF STOCK OPTION ALLOCATIONS

Plan

Date of Management Board meeting None 05

TABLE 9 – OPTIONS ALLOCATED TO AND EXERCISED BY THE TOP TEN NON-EXECUTIVE OFFICERS

Total number of options granted/ Average shares subscribed weighted or purchased price Plan

Options granted during the ﬁ scal year by the Company 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 (global information) - - None Options on the Company and the companies previously mentioned exercised during the year by the ten employees of the Company and such companies who purchased or subscribed for the greatest number of options (overall ﬁ gure) - - None

EUROPCAR REGISTRATION DOCUMENT 2016 329 05 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

TABLE 10 – HISTORY OF PERFORMANCE SHARE GRANTS

AGA AGA 2015 2015 Top 13 Plan Top 13 Plan (Tranche 1) (Tranche 2)

Date of meeting 6/08/2015 6/08/2015 Date of Management Board meeting 6/25/2015 6/25/2015 Total number of shares granted 653,057 979,586 of which granted to: Philippe Germond 128,979 193,469 Caroline Parot 75,102 112,653 Kenneth McCall 40,816 61,224 Fabrizio Ruggiero 40,816 61,224 Date shares acquired 6/25/2017 2018 (1) Retention period end date 6/25/2019 2020 (2) Performance conditions (3) (3) Number of shares vested at March 31, 2017 (most recent date) 0 0 Cumulative number of shares canceled or lapsed 146,123 315,917 of which number of shares canceled or lapsed initially granted to: Philippe Germond 64,491 193,469 Caroline Parot 00 Kenneth McCall 00 Fabrizio Ruggiero 00 Performance shares granted remaining at the end of the year 506,934 663,669

(1) On the 15th day after the decision by the Management Board approving the ﬁ nancial statements of the Company for the year ending December 31, 2017. (2) On the 15th day after the decision by the Management Board approving the ﬁ nancial statements of the Company for the year ending December 31, 2019. (3) Performance criteria are presented in Section 5.3.1.3 of this Registration Document.

TABLE 11 – SUMMARY OF THE MULTI-ANNUAL VARIABLE COMPENSATION OF EACH EXECUTIVE CORPORATE OFFICER

Name and position 2016 Fiscal year 2017 Fiscal year (1)

A llocation of 78,800 performance Caroline Parot, CEO None shares on March 13, 2017 Kenneth McCall – Member of the Management Board, Deputy CEO - A llocation of 59,400 performance Countries & Operations None shares on March 13, 2017 Fabrizio Ruggiero – Member of the Management Board, Deputy CEO - A llocation of 57,200 performance Sales, Marketing, Customers & InterRent None shares on March 13, 2017

(1) See Section 5.3.1.5 of this Registration Document for more information on the 2017 performance share grant plan. The number of performance shares allocated corresponds to 150% of the ﬁ xed compensation of the executive corporate ofﬁ cers based on a share value of €9.70.

330 EUROPCAR REGISTRATION DOCUMENT 2016 CORPORATE GOVERNANCE COMPENSATION AND OTHER BENEFITS OF ANY KIND RECEIVED BY CORPORATE OFFICERS

TABLE 12 – SUMMARY OF SOME OF THE INFORMATION REQUIRED WITHIN THE FRAMEWORK OF THE AFEP-MEDEF RECOMMENDATIONS

Severance or other beneﬁ ts due or likely to become due as Compensation Employment Supplemental a result of termination under a non- agreement pension plan or change of ofﬁ ce compete clause

Members of the Management Board (from January 1 to November 22, 2016) Yes No Yes No Yes No Yes No

Philippe Germond – Chairman of the Management Board Beginning of term: March 9, 2015 End of term: March 8, 2019 ✓✓✓✓ Caroline Parot – Deputy CEO Beginning of term: March 9, 2015 End of term: March 8, 2019 ✓✓✓✓ Kenneth McCall – Deputy CEO- Countries and Operations Beginning of term: March 9, 2015 End of term: March 8, 2019 ✓✓✓✓05 Fabrizio Ruggiero – Deputy CEO - Sales, Marketing, Customers & InterRent Beginning of term: March 9, 2015 End of term: March 8, 2019 ✓ ✓ ✓✓

Severance or other beneﬁ ts due or likely to become due as Compensation Employment Supplemental a result of termination under a non- agreement pension plan or change of ofﬁ ce compete clause

Members of the Management Board (from November 23 to December 31, 2016) Yes No Yes No Yes No Yes No

Caroline Parot − CEO Beginning of term: March 9, 2015 End of term: March 8, 2019 ✓✓✓✓ Kenneth McCall − Deputy CEO Beginning of term: March 9, 2015 End of term: March 8, 2019 ✓✓✓✓ Fabrizio Ruggiero – Deputy CEO Beginning of term: March 9, 2015 End of term: March 8, 2019 ✓ ✓ ✓✓

EUROPCAR REGISTRATION DOCUMENT 2016 331 5.4 SUMMARY STATEMENT OF TRANSACTIONS IN COMPANY SECURITIES BY CORPORATE OFFICERS

In accordance with Article L. 621-18-2 of the French Monetary and Financial Code and Article 19 of the regulation (EU) no. 596/2014 dated April 16, 2014 on market abuses (the “MAR regulation”), the table below accounts for the transactions in Europcar Groupe S.A. securities carried out in 2016 by members of the Management Board and members of the Supervisory Board or by a person closely related to them (within the meaning of Articles 19 and 3.1.26 of the MAR regulation), on the basis of statements made by interested parties to the AMF, available on www.amf-france.org.

Date Type Unit price Amount of transaction Place Name of transaction (in euros) (in euros)

07/29/2016 Acquisition Paris Philippe Germond of ordinary shares 7.3699 73,699 07/29/2016 Acquisition Paris Caroline Parot of ordinary shares 7.2269 43,361.40 08/01/2016 Acquisition London Kenneth McCall of ordinary shares 7.3081 36,540.50 08/01/2016 Acquisition Paris Fabrizio Ruggiero of ordinary shares 7.328 14,656

332 EUROPCAR REGISTRATION DOCUMENT 2016 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL

6.1 INFORMATION ON THE COMPANY 334 6.6 ITEMS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC 6.2 CONSTITUTION AND BYLAWS 334 TAKEOVER BID 358

6.3 SHARE CAPITAL 345 6.7 DIVIDEND DISTRIBUTION POLICY 358

6.4 MAIN SHAREHOLDERS 6.8 MARKET FOR THE SHARE 360 OF THE COMPANY 353

6.5 PROFIT-SHARING AGREEMENTS AND INCENTIVE PLANS – EMPLOYEE SHAREHOLDING 356

EUROPCAR REGISTRATION DOCUMENT 2016 333 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL INFORMATION ON THE COMPANY

6.1 INFORMATION ON THE COMPANY

6.1.1 Company name

The name of the Company is “Europcar Groupe”.

6.1.2 Place and number of registration

The Company is registered with the Trade and Companies Register of Versailles under number 489 099 903.

6.1.3 Date of incorporation and duration

The Company was created on March 16, 2006 for the purpose The Company has a legal life of 99 years as from its registration of Eurazeo’s acquisition of the Group . with the Versailles Trade and Companies Register, subject to early dissolution or extension.

6.1.4 Registered ofﬁ ce, legal form and applicable law

The Company’s headquarters are at: Since March 9, 2015, Europcar Groupe is a public limited company (société anonyme) with a Management Board and 2 rue René Caudron, Bâtiment OP, a Supervisory Board under French law governed in particular 78960 Voisins-le-Bretonneux by the provisions of Book II of the French Commercial Code. (Tel.: +33 (0)1 30 44 90 00). Before March 9, 2015, the Company was a public limited company (société anonyme) with a Board of Directors. The Company’s ﬁ scal year begins on January 1 and ends on December 31 of each year.

6.2 CONSTITUTION AND BYLAWS

The Company’s bylaws were prepared in accordance with at the Ordinary and Extraordinary Shareholders’ Meeting of French law and regulations on public limited companies with a February 24, 2015 and amended by the Management Board Management Board and a Supervisory Board. The key points on February 24, 2017. described below are taken from the Company’s bylaws approved

334 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL CONSTITUTION AND BYLAWS

6.2.1 Corporate purpose

Article 3 of the bylaws states that the Company’s corporate a take direct or indirect part in any transaction that might purpose, directly or indirectly, in France or abroad, is to: directly or indirectly be connected with the corporate purpose through the creation of new companies, asset transfers, a acquire investments by way of asset transfers, purchases, subscriptions or purchases of securities or company rights, subscriptions or otherwise in any companies regardless of mergers, alliances, joint ventures and by any other means their form and purpose; and in any forms used in France and abroad; a provide all types of management services to other fi rms, in a and, more generally, to engage in all commercial, fi nancial particular strategic, organizational, accounting, fi nancial, IT (including any loan, advance, security or any cash transaction and commercial services; within the Group), industrial and real or personal property a manage a portfolio of trademarks and patents, in particular transactions that might directly or indirectly be connected by way of licensing rights; with the corporate purpose and with any purposes that are similar or connected or capable of promoting the a lease any machinery and equipment of any kind whatever; achievement thereof. a own, by way of acquisition or otherwise, and manage, in particular by way of leasing, any buildings, real property and property rights;

06 6.2.2 Management and supervisory bodies

6.2.2.1 Management Board Dismissal (Article 12 of the bylaws) Any member of the Management Board may be dismissed Appointments (Article 12 of the bylaws) either by the Supervisory Board or by the Shareholders’ Meeting. If a dismissal decision is made without just cause, it The Company is managed by a Management Board comprising can give rise to damages. two to fi ve members appointed by the Supervisory Board. It performs its duties under the oversight of the Supervisory Board The dismissal of a member of the Management Board does in accordance with the law and the bylaws. not result in the termination of their contract of employment. The members of the Management Board may be chosen from among non-shareholders. They must be natural persons. They The Chairman of the Management Board and Deputy may always be re-elected. No member of the Supervisory CEOs (Article 13 of the bylaws) Board may be a member of the Management Board. The Supervisory Board appoints one of the members of the The age limit for being a member of the Management Board Management Board as the Chairman of the Management is sixty-eight (68) years. Members of the Management Board Board. The Chairman of the Management Board performs are automatically deemed to have resigned at the end of the their duties throughout their term of offi ce as a member of Shareholders’ Meeting convened to approve the financial the Management Board. They represent the Company in its statements for the fi scal year in which they reach the age of relations with third parties. sixty-eight (68) years. The Supervisory Board may attribute the same representative Members of the Management Board may be bound to the powers to one or more members of the Management Board Company by a contract of employment which remains in force who then have the title of Deputy CEO. throughout their term of offi ce and after its expiry. The office of Chairman and, if applicable, of Deputy CEO All members of the Management Board are subject to the attributed to members of the Management Board may be applicable laws and regulations regarding the total number of withdrawn by the Supervisory Board at any time. offi ces held. As regards third parties, any actions binding on the Company The members of the Management Board are appointed for a may be validly taken by the Chairman of the Management term of four (4) years. In the event of a seat becoming vacant, Board or by any member appointed by the Supervisory Board the Supervisory Board appoints a replacement for the remainder as Deputy CEO. of the predecessor’s term of offi ce in accordance with the law.

EUROPCAR REGISTRATION DOCUMENT 2016 335 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL CONSTITUTION AND BYLAWS

Deliberations of the Management Board (Article 14 one or more specifi c purposes with or without the power to of the bylaws) sub-delegate. The Management Board meets as often as the interests of The Management Board prepares and presents to the the Company require, on a notice of meeting issued by its Supervisory Board the reports required by the regulations in Chairman or at least half of its members, either at the registered force as well as annual, half-yearly and, when appropriate, offi ce or in any other place indicated in the notice of meeting. quarterly fi nancial statements. The agenda can be completed at the time of the meeting. The Management Board convenes all Shareholders’ Meetings, Notices of meetings may be issued by any means, even orally. sets their agenda and performs their decisions. A member of the Management Board may arrange to Members of the Management Board are liable to the Company be represented at a meeting by another member of the or to third parties, both individually or jointly and severally, Management Board who may not hold more than one proxy. as the case may be, whether for infringements of the legal The Chairman of the Management Board chairs its meetings. In provisions governing public limited companies, or for breaches the event that the Chairman is absent, the Management Board of the bylaws, or for negligence in their management, under appoints one of its members to act as Chairman of the meeting. the conditions set and subject to the penalties provided for by The deliberations of the Management Board are only valid if at the legislation in force. least half of its members are present or represented. Decisions are taken by a majority of the votes of members present or Compensation of members of the Management Board represented. In the event of a tied vote, the Chairman of the (Article 16 of the bylaws) meeting has a casting vote. The Supervisory Board sets the mode and amount of Members of the Management Board may take part in its compensation of each member of the Management Board. meetings by means of videoconferencing or other means of telecommunication under the conditions authorized by the regulations applicable to meetings of the Supervisory Board. 6.2.2.2 Supervisory Board They are then deemed to be present for the purposes of calculating the quorum and majority. Rules of procedure of the Supervisory Board The deliberations are recorded in minutes drawn up in a The Supervisory Board has rules of procedure which determine special register kept at the registered offi ce and signed by its workings. the Chairman and by the secretary or another member of the Management Board. Copies or extracts of these minutes can Composition and terms of office (Article 17 of be validly certifi ed by the Chairman, by the secretary or by a the bylaws and Articles 1 and 2 of the Supervisory member of the Management Board. Board’s rules of procedure)

Powers and obligations of the Management Board The Supervisory Board comprises three (3) to eighteen (18) (Article 15 of the bylaws) members (subject to special dispensations provided for by law) appointed by the Shareholders’ Meeting. The Management Board is invested with the broadest powers to act in any circumstances in the name of the Company Members of the Supervisory Board are appointed by the within the limitations of the corporate purpose and subject Shareholders’ Meeting, save that the Board has the power, in to the powers expressly attributed by law and the bylaws to the event of a vacancy for one or more positions, to appoint Shareholders’ Meetings and to the Supervisory Board. replacements by way of co-option for the remainder of the predecessors’ terms of offi ce and subject to ratifi cation by the No restriction on its powers is enforceable against third next Shareholders’ Meeting. parties; these can take action against the Company to enforce obligations contracted in its name by the Chairman The number of members of the Supervisory Board aged over of the Management Board or by a Deputy CEO provided their seventy (70) years may not exceed one third of members in appointments were duly published. offi ce. Should this proportion be exceeded, the term of offi ce of the oldest member of the Supervisory Board, other than the Members of the Management Board may divide management Chairman, expires at the end of the next Shareholders’ Meeting. tasks among themselves with the authority of the Supervisory Board. Under no circumstances, however, does this division The term of offi ce of members of the Supervisory Board is of tasks exempt the Management Board from meeting and four (4) years. The Shareholders’ Meeting may, upon the deliberating on the most important matters regarding the appointment of certain members of the Supervisory Board, running of the Company, nor does it exempt the Management reduce their term of offi ce to less than four (4) years in order to Board and all of its members from their joint and several stagger the renewal of the terms of offi ce of members of the responsibilities. Supervisory Board. Members may be re-elected. The duties of a member of the Supervisory Board cease at the end of The Management Board may nominate one or more of its the Shareholders’ Meeting convened to approve the fi nancial members or any person chosen elsewhere to carry out such statements for the previous fi scal year held in the year in which special, permanent or temporary assignments as it determines their term of offi ce expires. and delegate to them the powers it considers necessary for

336 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL CONSTITUTION AND BYLAWS

Members of the Supervisory Board must own at least 500 The Company can form an ad hoc election committee to ensure shares in the Company throughout their term of offi ce, at all the process is regular. times no later than six months after being appointed. The minutes drawn up by the Supervisory Board(s) of the No member of the Supervisory Board may be a member of Company mutual funds or by ad hoc election committees the Management Board. Should a member of the Supervisory presenting the applications must be sent to the Supervisory Board be appointed to the Management Board, their term of Board no later than eight (8) days before the date of its meeting offi ce on the Supervisory Board expires as soon as they take convened to settle the resolutions of the Shareholders’ Meeting up that offi ce. relating to the appointment of the member of the Supervisory Board representing employee shareholders. Should the report presented by the Management Board to the Shareholders’ Meeting pursuant to Article L. 225-102 of the In order to be admissible, each application must present a French Commercial Code state that the shares owned by the principal and deputy candidate. The deputy candidate, who Company’s employees and by companies associated with the must satisfy the same conditions of eligibility as the principal, Company under Article L. 225-180 of said Code represent may be co-opted by the Supervisory Board to succeed the more than three per cent (3%) of the share capital, a member representative appointed by the Shareholders’ Meeting in the of the Supervisory Board representing employee shareholders event that they cannot complete their term of offi ce. The co- is appointed by the Shareholders’ Meeting in accordance with option of the deputy by the Supervisory Board is subject to the terms and conditions laid down by the laws and regulations ratifi cation by the next Shareholders’ Meeting. in force and the bylaws, provided the Supervisory Board does In order to ensure the continuity of employee shareholder not already have among its members one or more member(s) representation and in the event that the deputy also cannot appointed from among the members of the Supervisory Boards complete their term of offi ce, the Chairman of the Supervisory of the Company mutual funds representing employees, or one Board refers to the body that originally nominated the candidate or more employees elected pursuant to Article L. 225-79 of (the Supervisory Board of a company mutual fund or a group the French Commercial Code if the bylaws make use of that 06 of employee shareholders) for it to nominate a new candidate provision. whose appointment will be submitted to the Shareholders’ Prior to the Shareholders’ Meeting called to appoint Meeting. the Supervisory Board member representing employee The terms and conditions of nomination of candidates not shareholders, the Chairman of the Supervisory Board refers defi ned by the laws and regulations in force or the bylaws are to the Supervisory Boards of the Company mutual funds set by the Chairman of the Supervisory Board, in particular created under the employee savings plan of the Company with regard to the timetable for the nomination of candidates. and the entities it controls under Article L. 233-3 of the French Commercial Code (together the “Group”) and invested Each procedure mentioned in a) and b) above is recorded in principally in the Company’s shares and consults employee minutes comprising the number of votes received for each of shareholders as stipulated in the bylaws. the candidates. A list of all the candidates validly designated is established. Candidates for appointment are nominated under the following conditions: The Shareholders’ Meeting rules, under the conditions applicable to any appointment of a member of the Supervisory a. when the voting right attached to shares owned by Board, on all the candidates validly designated; the candidate employees is exercised by members of the Supervisory obtaining the highest number of votes held by the shareholders Board of a company mutual fund, that Board may appoint present or represented during this Shareholders’ Meeting will be one candidate chosen from among its regular members appointed as the member representing employee shareholders. representing employees. When there are several such Members representing employee shareholders are not taken company mutual funds, the Supervisory Boards of those into account when determining the minimum and maximum funds can agree in identical resolutions to present two numbers of members of the Supervisory Board set by the joint candidates chosen from among the sum total of their bylaws (Article 17). regular members representing employees; The term of offi ce of the member of the Supervisory Board b. when the voting right attached to shares owned by representing employee shareholders is four (4) years. Their employees is directly exercised by those employees, one term of offi ce ceases at the end of the Shareholders’ Meeting candidate may be nominated at the time of the consultations convened to approve the fi nancial statements for the previous organized by the Company. These consultations, preceded fi scal year held in the year in which their term of offi ce expires. by a call for applications, are organized by the Company However, their term of offi ce ceases automatically and they by any technical means that make it possible to ensure the are deemed to have automatically resigned in the event that reliability of the vote, including electronic or postal voting. they cease to be an employee of the Company (or of an entity In order to be admissible, applications must be presented or economic interest grouping associated with the Company by a group of shareholders representing at least 5% of the under Article L. 225-180 of the French Commercial Code). shares owned by employees exercising their voting right on an individual basis.

EUROPCAR REGISTRATION DOCUMENT 2016 337 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL CONSTITUTION AND BYLAWS

In the event that the position of member of the Supervisory To qualify as independent, members of the Supervisory Board Board representing employee shareholders becomes vacant must: for any reason whatsoever, the replacement will be arranged (i) not be an employee or executive corporate offi cer of the under the conditions set out above, at the latest prior to the Company, or an employee or executive member of the next Shareholders’ Meeting or, if this meeting occurs less Board of Directors or member of the Supervisory Board of than four (4) months after the position becomes vacant, prior any parent or consolidated entity, and not have been such to the subsequent Shareholders’ Meeting. The new member in the past fi ve years; of the Supervisory Board is appointed by the Shareholders’ Meeting for the remainder of their predecessor’s term of (ii) not be an executive corporate offi cer of an entity on whose offi ce. Board of Directors or Supervisory Board the Company sits directly or indirectly or of an entity on whose Board The Supervisory Board may validly meet and deliberate until the of Directors or Supervisory Board a designated or actual date of replacement of the member(s) representing employee executive corporate offi cer (current or less than fi ve years shareholders. ago) of the Company sits; The above provisions shall cease to apply when, at the close of (iii) not be a customer, supplier, investment banker or bank a fi scal year, the percentage of the capital owned by employees lender: of the Company and entities associated with the Company under Article L. 225-180 of the French Commercial Code, in the a of signifi cant importance for the Company or Group, context set out by Article L. 225-102 of said Code, represents a or for whom the Company or its Group represents a less than three per cent (3%) of the capital on the understanding significant part of their business (or who is directly or that the term of offi ce of any member appointed will expire on indirectly related to such a person); its expiry date. (iv) not have any close family ties with a corporate offi cer of Provisions relating to the number of shares that must be owned the Company; by a member of the Supervisory Board are not applicable to (v) not have been a Statutory Auditor to the Company within members representing employee shareholders. Nevertheless, the last fi ve years; members of the Supervisory Board representing employee shareholders must, either individually or through a company (vi) not have been a member of the Company’s Supervisory mutual fund created under the Group’s employee savings Board within the last twelve years preceding the start of plan, own at least one share or a number of units of said fund their term of offi ce. equivalent to at least one share. (vii) not receive any variable compensation in cash or securities The Supervisory Board ensures that wherever possible, at least or any compensation linked to the Company’s or the a third of its members are independent; independence implies Group’s performance. no value judgment as to the quality and skills that members Regarding Supervisory Board members who hold ten percent bring to the Board. or more of the Company’s equity or voting rights or who On every appointment or reappointment of a Supervisory represent a legal entity with an equivalent stake, the Board, on Board member, and at least annually before publication of report of the Compensation and Nominations Committee , rules the Company’s Annual Report, the Supervisory Board carries on their independence taking special note of the composition out an assessment of the independence of each member (or of the Company’s share ownership and any potential confl ict candidate). During this assessment the Supervisory Board, of interest. having heard the opinion of the Compensation and Nominations The Supervisory Board may consider that a Supervisory Board Committee, assesses each member (or candidate) in light of member who meets the above criteria may nevertheless not be the criteria set out below, any special circumstances and the deemed independent in view of their particular circumstances person’s relationship to the Company. The conclusions of this or those of the Company in light of its shareholder structure or assessment are brought to the attention of shareholders in for any other reason. Conversely, the Supervisory Board may the Annual Report and, where applicable, of the Shareholders’ consider that a member of the Supervisory Board who does Meeting during the election of the members of the Supervisory not meet all the above criteria may -nonetheless be deemed Board. independent. Members of the Supervisory Board deemed independent must inform the Chairman of the Supervisory Board of any change in their personal circumstances affecting these criteria as soon as they become aware of such a change.

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Dismissal (Article 17 of the bylaws) The Supervisory Board appoints and may dismiss members of the Management Board according to the law and Article 12 Members of the Supervisory Board may be dismissed at any of the bylaws. time by the Shareholders’ Meeting. The Supervisory Board sets the draft resolution proposing the Officials of the Supervisory Board (Article 18 of appointment of the Statutory Auditors to the Shareholders’ the bylaws and Article 1.4 of the Supervisory Board Meeting according to the law. rules of procedure) The transactions requiring prior approval by the Supervisory The Supervisory Board elects a Chairman and can elect a Vice- Board are listed in Section 5.2.1.2 “Matters reserved for the Chairman from among its members for the duration of their Supervisory Board” of this Registration Document. Within the term of offi ce and in accordance with its rules of procedure. limits that it shall determine and on the terms and conditions that it shall decide, the Supervisory Board may give prior It determines their fi xed or variable compensation. authorization to the Management Board to carry out one or The Chairman is responsible for convening the Supervisory more of these transactions. Board, at least four times a year, for setting the agenda of The Supervisory Board may form committees responsible for meetings and for chairing discussions. looking into matters that it or its Chairman submit for their The Vice-Chairman performs the same functions and has examination and opinion. It determines the composition and the same prerogatives if the Chairman is absent or when the remit of these committees which carry out their duties under Chairman has delegated his powers temporarily. its supervision. The Supervisory Board may appoint a secretary selected or Reporting to the Supervisory Board (Article 4 of not from among its members. the Supervisory Board’s rules of procedure) 06 Powers and obligations of the Supervisory Board Each Supervisory Board member may receive, upon his or (Article 20 of the bylaws and Articles 1.5, 2.8, 2.9, 3 her appointment, additional training on the specifi cs of the and 5 of the Supervisory Board’s rules of procedure) Company and the companies it controls, their business and their industry. The Supervisory Board exercises permanent control over the Management Board’s running of the Company. The Chairman of the Supervisory Board, or where appropriate the Vice-Chairman, provides Supervisory Board members, in At any time of the year, it carries out such checks and inspections suffi cient time, the information or documents in his possession as it deems necessary and can obtain any documents from the allowing them to perform their duties effectively. Any Supervisory Management Board that it considers necessary for it to carry Board member who is not in possession of the information out its task. needed to cast an informed vote has the duty to report this to The Management Board, at least once every quarter, presents the Supervisory Board and to demand the information relevant the Supervisory Board with a report summarizing the main for the performance of his or her duties. management actions or decisions of the Company and The Supervisory Board may hear from members of the containing all items for the Supervisory Board to be fully Management Board who may be asked to attend its meetings informed of the Company’s business development as well as except for meetings or deliberations called to assess the the half-yearly fi nancial statements and quarterly accounting performance of the Chairman or members of the Management information. Board or, if applicable, the Deputy CEO(s). Once a year the Management Board presents the budgets and The Management Board reports regularly to the Supervisory investment plans to the Supervisory Board. Board on the Company’s and Group’s business, results, cash After the close of each fi scal year, and within the regulatory position and commitments in accordance with the law, the period, the Management Board presents the annual fi nancial bylaws, the rules of procedure and the rules of procedure of statements, consolidated fi nancial statements and its report the Supervisory Board’s Committees. to the Shareholders’ Meeting for verification and audit. In particular, the Management Board reports the following The Supervisory Board presents its observations on the information to the Supervisory Board: Management Board’s report and the individual, parent company and consolidated fi nancial statements to the Shareholders’ (i) in general, any document or information relating to the Meeting. Company or Group that the Management Board is obliged to compile or publish by law or in the interests of open Under no circumstances can this supervision give rise to the information, before publication; taking of management action by the Supervisory Board or by its members, whether directly or indirectly. (ii) within ninety (90) days of the closing date, the Company’s audited consolidated fi nancial statements including the balance sheet, income statement, cash fl ow statement

EUROPCAR REGISTRATION DOCUMENT 2016 339 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL CONSTITUTION AND BYLAWS

and notes to the consolidated fi nancial statements; the (xii) any other information and documents relating to the audited parent company fi nancial statements including the Company or Group deemed to assist the Supervisory balance sheet, income statement, cash fl ow statement and Board in fulfi lling its duties. notes to the parent company fi nancial statements; and the Any member of the Supervisory Board can meet members of Statutory Auditors’ reports; the Executive Committee without Management Board members (iii) bi-annually, a table summarizing the Company’s being present provided they inform a Management Board shareholder structure; member beforehand. Such meetings are purely informative and must not impair any hierarchical reporting lines to which (iv) quarterly, all other information, including financial and the executives concerned are subject. accounting information, provided by the Company to its bank lenders under credit agreements made by the Company as soon as the information is sent to the banks; Deliberations of the Supervisory Board (Article 19 of the bylaws and Articles 6 and 7 of the Supervisory (v) monthly, a summary of the key fi nancial and operating Board’s rules of procedure) items of the Company and Group with a breakdown by country (including key income statement aggregates, Members of the Supervisory Board are called to its meetings corporate EBITDA, consolidated fi nancial debt and cash); by its Chairman or, in the case of impediment, by the Vice- Chairman, by any means, including orally. The Chairman of (vi) at least quarterly, and whenever the Supervisory Board so the Supervisory Board must convene the Supervisory Board requests or deems appropriate, a progress report on the when at least one member of the Management Board or at business of the Company and Group; least one third of members of the Supervisory Board submit (vii) within three months of the half-yearly closing dates, the a written motivated request to this effect within fi fteen (15) parent company and consolidated fi nancial statements days of its receipt. If the demand is not acted upon, its along with the associated management report (presented authors may themselves convene the meeting and set the fi rst to the Audit Committee and then to the Supervisory agenda. Board for verifi cation and audit); Meetings take place at the Company’s registered offi ce or (viii) within eight (8) days of being drawn up, the future any other place specifi ed in the notice of meeting. They projections of fi nancial statements and accompanying are chaired by the Chairman of the Supervisory Board, and analysis reports required by Articles L. 232-2 and L. 232- in the event of their absence, by the Vice-Chairman. The 3 of the French Commercial Code (presented fi rst to the Supervisory Board meets every three (3) months, notably to Audit Committee and then to the Supervisory Board); review the quarterly report presented by the Management Board with, if necessary, a report of the Audit Committee, to (ix) the Company’s and Group’s annual budget and medium- verify and audit the documents and information provided by or long-term investment and fi nancial plan for approval the Management Board, and whenever the interests of the (the Supervisory Board may request that the Management Company so require. Meetings must be suffi ciently frequent Board provide quarterly monitoring reports on how these and long to allow in-depth review and discussion of the are being met); matters falling under the Supervisory Board’s responsibility. (x) as required by the Audit Committee’s rules of procedure, Meetings are held and decisions made under the quorum and at least once a year, the Management Board’s policy and majority conditions provided by law. In the event of a for managing and monitoring risks of all types affecting tied vote, only the Chairman of the Supervisory Board has the Company and Group as well as the programs and a casting vote. measures implemented and the monitoring report on the effectiveness of Group internal control, internal audit and Pursuant to applicable laws and regulations, the use of risk management; video conference or other means of telecommunication is authorized for any Supervisory Board meeting. The means (xi) as required by the Compensation and Nominations used must enable real-time and continuous transmission of Committee ’s rules of procedure, and at least once a speech and, if applicable, video images of the members, year, all information and policies relating to the fixed who must be visible to everyone. These means must also compensation, bonuses and benefits, deferred or permit each member to be identified and ensure their conditional, of Management Board members (the active participation in meetings. Directors participating in Management Board reports this information to the a meeting by means of video conference or other means Compensation and Nominations Committee which in turn of telecommunication as described above are deemed reports it to the Supervisory Board and, if applicable, seeks present for purposes of calculating quorum and majority. its prior approval); in the same way, periodic information The attendance sheet includes the names of members about succession plans for members of the Management participating in the Supervisory Board meeting in such Board and Executive Committee to the Compensation and manner. Nominations Committee ;

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The meeting’s minutes must indicate the names of those a allocates, if it sees fi t, exceptional compensation to certain Supervisory Board members deemed present in this manner. members for tasks or duties entrusted to them. The minutes must also mention the occurrence of any technical Fixed payments are adjusted on a proportional basis when diffi culties that may have interfered with the meeting. terms of offi ce begin or end in the fi scal year. In accordance with Article L. 225-82 of the French Commercial Attendance fees are paid annually in arrears. Code and Article 19-III of the Company’s bylaws, participation in Supervisory Board meetings by means of video conference The rules for dividing up attendance fees and determining their or telecommunication is prohibited for votes on the following individual amounts must be disclosed in the Annual Report, it decisions: being understood that the total amount paid to members of the Supervisory Board, including for their work in committees a appointing or replacing a Chairperson or Vice-Chairperson; but excluding receipted expenses, cannot exceed the amount a appointing or removing members of the Management Board; authorized by the Shareholders’ Meeting. a closing the annual Company and consolidated financial statements and reviewing the Company and Group 6.2.2.3 College of censors management reports. (Article 22 of the bylaws and Article 10 The minutes of meetings of the Supervisory Board are prepared of the Supervisory Board’s rules of and copies or extracts thereof are delivered and certifi ed in procedure) accordance with the law. The Shareholders’ Meeting may appoint censors (non-voting directors) for the purpose of assisting the Supervisory Board. Compensation of members of the Supervisory Censors may or may not be shareholders and can number up Board (Article 21 of the bylaws and Article 8 of to four. They are appointed for a maximum term of two (2) years. the Supervisory Board rules of procedure) The Shareholders’ Meeting may revoke their appointment at 06 The Shareholders’ Meeting may allocate an annual fi xed sum any time. The Supervisory Board sets their attributions and as attendance fees to the members of the Supervisory Board determines their compensation. by way of compensation for their duties. The age limit of a censor is eighty (80) years. Any censor On recommendation of the Compensation and Nominations reaching that age will be deemed to have automatically Committee , the Supervisory Board: resigned. a freely divides up among its members the attendance fees Censors are convened to all meetings of the Supervisory allocated to the Board by the Shareholders’ Meeting. Board under the same terms and conditions as members of Committee members receive a share, set by the Supervisory the Supervisory Board and take part in its deliberations in a Board and deducted from the total attendance fees allocated, solely consultative capacity. Censors express their observations according to their attendance at Committee meetings; during the Supervisory Board’s meetings. They cannot replace members of the Supervisory Board and only issue their opinions. a determines the compensation of the Chairperson and Vice- Censors may be paid compensation. The Supervisory Board Chairperson; may also entrust specifi c assignments to censors.

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6.2.3 Rights and obligations attached to shares (Articles 6, 7, 9 and 10 of the bylaws)

6.2.3.1 General principles Eurazeo. The D Shares were subject to a promise by Eurazeo to sell them in favor of C managers and an obligation imposed Fully paid up ordinary shares are held in either registered or on C managers to purchase them from Eurazeo in the event bearer form at the shareholder’s discretion. Class C and D of the signing of a security agreement relating to the IPO. The preferred shares can only be held in registered form. They are D Shares were transferred by Eurazeo to the C managers registered in the accounts of their owners according to the laws following signature of a security agreement on May 7, 2015, and regulations in force. as part of the Company’s listing of its shares on the Euronext Ownership of a share automatically implies acceptance of the Paris regulated market on June 26, 2015 (the “IPO”). bylaws and the decisions made at Shareholders’ Meetings. The terms and conditions of the C and D Shares lay down the Each share carries a right to ownership of the Company’s conditions under which holders of C and D Shares may convert assets and liquidation surpluses equal to the fraction of the them into ordinary shares. Under their terms and conditions, share capital that it represents. as from the date of the IPO, C Shares can be converted into ordinary shares at any time until December 31, 2019; D Shares Whenever it is necessary to own several old shares in order cannot be converted during a one year lock-in period after to exercise any right, or in the event of a securities swap or the IPO, i.e. until June 26, 2016, and thereafter only half of D allocation conferring a right to a new security in exchange Shares can be converted in the following year. The remainder for the delivery of several old shares, individual securities or are convertible as from two years after the IPO, i.e. as from numbers of securities lower than that required will not give their June 26, 2017. holders any rights against the Company, and shareholders must make their own arrangements to group together and potentially As from the IPO, the conversion ratio of Class C and D Shares purchase or sell the necessary number of securities. into ordinary shares is determined on the basis of the exercise period taking into account a multiple of the value of the ordinary The shares are indivisible as regards the Company so that joint shares varying in line with their trading price. For the purposes owners of undivided shares must arrange to be represented to of this calculation, the value of the ordinary shares is equal the Company either by one of them or by a single representative either to a weighted average of the share price over a period of appointed by the courts in the event of disagreement. ten trading days preceding the notifi cation date of conversion. Each ordinary share grants the right to vote and to be Under the agreement between the C managers and Eurazeo represented at any Shareholders’ Meeting in accordance with in respect of the IPO, neither Class C nor Class D Shares can legal and statutory requirements. Bylaws governing voting be sold (except to Eurazeo) and ordinary shares created by the rights are explained in Section 6.2.5 “Shareholders’ Meetings” conversion of Class C Shares cannot be transferred during the of this Registration Document. lock-up period set by the underwriting banks and in any case before a minimum period of one year. Nor can the Chairman 6.2.3.2 Specifi c characteristics of preferred or the members of the Management Board dispose of either shares class of share if this would reduce their holdings to below the corresponding minimum requirement until the end of their term of offi ce (the minimum requirement is the lower of either 10% Class C and D preferred shares (Appendices A and B of the ordinary shares held immediately before the sale or the of the bylaws) equivalent of three times the annual compensation based on the value of the ordinary shares at the sale date). Class C and D Shares are preferred shares under Article L. 228- 11 of the French Commercial Code whose issue was agreed The agreement also defines the joint transfer rights and by the Company’s Management Board on May 15, 2015 commitments of the C managers as well as their commitment exercising powers granted it at the Shareholders’ Meeting of to transfer their C and D Shares to Eurazeo if they leave the February 24, 2015. Group under certain specifi ed circumstances. Class C preferred shares (the “C Shares”) were subscribed If no conversion occurs before December 31, 2019, the Class by a number of Group employees and executives who are C and D Shares will automatically be converted into the same members of the Executive Committee (the “C managers”) and number of ordinary shares in the Company. class D preferred shares (the “D Shares”) were subscribed by

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6.2.4 Changes to shareholders’ rights

The rights of shareholders may be changed under the law and regulations in force. There is no speciﬁ c stipulation that restricts changes to shareholders’ rights beyond the requirements of the law.

6.2.5 Shareholders’ Meetings (Articles 9, 10, 24 and 25 of the bylaws)

Shareholders’ Meetings are convened and conducted in agreement to the Company by registered mail sent to the accordance with the law. registered offi ce and the Company will be obliged to respect this agreement at any Shareholders’ Meeting held more than Meetings take place either at the registered offi ce or in any other one (1) month after the date the registered letter was sent, as place specifi ed in the notice of meeting. attested by the postmark. Shareholders may attend Shareholders’ Meetings in accordance Double voting rights are granted to all fully paid up ordinary with the law. shares that have been held in registered form by the same Any shareholder may take part in Shareholders’ Meetings either holder for a continuous period of at least two (2) years. The personally or by appointing a proxy (C and D shares are non- length of time that shares were held prior to the listing date of voting). They may also attend any Shareholders’ Meeting by the Company’s ordinary shares on Euronext Paris will not be 06 postal vote according to the laws and regulations in force. counted towards the two-year holding period. The Company has thus not exercised the option to waive attribution of double The Management Board is empowered to authorize transfer voting rights set out in Article L. 225-123 paragraph 3 of the by telecommunications (including by electronic media) to the French Commercial Code. Company of the postal proxy and voting forms in accordance with applicable law and regulations. In accordance with Article L. 225-123 paragraph 2 of the French Commercial Code, in the event of a capital increase by When e-signatures are used they can take any form complying incorporation of reserves, earnings or share premiums, double with the conditions set out in the fi rst sentence of paragraph 2 voting rights will be granted upon issuance to new ordinary of Article 1316-4 of the French Civil Code. shares allocated free of charge to a shareholder in respect of If the Management Board announces in the notice of meeting existing shares already carrying such rights. that such means of telecommunication may be used, Double voting rights may be exercised at any Shareholders’ all shareholders attending by video conference or other Meeting. telecommunication permitting their identifi cation as required by applicable regulations are deemed present for purposes of Any ordinary share that is transferred or converted into bearer calculating quorum and majority. form loses its double voting right. However, a transfer of ownership through inheritance, liquidation of marital property Meetings are chaired by the Chairman of the Supervisory Board or inter vivos donation to a spouse or relative entitled to inherit or, in their absence, by the Vice-Chairman. Failing this, the does not result in the loss of an acquired double voting right meeting elects its own Chairman. and does not interrupt the two-year holding period above. Minutes are taken of Shareholders’ Meetings and copies or Any shareholder may vote by mail under the terms and extracts provided and certifi ed in accordance with law. conditions and using the procedures prescribed in accordance Each ordinary share grants the right to vote and to be with applicable law and regulations. Shareholders may, in represented at any Shareholders’ Meeting in accordance with accordance with applicable law and regulations, send their legal and statutory requirements. proxy or voting forms by mail in either paper format or, if the Management Board so decides and announces in the notice of When ordinary shares are held in usufruct, their right to vote at meeting, by telecommunications (including electronic media); Ordinary and Extraordinary Shareholders’ Meetings belongs to the Company may, to this end, use an identifi cation procedure the usufruct-holders. However, shareholders may agree among that complies with the conditions in the first sentence of themselves any other allocation of the exercise of voting rights paragraph 2 of Article 1316-4 of the French Civil Code. at Shareholders’ Meetings. In this case, they must notify their

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6.2.6 Bylaws likely to have an effect in the event of a change of control

The Company’s bylaws do not contain any provisions likely to have an effect in the event of a change of control.

6.2.7 Threshold crossing and identiﬁ cation of shareholders

6.2.7.1 Threshold crossings (Article 8 of the 6.2.7.2 Identiﬁ cation of shareholders bylaws) (Article 7 of the bylaws)

Aside from applicable legal and regulatory thresholds, any The Company is entitled, under the law and regulations in natural person or legal entity, acting alone or in concert, who force, and against payment of a fee at its own cost, to ask the comes or ceases to hold, directly or indirectly, one percent (1%) central depository of fi nancial instruments to be informed, as or more of the Company’s share capital or voting rights, or any the case may be, of the name or corporate name, nationality, multiple of this percentage, including above the declaration date of birth or year of formation, and mail address, and, thresholds set by law and regulations, must inform the when appropriate, electronic address, of the holders of bearer Company of the total number of shares and voting rights owned securities conferring the right to vote at its Shareholders’ and of any securities giving access to the capital or voting rights Meetings, whether immediately or in the future, together potentially attached by registered post with recorded delivery with the quantity of securities owned by each of them and, to the registered offi ce (general address) by the close of trading if applicable, the restrictions to which the securities may be on the fourth trading day following the date the threshold was subject. In view of the list provided by the aforementioned crossed. organization, the Company has the power to ask the persons appearing thereon, whom the Company deems potentially For the purpose of determining the thresholds described registered on behalf of third parties, for the above information above, account is also taken of the shares or voting rights held concerning the owners of the securities. indirectly and shares or voting rights associated with shares or voting rights held as defi ned in Articles L. 233-7 et seq. of the If a person asked for information has failed to provide said French Commercial Code. information within the periods provided by the laws and regulations in force, or has provided incomplete or incorrect In the event of a failure to comply with the above requirements, information relating either to their status or the owners of the the penalties prescribed by law for any shareholder in breach of securities, the shares or securities giving immediate or future their obligation to declare the crossing of a legal threshold shall access to the Company’s equity in respect of which that person only be applied to the thresholds prescribed in the bylaws on the was registered in an account will be stripped of their voting demand, recorded in the minutes of the Shareholders’ Meeting, rights for any Shareholders’ Meeting held until the identifi cation of one or more shareholders holding at least one percent (1%) process is regularized, and payment of the corresponding of the Company’s share capital or voting rights. dividend will be deferred until that date. The Company reserves the right to announce to the public and to shareholders either the information notifi ed to it or any failure to comply with the above obligation by the person concerned.

6.2.8 Changes to the share capital

Unless stated otherwise in the bylaws, the share capital may be increased, reduced or canceled by any method and in any manner permitted by law.

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6.2.9 Distribution of proﬁ ts (Article 27 of the bylaws)

The profi t or loss of each fi scal year is determined according The Shareholders’ Meeting has the power to grant shareholders to the laws and regulations in force. the option to receive payment of all or part of their dividend or interim dividend in cash or in shares under the conditions laid In the event of a profi t for the fi scal year after deductions to down by the regulations in force. In addition, the Shareholders’ establish or increase legal reserves, the Shareholders’ Meeting, Meeting may decide that payment of all or part of dividends, on the proposal of the Management Board, may deduct any interim dividends, distributed reserves or premiums, or sums that it considers appropriate to be either retained and any reduction in capital, will be deducted in kind using the carried forward to the next fiscal year or allocated to one Company’s portfolio securities or assets. or more general or special reserve funds or distributed to shareholders. All shareholders share in profi ts and contribute to losses in proportion to their stake in the share capital.

6.3 SHARE CAPITAL 06 6.3.1 Number of shares

Share capital at December 31, 2016 was 143,409,298 euros, On the date of this Registration Document, the amount of the divided into 143,401,212 ordinary shares, 4,045 class C share capital was €146,132,712 . The share capital is divided preferred shares and 4,041 class D preferred shares. into 146,124,626 ordinary shares, 4,045 class C preferred shares and 4,041 class D preferred shares.

6.3.2 Securities giving access to capital

There were no outstanding securities giving access to capital a number of authorizations to issue securities giving access and voting rights at December 31, 2016. to the capital. These are described in Section 6.3.5.1 “Table of currently valid delegations on the date of this Registration The Shareholders’ Meeting of June 8, 2015, in resolutions 10, Document, concerning increases in capital and utilization as at 11, 12, and 15, and the Shareholders’ Meeting held May 10, December 31, 2016 ”. 2016, in resolutions 13 and 14, granted the Management Board

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6.3.3 Changes in share capital over the last three years

Capital before Nominal amount Capital after Number of transaction of transaction transaction shares after Year Date Type of transaction (in euros) (in euros) (in euros) transaction

2015 02/24/2015 Capital decrease to cover losses by reducing the par value of the shares 446,383,193.50 (336,844,642.72) 109,538,550.78 103,810,045 2015 05/15/2015 Capital increase through the issuance of Class C and Class D preferred shares 109,538,550.78 8,532.21 109,547,082.99 103,818,131 2015 06/08/2015 Capital increase by incorporation of premiums 109,547,082.99 98,909,577.01 208,456,660 103,818,131 2015 06/08/2015 Capital decrease to cover losses by reducing the par value of the shares 208,456,660 (104,638,529.00) 103,818,131 103,818,131 2015 06/29/2015 Capital increase by the issuance of Class B preferred shares 103,818,131 495,845 104,313,976 104,313,976 2015 06/29/2015 Capital increase by public offering without preferential subscription right 104,313,976 38,775,510 143,089,486 143,089,486 2015 08/07/2015 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,089,486 8,829 143,098,315 143,098,315 2015 10/15/2015 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,098,315 7,444 143,105,759 143,105,759 2015 12/15/2015 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,105,759 48,257 143,154,016 143,154,016 2016 01/06/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,154,016 16,206 143,170,222 143,170,222 2016 01/11/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,170,222 8,067 143,178,289 143,178,289 2016 02/01/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,178,289 15,835 143,194,124 143,194,124 2016 03/03/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,194,124 67,172 143,261,291 143,261,296 2016 03/14/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,194,125 92,166 143,286,291 143,286,291 2016 03/29/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,286,291 39,276 143,325,567 143,325,567 2016 04/11/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,325,567 36,194 143,361,761 143,361,761 2016 04/18/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,361,761 11,343 143,373,104 143,373,104 2016 04/22/2016 Capital increase by the creation of new shares following conversion of Class B preferred shares 143,373,104 36,194 143,409,298 143,409,298

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6.3.4 Information about potential dilution of shareholdings

The Company has issued preferred shares whose terms and conditions for conversion into ordinary shares appear in Section 6.2.3.2. of this Registration Document. At December 31, 2016 there were no stock options outstanding.

6.3.5 Summary tables of delegations relating to capital increases

6.3.5.1. Table of currently valid delegations on the date of this Registration Document, concerning increases in capital and utilization as at December 31, 2016 The table below summarizes all authorizations delegated and remaining valid at December 31, 2016, granted by shareholders at the Shareholders’ Meetings of June 8, 2015 and May 10, 2016, and the use made of such authorizations as of December 31, 2016:

Maximum Shareholders’ authorized capital Meeting (nominal amount Term Use in (No. of resolution) Type of authorization or percentage) (expiry) 2016 06 06/08/2015 Delegation of authority to the Management Board to increase share €500,000,000 26 months - (resolution 9) capital by capitalizing reserves, proﬁ ts, share premiums, acquisition (08/07/2017) premiums or goodwill on consolidation. 06/08/2015 Delegation of authority to the Management Board to issue shares and/ €70,000,000 (1) (2) 26 months - (resolution 10) or equity securities with preferential subscription rights giving access to (08/07/2017) other equity securities and/or securities entitling holders to receive debt and/or other securities giving access to future shares. 06/08/2015 Delegation of authority to the Management Board to issue shares €20,000,000 (1) (2) 26 months - (resolution 11) and/or equity securities without preferential subscription rights giving (08/07/2017) access to other equity securities and/or securities entitling holders to receive debt and/or other securities giving access to future shares through a public offering or as part of a takeover bid involving the exchange of shares. 06/08/2015 Delegation of authority to the Management Board to issue shares Shares: 10% 26 months - (resolution 12) and/or equity securities without preferential subscription rights giving of share capital (08/07/2017) access to other equity securities and/or securities entitling holders Other securities: to receive debt and/or other securities giving access to future shares €750,000,000 (1) through a private placement under Article L. 411-2 II of the French Monetary and Financial Code. 06/08/2015 Authorization to the Management Board, in the event of an issue 10% of share capital 26 months - (resolution 13) of shares and/or equity securities without preferential subscription per 12-month period (1) (08/07/2017) rights giving access to other equity securities and/or securities entitling holders to receive future shares, to set the issue price at no more than 10% of the share capital. 06/08/2015 Authorization granted to the Management Board to increase Regulatory ceiling 26 months - (resolution 14) the number of shares or securities issuable in the event of capital at issue date (1) (08/07/2017) increase with or without preferential subscription rights. 06/08/2015 Authorization granted to the Management Board to issue, without 10% of share capital (1) 26 months - (resolution 15) preferential subscription rights, shares and/or equity securities giving (08/07/2017) access to other equity securities and/or entitlement to the award of debt securities and/or securities granting access to capital securities issuable in consideration of contributions in kind made to the Company (excluding tender offers).

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Maximum Shareholders’ authorized capital Meeting (nominal amount Term Use in (No. of resolution) Type of authorization or percentage) (expiry) 2016

06/08/2015 Delegation of authority to the Management Board to reduce the share 10% of share capital 26 months - (resolution 20) capital by canceling treasury shares. per 24-month period (08/07/2017) 05/10/2016 Authorization for the Company’s share buy-back agreement. €50,000,000 (3) 18 months See (resolution 11) (11/09/2017) Section 6.3.8.1 05/10/2016 Authorization to the Management Board to grant free shares, The maximum number 38 months - (resolution 12) with automatic waiver of subscription rights, to corporate ofﬁ cers of shares granted (07/09/2019) and employees. cannot be more than 5% of the share capital on the day the Management Board approves the issue. 05/10/2016 Delegation of authority to the Management Board to increase the share 3% of share capital (2) 26 months See (resolution 13) capital by issuing shares and/or equity securities without preferential (07/09/2018) Section 6.5.4 subscription rights giving access to other equity securities and/or entitling holders to receive debt and/or other securities giving access to future shares to members of an employee savings plan only. 05/10/2016 Delegation of authority to the Management Board to increase the share 3% of share capital (2) 18 months See (resolution 14) capital by issuing without preferential subscription rights securities (11/09/2017) Section 6.5.4 reserved for certain categories of beneﬁ ciaries under an employee shareholders plan.

(1) The total maximum nominal amount of capital increases that can be held under this authority counts toward the overall ceiling of €100 million. (2) Thisamount 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 capital in accordance with law and regulations and any applicable contractual terms. (3) Up to a maximum number of shares representing 10% of the share capital, it being understood that the maximum number of shares held after purchases cannot be more than 10% of the share capital.

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6.3.5.2 Delegations relating to capital increases to be voted on at the Shareholders’ Meeting of May 10, 2017

Maximum share capital authorized Shareholders’ by each resolution Meeting (nominal amount Term (No. of resolution) Type of authorization or percentage) (expiry)

05/10/2017 Authorization for the Company’s share buy-back program . €50,000,000 (3) 18 months (resolution 18) (11/09//2017) 05/10/2017 Delegation of authority to the Management Board to increase share capital by capitalizing €500,000,000 26 months (resolution 19) reserves, proﬁ ts, share premiums, acquisition premiums or goodwill on consolidation. (07/09/2019) 05/10/2017 Delegation of authority to the Management Board to increase share capital through €70 ,000,000 (1) (2) 26 months (resolution 20) the issuance of shares and/or equity securities with preferential subscription rights giving (07/09/2019) access to other equity securities or securities entitling holders to receive debt and/or other securities giving rights to equity securities to be issued by the Company . 05/10/2017 Delegation of authority to the Management Board to increase share capital through €35,000,000 (1) (4) 26 months (resolution 21) the issuance of shares and/or equity securities without preferential subscription rights (07/09/2019) giving access to other equity securities and/or securities entitling holders to receive debt or other securities giving rights to equity securities to be issued by the Company through a public offering or a public exchange offering. 05/10/2017 Delegation of authority to the Management Board to increase share capital through 10 % of share capital 26 months (resolution 22) the issuance of shares and/or equity securities without preferential subscription rights per 12-month period (07/09/2019) 06 giving access to other equity securities and/or securities entitling holders to receive debt €750,000,000 and/or other securities giving rights to equity securities to be issued by the Company for debt securities (1) (4) through a private placement under Article L. 411-2 II of the French Monetary and Financial Code. 05/10/2017 Authorization to the Management Board, in the event of an issue of shares and/or equity 10% of share capital 26 months (resolution 23) instruments without subscription rights giving access to other equity instruments and per 12-month period (1) (07/09/2019) equity securities entitling holders to receive future shares, to set the issue price at no more than 10% of the share capital. 05/10/2017 Authorization granted to the Management Board to increase the number of shares or 15% of the initial 26 months (resolution 24) securities issuable in the event of capital increase with or without preferential subscription issuel (1) (07/09/2019) rights. 05/10/2017 Authorization granted to the Management Board to increase share capital through the 10% of share capital (1) 26 months (resolution 25) issuance of shares and/or equity securities giving access to other capital securities and/or (07/09/2019) entitlement to the award of debt securities and securities giving rights to equity securities to be issued in consideration of contributions in kind made to the Company (excluding tender offers). 05/10/2017 Delegation of authority to the Management Board to increase the share capital by issuing 2% of share capital (1) (2) 26 months (resolution 26) shares and/or equity securities without preferential subscription rights giving access to (07/09/2019) other equity securities and/or entitling holders to receive debt and/or other securities giving access to future shares, reserved for members of an employee savings plan. 05/10/2016 Delegation of authority to the Management Board to increase the share capital by issuing 2% of share capital (1) (2) 18 months (resolution 27) without preferential subscription rights securities reserved for certain categories of (11/09/2018) beneﬁ ciaries under an employee shareholding plan. 05/10/2017 Delegation of authority to the Management Board to reduce the share capital 10% of share capital 26 months (resolution 29) by cancellation of shares purchased under share buyback program . per 24 -month period (07/09/2019)

(1) The total maximum nominal amount of capital increases that can be held under this authority counts toward the overall nominal ceiling of €70 million. (2) Thisamount 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 capital in accordance with law and regulations and any applicable contractual terms. (3) Upto a maximum number of shares representing 10% of the share capital, it being understood that the maximum number of shares held after purchases cannot be more than 10% of the share capital. (4) The maximum global nominal amount of increases in capital likely to be conducted pursuant to the 21st and 22nd resolutions may not be greater than €35 million and shall be deducted from the global ceiling of €70 million.

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6.3.6 Non-equity securities

As of the ﬁ ling date of this Registration Document, the Company has issued no non-equity securities.

6.3.7 Pledges

At the date of this Registration Document, to the Company’s knowledge, none of the shares comprising its capital was pledged.

6.3.8 2016 Share buy-back agreement

6.3.8.1 Description of the 2016 buy-back option or similar plan, granting free shares or allocating or agreement selling shares to employees as part of an employee proﬁ t- sharing scheme, or setting up a Company or Group employee savings plan (or similar scheme); or (A) Legal framework a delivering or exchanging shares in exercise of rights attached By approving resolution 11 of the Combined General Meeting of to securities entitling the holder, in any manner, to receive May 10, 2016, shareholders authorized the Management Board shares in the Company; or to implement a share buy-back agreement in accordance with Article L. 225-209 of the French Commercial Code and a conserving or delivering (in exchange, payment or otherwise) AMF general regulations (the “Buy-back Agreement”). in the course of any acquisition, merger, split or contribution This authorization cancels and replaces that granted at the in kind. Shareholders’ Meeting of June 8, 2015. The Buy-back Agreement is also intended to permit any other practice that may in future be permitted or recognized by law (B) Characteristics of the Buy-back Agreement or the AMF or any other purpose in accordance with applicable The Buy-back Agreement was approved for a period of 18 regulations. In these circumstances, the Company will inform months from the date of the Shareholders’ Meeting of May 10, its shareholders by press release. 2016, until November 9, 2017. The maximum purchase price per share under this authorization is €20.00. The Management 6.3.8.2 Share buy-backs and disposals Board was authorized to buy a number of shares representing carried out by Europcar Groupe up to 10% of the Company’s share capital at the purchase date. in 2016 The various objectives of the Buy-back Agreement, in accordance with the prevailing regulations and market practices In 2016 the Management Board implemented the Buy- accepted by the AMF, are as follows: back Agreement and bought a total of 2,547,819 shares at an average price of €8.60 for a total cost of €22,126,867, a canceling treasury shares by virtue of an authorization to distributed as follows: the Management Board conferred by the Extraordinary Shareholders’ Meeting; or (A) Buy-back of shares for cancellation a market making on the secondary market or promoting trading Europcar Groupe did not cancel any shares in 2016. of the Company’s shares under a liquidity contract with an independent investment services provider in accordance with a code of practice approved by the AMF; or (B) Buy-backs of shares for market making under the liquidity contract. a allocating shares to employees and corporate ofﬁ cers of the Company or entities that are or will be related to it in No securities were held under this liquidity contract at accordance with applicable laws by implementing any stock December 31, 2016.

350 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL SHARE CAPITAL

The total number of shares bought during 2016 on the (G) Reallocations Company’s behalf under the market making liquidity contract The Company did not reallocate any shares in 2016. with Rothschild & Cie Banque was 1,920,979shares, at an average price per share of €9.10 and a total cost of €17,195,188. Of these, 806,568 were acquired at an average (H) Amount of trading fees price of €9.84per share and a total cost of €7,924,977, under The amount of trading fees with respect to share buy-backs the authorization granted by resolution 4 of the Combined totaled €69,736 before VAT in 2016. General Meeting of June 8, 2015, and a further 1,114,411were acquired at an average price of €8.48 and a total cost of €9,270,211under the authorization granted by resolution 11 6.3.8.3 Share buy-backs and disposals of the Shareholders’ Meeting of May 10, 2016. carried out in early 2017

Between the start of 2017 and March 31, 2017 Rothschild & Cie (C) Share buy-backs for grant to employees and Banque bought on Europcar Groupe’s behalf 409,388 shares corporate offi cers at an average price of €9.62 and a total cost of €3,924,692 During the 2016 fi scal year, the Company purchased, under and sold 318,678 shares at an average €9.67 for a total the authorization granted by the eleventh resolution adopted €3,071,369. Europcar Groupe did not use derivatives to make by the Combined General Meeting on May 10, 2016, 453,434 its purchases during this period. shares to be allocated to the benefi ciaries of free share grants, At March 31, 2017, the number of shares held by the Company at the average price of €8.10 per share, for a total cost of under the liquidity contract was 717,550 . €3,755,199. The Company did not purchase any shares with a view to allocating them to the benefi ciaries of free share grants pursuant to the authorization granted by the fourth resolution 6.3.8.4 Authorization to be voted on adopted by the Combined General Meeting on June 8, 2015. at the Shareholders’ Meeting 06 of May 10, 2017 (D) Share buy-backs for conservation or future use in M&A The Management Board will be seeking a new 18-month authorization at the Shareholders’ Meeting to be held on In 2016, under the authorization granted by resolution 11 of the May 10, 2017, to buy up to 10% of the outstanding shares in Shareholders’ Meeting of May 10, 2016, the Company bought the Company (i.e., for indicative purposes, 14,340,929 shares 173,406 shares at an average price of €7.83 and a total cost at December 31, 2016) at a maximum price per share of €20, of €1,176,480 for conservation and subsequent use in M&A it being specified that the total maximum amount that the transactions. Company may devote to the buyback of its own shares may not exceed €50 million. (E) Disposals of shares in 2016 If approved by shareholders at the meeting, the Company will In 2016, the total number of shares sold on the Company’s use these shares, in accordance with Articles 241-1 to 241-5 behalf under the market making liquidity contract with of the AMF general regulations, L.451-3 of the French Monetary Rothschild & Cie Banque was 1,920, 979 shares, at an average and Financial Code and European regulations on market abuse price per share of €9.39 and a total cost of €17,382,961. for: a cancellation under a cancellation authorization granted to the (F) Methods used for share buy-backs Management Board by the Extraordinary General Meeting; During the 2016 fi scal year, the Company purchased 626,840 a supply of the secondary market or liquidity of the Company shares through direct purchases on the market, at the average shares under a liquidity contract with an independent price of €8.10 per share, for a total cost of €4,931,680. investment services provider, in accordance with an ethics Moreover, the Company purchased, via a liquidity agreement charter recognized by the AMF; entered into with Rothschild & Cie Banque, for a total of a allocation or transfer of shares to employees and corporate 1,920,979 shares at an average price of €9.10, for a total cost offi cers of the Company and/or companies that are or will be of €17,195,188. related to it under the conditions defi ned by the applicable The Company did not use derivatives to make its purchases law, notably the exercise of stock options, the grant of free during this period. shares company profi t-sharing schemes ;

EUROPCAR REGISTRATION DOCUMENT 2016 351 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL SHARE CAPITAL

a delivering or exchanging shares upon the exercise of rights a any other practice allowed or recognized by law or by the attached to debt securities entitling the holder, in any manner, AMF, or that comes to be allowed, or any other objective that to receive shares in the Company; or complies with the prevailing regulations. a retention or surrender of shares (as exchange, payment or These t ransactions may be carried out during 18 months otherwise) in connection with possible acquisitions ; from May 10, 2017 within the limits set by the applicable regulations.

6.3.9 Conditions governing all rights of acquisition and/or all obligations attached to subscribed but not paid up capital

Not applicable.

6.3.10 Share capital of all Group entities subject to an option or an agreement to issue options on it

Ubeeqo E-Car Club

In November 2014, the Company acquired a majority stake in In July 2015, the Company acquired a majority holding in the Ubeeqo, a car-sharing company, and subscribed to its capital company E-Car Club, a company specializing in electric car- increase in 2015. At December 31, 2016, the Europcar Lab held sharing in the United Kingdom and subscribed for the capital 75.70% of Ubeeqo’s capital, with the remaining 24.30% held in increase it carried out in 2016. equal amounts by the two founders. Pursuant to agreements E-Car Club is 80% held by Europcar Lab, with the remainder made on November 26, 2014 the Company undertook to of the capital being held by the two founders and the investor repurchase the shares held by the founders starting from Centrica Ignite. The Company is committed to buying back the January 1, 2017. On February 17, 2017, Europcar Lab acquired shares held by the Founders and Centrica Ignite in two blocks the minority participating interest of 24.30% from the founders from now to September 30, 2017. of Ubeeqo. Thus, on the date of this Registration Document, via its subsidiary Europcar Lab, the Company indirectly held 100% of the capital and voting rights of Ubeeqo.

352 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL MAIN SHAREHOLDERS OF THE COMPANY

6.4 MAIN SHAREHOLDERS OF THE COMPANY

6.4.1 Shareholding structure at December 31, 2016 and changes in the last three ﬁ scal years

Distribution of capital in the last three ﬁ scal years voting rights, which include votes attached to non-voting shares in accordance with Article 223-11 of the AMF’s general The table below gives information about the Company’s regulations. This forms the denominator for shareholders’ shareholding structure at December 31, 2016, and changes to calculate their percentage holdings of the share capital over the last three years. In accordance with the AMF’s Position- and voting rights for the purpose of regulatory declarations Recommendation 2009-16, it shows theoretical or “gross” (including threshold crossing regulations).

To the best of the Company’s knowledge, at December 31, 2016, except for Eurazeo S.A., ECIP Europcar Sarl and Morgan Stanley, no other shareholder, directly or indirectly, alone or in concert, holds more than 5% of the share capital or voting rights.

% of Voting rights at % of voting rights % of share Theoretical theoretical Shareholders’ at Shareholders’ Shares capital voting rights voting rights Meeting Meeting

At Dec. 31, 2016 06 Eurazeo SA 60,545,072 (1) 42.22% 60,544,838 42.22% 60,544,838 42,41% ECIP Europcar Sarl 9,036,469 6.30% 9,036,469 6.30% 9,036,469 6.33% Morgan Stanley 7,400,955 5.16% 7,400,955 5.16% 7,400,955 5.18% Executives and employees 170 619 (2) 0,12% 162 767 0,11% 162 767 0.11% Free ﬂ oat 65,629,343 45.76% 65,629,343 45.77 % 65,629,343 45.97% Treasury shares 626,840 0.44% 626,840 0.44 % - 0.00%

TOTAL 143,409,298 100% 143,401,212 100% 142,774,372 100% As at Dec. 31, 2015 Eurazeo SA 60,544,838 42.29% 60,544,838 42.34 % 60,544,838 42.34% ECIP Europcar Sarl 9,036,469 6.31% 9,036,469 6.32% 9,036,469 6.32% Morgan Stanley 7,228,551 5.05% 7,228,551 5.05% 7,228,551 5.05% Executives and employees 210,985 (3) 0.15% 55,465 0.04% 55,465 0.04% Free ﬂ oat 66,133,173 46.20% 66,133,173 46.25 % 66,133,173 46.25% Treasury shares - - - - -

TOTAL 143,154,016 100% 142,998,496 100% 142,998,496 100% At Dec. 31, 2014 Eurazeo SA 89,710,870 (4) 86.42% 89,601,085 86.63 % 89,601,085 86.63 % ECIP Europcar Sarl 13,480,307 12.99% 13,480,307 13.03 % 13,480,307 13,03 % Eureka Participation SAS 346,607 0.33% 346,607 0.34 % 346,607 0.34 % Executives and employees 272,261 (5) 0.26% 4 0.00% 4 0.00% Free ﬂ oat ------Treasury shares ------

TOTAL 103,810,045 100% 103,428,003 100% 103,428,003 100%

(1) Of which 234 class D preferred shares. (2) Of which 4,045 class C preferred shares and 3,807 class D preferred shares held by certain current or former Group employees or executives. (3) Of which 55,465 ordinary shares, 147,434 class B preferred shares, 4,045 class C preferred shares and 4,041 class D preferred shares held by certain current or former Group employees or executives. (4) Of which 89,601,085 ordinary shares and 109,785 class B preferred shares. (5) Of which 272,257 class B preferred shares held by certain current and former Group employees or executives at December 31, 2014, and 4 ordinary shares held by Company directors at December 31, 2014 as consumer loans granted by Eurazeo.

EUROPCAR REGISTRATION DOCUMENT 2016 353 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL MAIN SHAREHOLDERS OF THE COMPANY

6.4.2 Notices of threshold crossings

In 2016, the following legal threshold crossings were declared:

Threshold Date of AMF % of share capital crossing threshold declaration Shares and/or voting (upwards or Shareholder crossing number held rights declared downwards)

Morgan Stanley Plc (1) February 25, 2016 216C0595 0 0.00% Morgan Stanley Plc (1) February 26, 2016 216C0603 7,246,226 5.06% Morgan Stanley Plc (1) March 4, 2016 216C0652 19,438 0.01% Morgan Stanley Plc (1) March 9, 2016 216C0679 7,206,042 5.03% Morgan Stanley Plc (1) March 10, 2016 216C0684 19,018 0.01% Morgan Stanley Plc (1) March 14, 2016 216C0701 7,183,016 5.01% Morgan Stanley Plc (1) April 7, 2016 216C0881 19,618 0.01% Morgan Stanley Plc (1) June 8, 2016 216C1353 7,323,432 5.11% Morgan Stanley Plc (1) June 20, 2016 216C1482 0 0.00% Morgan Stanley Plc (1) June 24, 2016 216C1541 7,197,718 5.02% Morgan Stanley Plc (1) June 28, 2016 216C1544 0 0.00% Morgan Stanley Plc (1) December 27, 2016 217C0003 7,400,955 5.16%

(1) Acting on behalf of the funds that it manages. Threshold crossing (upwards). Threshold crossing (downwards ).

6.4.3 Shareholders’ voting rights

Information on voting rights are explained in Section 6.2.5 “Shareholders’ Meetings” of this Registration Document.

6.4.4 Control of the Company

At the date of this Registration Document, Eurazeo is the of the three members of the Compensation and Nominations Company’s reference shareholder. The Company believes there Committee are also considered to be independent. is no risk that control will be exercised in an abusive manner. In As of December 31, 2016, the Company was 42.22% controlled this regard, at least half of the Supervisory Board is composed by Eurazeo. The remainder of the share capital was held by of independent members and at least two thirds of each of ECIP Europcar Sarl for 6.30%, Morgan Stanley for 5.16% and the two specialized committees, namely the Audit Committee by current and former employees and executives of the Group and the Compensation and Nominations Committee, is made and ﬂ oating shareholders, who collectively held 45.88%. up of independent members, while the Compensation and Nominations Committee is chaired by an independent member For matters concerning the absence of conﬂ icts of interest see of the Supervisory Board. Section 5.1.3.3 “No conflicts of interest” in this Registration Document. At the date of this Registration Document, six of the ten members of the Supervisory Board are considered independent. Three of the four members of the Audit Committee and two

354 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL MAIN SHAREHOLDERS OF THE COMPANY

6.4.5 Shareholders’ agreements

6.4.5.1 Agreements concerning Europcar At the time of the IPO the B managers could (i) convert all or shares declared to the AMF part of their B shares into ordinary shares (the “Conversion Right”) and (ii) sell the resulting ordinary shares pari passu to Pursuant to Article L. 233-11 of the French Commercial Eurazeo (the “Pari Passu Right of Sale”). Code, the AMF has made public the shareholders’ agreement signed on July 31, 2015 between Eurazeo and ECIP Europcar The Pari Passu Right to Sell enabled the B managers, if they (Decision and Information No. 215C1243). This agreement so wished, to sell part of their ordinary shares to Eurazeo under bears on the possible sale of their respective shareholdings the same terms and conditions as those sold by Eurazeo as in the Company. part of the IPO. The main provisions of the agreement are as follows: A lock-up period of 180 days following the IPO, which expired on December 26, 2015, was imposed on the B managers a absence of action in concert: the parties have declared who could not then sell their ordinary shares resulting from that they do not intend to act in concert with each other with the conversion of their Class B shares except through the Pari regard to the Company within the meaning of Article L. 233- Passu Right to Sell. 10 of the French CommercialCode; The B managers could exercise their Conversion Right at any a transfer of securities: the agreement provides that in time from the moment the IPO was announced until 20 trading case of sale of all or part of the interest held by Eurazeo days after publication of Eurazeo’s 2015 results, until April 14, and ECIP Europcar in the capital of the Company, Eurazeo 2016 (the “Conversion Period”). and ECIP Europcar will sell their respective interests in the Company concurrently on the same legal and fi nancial terms. At the end of the Conversion Period, the B shares of any B 06 In case of partial sale, the number of shares of the Company manager not having exercised their Conversion Right would sold respectively by Eurazeo and ECIP Europcar will be be converted into an equal number of ordinary shares in the determined in proportion to their respective shareholdings Company. in the Company before the partial sale in question; At December 31, 2016, there were no longer any B shares in a term of the agreement: the agreement provides that it will the Company’s capital. last as long as each party holds shares of the Company. Either party may terminate the shareholders’ agreement by Investment Agreement written notifi cation to the other party at least three months In conjunction with the issuance by the Company of class C and before the effective date of termination. class D preferred shares (the “C Shares” and the “D Shares”) Eurazeo concluded an agreement with a number of Group 6.4.5.2 Agreements entered into executives and employees on the Executive Committee (the by shareholders “C managers”) relating to the subscription by the C managers of C Shares and by Eurazeo of D shares (the “Investment Agreement”). Management Agreement The D Shares were subject to a promise by Eurazeo to sell A shareholders’ agreement (“the Management Agreement”) them in favor of C managers and an obligation imposed on dated July 29, 2011 was agreed between Eurazeo and C managers to purchase them from Eurazeo in the event of certain executives and current and former employees of the the signing of a security agreement relating to the IPO. The D Company holding Class B preferred shares (“the B Shares”). Shares were sold by Eurazeo to the C managers following the This agreement, concluded for a duration of 15 years, legally signing of a security agreement as part of the IPO. ended with the listing of the Company’s shares on Euronext Paris on June 26, 2015 (the Initial Public Offering or IPO). The main provisions of this agreement remain in force since the IPO and are summarized below. Other than clauses relating to the governance of the Company requiring the prior authorization of the Supervisory Board In accordance with this agreement, the Class C preferred for certain decisions of the executives, the Management shares and Class D preferred shares held by the C managers Agreement contained an inalienability clause for the securities may not be sold, subject to certain exceptions, such as, of the Company held by the B managers until the date of in particular, the sale to Eurazeo in the event of certain publication by Eurazeo of its fi nancial results for the year ended departures by C managers in the two years following the December 31, 2015 except in certain circumstances including effective date of the agreement. The provisions with respect an IPO. to the sale of shares to Eurazeo will terminate once Eurazeo

EUROPCAR REGISTRATION DOCUMENT 2016 355 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL PROFIT-SHARING AGREEMENTS AND INCENTIVE PLANS – EMPLOYEE SHAREHOLDING

no longer holds any shares of the Company. In accordance its ordinary shares to a third party or (ii) in the event that Eurazeo with these provisions, following the departure of one of the C tenders its ordinary shares of the Company to a public offering. managers, in June 2016 Eurazeo bought back 234 D shares In accordance with applicable law, prior to the Shareholders’ held by the latter. Meeting of February 24, 2015 that authorized the issuance The parties also undertook to ensure that decisions subject to of the Class C preferred shares and the Class D preferred prior authorization by the Supervisory Board under the bylaws shares, special Statutory Auditors’ reports and a report by a are not adopted without the Board’s prior authorization. contribution auditor (commissaire aux apports) in charge of assessing special beneﬁ ts were prepared. The Investment Agreement has a term of ten years and will terminate (i) in the event of a successful public offering for all of the Company’s share capital following a transfer by Eurazeo of

6.4.6 Agreements likely to lead to a change of control

As of the date of this Registration Document, to the Company’s could lead to a change of control at a later date. knowledge, there are no agreements whose enforcement

6.5 PROFIT-SHARING AGREEMENTS AND INCENTIVE PLANS – EMPLOYEE SHAREHOLDING

For more information on proﬁ t-sharing and on stock options As of December 31, 2016, employees of the Company and its held by members of the Management Board and Supervisory related entities held a total of 164,619 ordinary shares, 1,757 Board and by certain Group employees, see Section 5.3 Class C preferred shares, and 1,753 Class D preferred shares, “Compensation and Benefits in kind received by corporate representing 0.12% of the share capital. officers” and Section 6.3 “Share Capital” in this Registration Document.

6.5.1 Proﬁ t-sharing agreements

Pursuant to Article L. 3322-2 of the French Labor Code, profi t- agreements. Each agreement covers all employees having sharing agreements are mandatory in companies with 50 or been with either company for more than three months. more employees and having taxable profi ts of greater than a The equation set forth in the French Labor Code is used to 5% return on equity. calculate the special profi t-sharing reserve for each agreement. Europcar International and Europcar France, which have more than 50 employees each, have their own profi t-sharing

356 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL PROFIT-SHARING AGREEMENTS AND INCENTIVE PLANS – EMPLOYEE SHAREHOLDING

6.5.2 Company savings plans and similar plans

Pursuant to Articles L. 3323-2 and L. 3323-3 of the French The Company is part of a group savings plan with Europcar Labor Code, companies with profi t-sharing agreements are International while Europcar France has its own company also required to maintain a company savings plan. A company savings plan. or group savings plan is a collective savings scheme offering In accordance with Article 3332-25 of the French Labor Code, employees of the member companies the ability, with the help investors have the right to liquidate the assets available in the of their employer, to build an investment portfolio. In particular, plan in order to exercise options on shares granted pursuant it can receive amounts from a profit-sharing agreement or to Articles L. 225-177 or L. 225-179 of the French Commercial incentive plan as well as voluntary contributions. Amounts Code. The shares thus subscribed for or purchased by the invested in a company savings plan cannot be withdrawn for investor are then paid into the savings plan and only become fi ve years except in the early withdrawal cases provided for available fi ve years after this payment. by law.

6.5.3 Incentive plans

The incentive plan is an optional scheme whose purpose is to Labor Code deﬁ ned by means of an equation contingent on enable a company to give employees a collective interest in the Company’s results or performance. 06 the Company’s results or performance through immediately As such, the Group has incentive plans with the majority of its payable bonuses pursuant to Article 3312-1 of the French French entities.

6.5.4 Employee shareholdings

In 2016, the Group launched the Esop 2017 Plan, its first The subscription price of €8 per share set on January 20, 2017, international share offer reserved for employees of the Company corresponds to the average opening price on the twenty trading and Group subsidiaries wholly owned either directly or indirectly days immediately preceding the Management Board decision by the Company, who are members of Europcar’s Group fi xing the dates for the subscription/cancellation of shares, less Employee Savings Plan (the “GESP”) and the International a 15% discount rounded up to the nearest euro cent. Each Group Employee Savings Plan (“IGESP”) and whose registered subscriber received from the Company shares corresponding offi ces are in Australia, Belgium, France, Germany, Italy, New to 100% of their initial subscription up to €1,000 gross value. Zealand, Portugal, the USA and the UK (the “Offer”). The Offer resulted in a gross capital increase €21,787,312 on Under the terms of the Offer, in accordance with the February 24, 2017 by the issue of 2,723,414 new shares at authorizations granted by the Company’s Combined price per share of €8. 2,177 employees in the ten countries General Meeting of May 10, 2016 (resolutions 13 and 14), concerned, representing 33% of the Group’s workforce, the Management Board, after obtaining the approval of the subscribed for the Offer. As a result, the shares held by Group Supervisory Board, decided on August 31, 2016, to increase employees represented 1.98% of the Company’s share capital the Company’s capital for the benefi t of (i) GESP and IESP at March 31, 2017, compared to 0.12% at December 31, 2016. members and (ii) a special purpose entity belonging to a bank The new shares issued under the Offer are ordinary shares whose sole purpose is to subscribe for, hold and sell shares in in the Company. They were listed for trading on the Euronext the Company in order to implement the Offer, up to a maximum Paris market immediately on issue as part of the same code nominal amount of 2% of the share capital at the date the as existing shares. They carry dividend rights from January 1, decision was taken. 2017.

EUROPCAR REGISTRATION DOCUMENT 2016 357 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL ITEMS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC TAKEOVER BID

6.6 ITEMS LIKELY TO HAVE AN IMPACT IN THE EVENT OF A PUBLIC TAKEOVER BID

The disclosures required pursuant to Article L. 225-100-3 of 6.3.5.1 “Summary of current delegations of authorization to the French Commercial Code are contained in Sections 6.3 increase capital and their use to December 31, 2016” and 6.3.8 “Share capital” (concerning the capital structure), 6.4.5.1 “Share buy-back agreement” (concerning the purchase by “Agreements concerning Europcar securities declared to the Europcar Groupe S.A. of its own shares), 6.4.5.2 “Agreements AMF” (on clauses in agreements notified to the Company concluded by the shareholders” (concerning agreements ending pursuant to Article 233-11 of the French Commercial Code), in the event of a change of control) and 5.3.1.8 “Compensation 6.4.2 “Notices of threshold crossings” (relating to investments in the event of forced termination of office” (concerning the reported under Article 233-7 the French Commercial Code), indemnities in the event of termination of ofﬁ ce for membersof 6.4.5.2 “Agreements entered into by shareholders” (concerning the Management Board) of this 2016 Registration Document. shareholder agreements resulting in restrictions on the This Registration Document is available on the AMF website transfer of shares), 6.2.2.1 “Management Board” and 6.2.2.2 (www.amf-france.org) and on the Europcar website (http:// “Supervisory Board” (on the rules governing the appointment ﬁ nance.europcar-group.com). and replacement of Executive Board and Supervisory Board members and amendments to the bylaws of Europcar Groupe),

6.7 DIVIDEND DISTRIBUTION POLICY

6.7.1 Dividend distribution policy

In accordance with the law and the Company’s bylaws, the restrictions related to the Group’s debt instruments. Future Company’s shareholders may at their Shareholders’ Meeting, dividends will depend in particular on the Group’s overall upon the recommendation of the Management Board and ﬁ nancial position as well as any other factor considered relevant the prior approval of the Supervisory Board, authorize the by the Management and Supervisory Boards. distribution of dividends in respect of the year just ended, or a The Company’s future dividend distribution policy will take distribution by withdrawal from the Company’s share premium. into account the Company’s results, its financial position, The Company did not distribute any dividends for the year the achievement of its objectives set forth in Section 3.8 ended December 31, 2015 and December 31, 2014. “Information on mid-term trends and objectives” of this Registration Document, and the restrictions applicable to The Company will put to the vote of the Shareholders’ Meeting the distribution of dividends under the Group’s various debt on May 10, 2017, a dividend to be paid to its shareholders instruments, which are summarized in Section 6.7.2 below. against the share premium representing 50% of its consolidated net proﬁ t for 2016, up to the legal limits on distribution and

6.7.2 Restrictions on dividend payments

The restrictions on dividends and reserves under the Section 3.2.3 “Description of the financing as of December 31, Company’s principal debt instruments are set out below. 2016” of this Registration Document. For more information on the Group’s debt instruments, see

358 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL DIVIDEND DISTRIBUTION POLICY

Senior Notes Senior Revolving Credit Facility

With the exception of payment of dividends between The RCF also restricts the payment of dividends or other forms restricted subsidiaries, the documentation applicable to the of distribution by the Company. Following the Company’s IPO, Notes restricts the payment of dividends or other forms of under the RCF as amended, the Company is authorized to pay distribution by the Company and its restricted subsidiaries. dividends or other forms of distribution provided no default or Payment of dividends and other forms of distribution are events of default have occurred or remain in force, totaling up authorized as summarized below. to 50% of consolidated net profi t for the fi scal year or other period concerned and 100% of the net proceeds on issue or The documentation for the Notes permits the payment of sale of Company shares; or up to the higher of: dividends by the Company and restricted subsidiaries so long as no default or default event has occurred or might occur (a) 6% of the proceeds received from the Company’s IPO; as a result of such payment and so long as the Company and is able to incur at least €1.00 of additional indebtedness in (b) (a) 5% of the Company’s share capital (based on the compliance with the limitation on additional indebtedness arithmetic average of closing prices for the Company’s (according to which new indebtedness may be incurred if, shares in the 30 consecutive trading days preceding the after giving effect thereto on a pro forma basis, the corporate announcement of the dividend), provided that after the consolidated fi xed charge coverage ratio as defi ned in the payment of the dividend or any other formof distribution terms of the Notes is greater than 2.0) and the aggregate on a pro forma basis the Company’s consolidated amount of the proposed dividend (together with other fi nancial leverage ratio (as defi ned in the RCF) remains restricted payments) paid subsequent to the issue date of less than 4.5:1.0; or (b) 3% of the Company’s share such notes does not exceed the following aggregate amount capital, provided that after the payment of the dividend (without duplication): or any other form of distribution on a pro forma basis, (a) 50% of consolidated net income for the period (treated the Company’s consolidated fi nancial leverage ratio (as 06 as one accounting period) from April 1, 2015 to the defi ned in the RCF) is greater than or equal to 4.5:1.0 but end of the most recent fi scal quarter ending prior to the less than 5.0:1.0. date of such payment for which fi nancial statements are available (or, in case such consolidated net income is a defi cit, minus 100% of such defi cit); plus EC Finance Notes (b) 100% of the aggregate net cash proceeds and the With the exception of payment of dividends between fair market value of property or assets received by the restricted subsidiaries, the documentation applicable to the Company from the issue or sale of its qualifi ed share EC Finance Notes restricts the payment of dividends by capital or other capital contributions, after the completion Europcar International and its restricted subsidiaries. Payment date (other than certain exceptions); plus of dividends is authorized as summarized below. (c) certain other amounts relating to the conversion of The documentation for the EC Finance Notes authorizes the certain debt securities into stock and other amounts. payment of dividends by ECI and its restricted subsidiaries so long as no default or default event has occurred or might In addition, following the listing of the Company’s shares on occur as a result of such payment and so long as ECI is Euronext Paris, the documentation for the Notes permits the able to incur at least €1.00 of additional indebtedness in payment of dividends by the Company, so long as no default compliance with the limitation on additional indebtedness or default event has occurred, is occurring or might occur as (according to which ECI may incur additional indebtedness a result, in an annual amount up to the higher of: when, on a pro forma basis, the consolidated fi xed charge (a) 6% of the aggregate gross cash proceeds received by coverage ratio of the Company as defi ned in the terms and the Company in or from such public offering; and conditions of the EC Finance Notes is greater than 2.0:1.0) and the aggregate amount of the proposed dividend (together (b) (i) 5% of the market capitalization of the Company (on with other restricted payments) paid subsequent to the issue the basis of the arithmetic average of the closing price date of these notes does not exceed the following aggregate of the Company’s shares in the 30 consecutive trading amount (without duplication): days preceding the dividend declaration date) provided that, after having given effect to the dividend payment on (a) 50% of the Company’s consolidated net income for the a pro forma basis, the consolidated corporate fi nancial period (treated as one accounting period) from July 1, leverage ratio of the Company (as defi ned in the terms 2014 to the end of the most recent fi scal quarter ending and conditions of the Notes) is less than 3.0:1.0; or (ii) prior to the date of such payment for which financial 3% of the market capitalization of the Company provided statements are available (or, in case such consolidated that, after having given effect to the dividend payment net income is a defi cit, minus 100% of such defi cit); plus on pro forma basis the, consolidated corporate fi nancial leverage ratio of the Company (as defi ned in the terms and conditions of the Notes) is greater than or equal to 3.0:1.0 but less than 3.5:1.0.

EUROPCAR REGISTRATION DOCUMENT 2016 359 06 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL MARKET FOR THE SHARE

(b) 100% of the aggregate net cash proceeds received by (b) 5% of the Company’s market capitalization (based on the ECI from the issue or sale of its qualiﬁ ed capital stock or arithmetic mean of the closing prices of the Company’s other capital contributions, after the issue date (other than share in the 30 consecutive trading days preceding the certain exceptions); plus declaration of the dividend) provided that, after having given effect to the dividend payment on a pro forma (c) certain other amounts relating to the conversion of certain basis, the Company’s consolidated financial leverage debt securities into stock and other amounts. ratio (as deﬁ ned in the terms of the EC Finance Notes) In addition, following an initial public offering of the Company’s is less than 4.5:1.0; or (b) 3% of the Company’s market shares or ECI’s shares, the documentation for the EC Finance capitalization provided that, after having given effect to the Notes will permit the payment of dividends by ECI, so long as dividend payment on a pro forma basis, the Company’s no default or event of default has occurred and is continuing consolidated leverage ratio is greater than or equal to or would be caused thereby, in an amount per annum not to 4.5:1.0 but less than 5.0:1.0. exceed the greater of: (a) 6% of the share of the issuance proceeds used to capitalize ECI or to repurchase or reimburse the Outstanding Subordinated Notes; and

6.8 MARKET FOR THE SHARE

6.8.1 Market where Europcar Groupe shares are traded

Europcar Groupe shares are listed on Euronext - compartment a Other listings; none. A of the Euronext Paris regulated market. a Nominal value: €1.00. a Securities outstanding at December 31, 2016: 143,401,212. Europcar Groupe share fact sheet a Share price at December 31, 2016: €9.634. a ISIN code: FR0012789949. a Market capitalization at December 31, 2016: €1,381,527,276 . a Listings: continuous trading on Euronext - compartment A of the NYSE Euronext Paris regulated market.

360 EUROPCAR REGISTRATION DOCUMENT 2016 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL MARKET FOR THE SHARE

6.8.2 Trading volumes and share price in 2016

-16.16% 10

06/25/15 07/25/15 08/25/15 09/25/15 10/25/15 11/25/15 12/25/15 01/25/16 02/25/16 03/25/16 04/25/16 05/25/16 06/25/16 07/25/16 08/25/16 09/25/16 10/25/16 11/25/16 12/25/16 01/25/17 02/25/17 06 Europcar Source: Euronext

2016 2015

% change 2016/2015 Share price for the last share (Number of shares) High Low 31/12/16 High Low 31/12/15 price of the year

Share 12. 165 6. 875 9. 634 12. 725 10. 85 12. 165 - 20. 8 % CAC 40 Index 4, 862,31 3, 896,71 4, 862. 31 5, 268. 91 4, 083. 50 4, 637. 06 4. 9 %

2016 2015

Daily Daily Transactions Total average Total average

In number of shares 61, 460, 147 238, 218 59, 238, 091 442, 075 In capital (In millions of euros) 535. 64 2. 07 709. 45 5. 29

EUROPCAR REGISTRATION DOCUMENT 2016 361 362 EUROPCAR REGISTRATION DOCUMENT 2016 07

ADDITIONAL INFORMATION

7.1 PERSONS RESPONSIBLE FOR 7.3 SIGNIFICANT CONTRACTS 368 THE REGISTRATION DOCUMENT 364 7.1.1 Name and position of the person responsible 7.4 STATUTORY AUDITORS’ SPECIAL for the Registration Document 364 REPORT ON RELATED PARTY 7.1.2 Statement by the person responsible AGREEMENTS AND REGULATED for the Registration Document 364 COMMITMENTS 369 7.1.3 Name and position of the person responsible for the fi nancial information 364 7.5 STATUTORY AUDITORS’ FEES 373 7.1.4 Persons responsible for auditing the fi nancial Statements 365 7.6 PUBLICLY AVAILABLE DOCUMENTS 373 7.2 RELATED PARTY TRANSACTIONS 365 7.2.1 Guarantee 365 7.7 CONCORDANCE TABLES 373 7.2.2 Cash Pooling Agreement 366 7.2.3 Loan Agreement 366 7.8 GLOSSARY 379 7.2.4 Tax Agreements 366 7.2.5 General Services Agreement signed by the Company 366 7.2.6 Agreements signed by Europcar International 367 7.2.7 Agreements signed with the Company’s corporate offi cers 367

EUROPCAR REGISTRATION DOCUMENT 2016 363 07 ADDITIONAL INFORMATION PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT

7.1 PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT

7.1.1 Name and position of the person responsible for the Registration Document

Caroline Parot, Company’s CEO.

7.1.2 Statement by the person responsible for the Registration Document

I hereby certify, having taken all reasonable measures to this development of the business, results and fi nancial position of effect, that the information contained in this Registration the Company and all companies included in the consolidation, Document is, to the best of my knowledge, in accordance as well as a description of the principal risks and uncertainties with the facts and contains no omission liable to affect its they face. import. I certify that, to the best of my knowledge, the fi nancial I have obtained from the Statutory Auditors a work completion statements were prepared in accordance with applicable letter stating that they have verifi ed the information concerning accounting standards and that they give a fair view of the the fi nancial position and the fi nancial statements contained in assets, financial position and results of the Company and this Registration Document, and that they have read the entire of all companies included in the consolidation, and that the Registration Document. management report contained in this Registration Document, as mentioned in the cross-reference table in Section 7.7 of Caroline Parot, CEO this Registration Document, provides a faithful picture of the

7.1.3 Name and position of the person responsible for the ﬁ nancial information

Jean-Claude Poupard Chief Financial Ofﬁ cer 2 rue René Caudron, Bâtiment OP, 78960 Voisins-le-Bretonneux, France E-mail: [email protected] Tel: +33 1 30 44 98 98 http://ﬁ nance.europcar-group.com

364 EUROPCAR REGISTRATION DOCUMENT 2016 ADDITIONAL INFORMATION RELATED PARTY TRANSACTIONS

7.1.4 Persons responsible for auditing the ﬁ nancial Statements

7.1.4.1 Statutory Auditors

Start date Renewal date Expiry of of 1st term for latest term current term

PricewaterhouseCoopers Audit (member of the Compagnie March 9, 2006 June 8, 2012 At the end of the Shareholders’ Régionale des Commissaires aux Comptes de Versailles) Meeting called to approve Represented by François Jaumain the ﬁ nancial statements for the year ended December 31, 2017. 63 rue de Villiers, 92200 Neuilly-sur-Seine Mazars (member of the Compagnie Régionale May 16, 2013 N/A At the end of the Shareholders’ des Commissaires aux Comptes de Versailles) Meeting called to approve Represented by Isabelle Massa the ﬁ nancial statements for the year ended December 31, 2018. 61 rue Henri Regnault, 92400 Courbevoie

7.1.4.2 Alternate Statutory Auditors

Start date Renewal date Expiry of of 1st term for latest term current term

Yves Nicolas (member of the Compagnie Régionale June 8, 2012 N/A At the end of the Shareholders’ 07 des Commissaires aux Comptes de Versailles) Meeting called to approve 63 rue de Villiers, 92200 Neuilly-sur-Seine the ﬁ nancial statements for the year ended December 31, 2017. Gilles Rainaut (member of the Compagnie Régionale May 16, 2013 N/A At the end of the Shareholders’ des Commissaires aux Comptes de Versailles) Meeting called to approve 61 rue Henri Regnault, 92400 Courbevoie the ﬁ nancial statements for the year ended December 31, 2018.

7.2 RELATED PARTY TRANSACTIONS

7.2.1 Guarantee

The Company has granted its subsidiaries collateral security for the group of lenders, the Group borrowing entities and the the beneﬁ t of a group of lenders (including, in particular, Crédit guarantors (the Group borrowing entities plus Europcar UK Agricole Corporate and Investment Bank, Deutsche Bank AG Ltd., Europcar Italia S.p.A., Europcar Internacional Aluguer de and Société Générale) as payment guarantee for amounts Automoveis, S.A.) for an amount of €350 million. The amount due by Group borrowing entities (the Company, Europcar outstanding as of December 31, 2016 was €13 million. International S.A.S., Europcar Holding S.A.S., Europcar See Section 3.2 “Liquidity and Capital Resources” in this Autovermietung GmbH, Europcar International S.A.S.U. und Registration Document for information on the pledges and Co. oHG, Europcar France S.A.S., Europcar S.A. and Europcar securities granted by Group entities in connection with the IB. S.A.) pursuant to clause 22.1 of the “Senior Revolving Group’s ﬁ nancing. Facility Agreement” signed on May 12, 2015 between notably

EUROPCAR REGISTRATION DOCUMENT 2016 365 07 ADDITIONAL INFORMATION RELATED PARTY TRANSACTIONS

7.2.2 Cash Pooling Agreement

The Company (as a cash pooled company) signed on April 27, Internacional Aluguer de Automoveis S.A., Europcar Services, 2011 a cash pooling agreement with its indirect subsidiary Unipessoal Lda, Europcar IB S.A., Europcar UK Ltd, Europcar Europcar Holding (as cash pool manager) and certain Group Group UK Ltd, PremierFirst Vehicle Rental Franchising Limited, entities as cash pooled companies (Europcar International Executive Trust Limited, and Europcar Lab S.A.S.) to optimize S.A.S., Europcar France S.A.S., EuropHall S.A.S., Locaroise the cash requirements and surpluses of the Group’s companies S.A.S., Europcar ParticipationsS.A.S., Europcar S.A., Europcar and to be able to negotiate optimal banking terms. Autovermietung GmbH, Europcar Italia S.p.A., Europcar

7.2.3 Loan Agreement

The Company and Europcar International S.A.S. are parties to in the United Kingdom. In connection with the recapitalization a loan of €144,122,000. This loan was initially granted by the of Europcar Holding S.A.S.in 2014, the Company transferred Company to Europcar HoldingS.A.S., a subsidiary of Europcar the loan to Europcar International S.A.S. Since the loan transfer, International S.A.S., for the acquisition of operating companies Europcar International S.A.S.owes this amount to the Company.

7.2.4 Tax Agreements

Since July 1, 2006, the Company and its direct and indirect EuropHall SAS, and Parcoto Services S.A.S was decided by French subsidiaries of which it holds more than 95% have the Supervisory Board on February 24, 2016 , to the extent formed a tax consolidation group. The Company created the that this agreement is concluded between the Company and Group by entering into tax consolidation agreements with its wholly-owned subsidiaries, whether directly or indirectly, each of the member companies to govern the subsidiaries’ in accordance with the provisions of Article L. 225-87 of the contribution to the tax consolidation group’s taxes, of which French Commercial Code. the Company is the sole taxpayer in its capacity as the parent Since 2010, the Group has also maintained a second tax company. The ending of the tax consolidation agreement consolidation group in France, of which the parent company between the Company and the companies Europcar is Securitifleet HoldingS.A. This tax consolidation group International S.A.S., Europcar Holding S.A.S., Europcar Lab includes two other French companies (Securitiﬂ eet S.A.S.and S.A.S, Europcar Participations S.A.S., Europcar France S.A.S., SF LocationS.A.S.).

7.2.5 General Services Agreement signed by the Company

On September 28, 2006, the Company and Europcar management fees of €1,824,773 were billed for 2016. This International S.A.S.entered into a services agreement pursuant agreement is automatically renewable each year, with a three to which the Company provides Europcar International months’ prior notice period before each renewal date. S.A.S.with its know-how regarding ﬂ eet organization, sales, The Company acquired the InterRent® trademark from Europcar marketing, communications, Human Resources management, International S.A.S.foran amount of 3,500,000 and receives, in accounting, finance, operations and legal services. In this respect, a royalty from Europcar International S.A.S.of 1% consideration of these services, Europcar International for the trademark’s concession. S.A.S.pays monthly compensation to the Company calculated using the cost-plus method. Under this agreement,

366 EUROPCAR REGISTRATION DOCUMENT 2016 ADDITIONAL INFORMATION RELATED PARTY TRANSACTIONS

7.2.6 Agreements signed by Europcar International

Europcar International S.A.S.entered into license agreements OECD guidelines). Amendments to these contracts have been for the Europcar trademarks with the Group’s operating entered into to take into account the changes since 2011 in the companies in 2001 and with the Australian and New Zealand departments and services that make up Europcar International subsidiaries in 2009. In 2013, Europcar International entered S.A.S.U.. into license agreements for the InterRent® trademark with the Europcar International S.A.S.U. entered into a service operating entities using that trademark (in the United Kingdom, agreement dated May 19, 2014 with Europcar Services, Spain, Portugal, France and Germany), under which Europcar Unipessoal, Lda through which the shared services center International S.A.S. receives royalties based on a percentage located in Portugal bills to Europcar International S.A.S.U. its of the operating entities’ revenues (2.75% for the Europcar® costs calculated using the cost-plus method (as defi ned in the trademark and 1% for the InterRent® trademark). The operating OECD guidelines). entities have the right to sub-license the trademarks with Europcar InternationaI’s approval. The license agreement Europcar International S.A.S.U. entered into an IT services relating to the Europcar® trademark has a term of fi ve years, agreement with the operating companies, applicable since with automatic renewal each year. The license agreement November 1, 2014. Prior to November 1, 2014, information relating to the InterRent® trademark has a term of two years, services were provided by the Europcar Information Services renewable automatically for one-year periods. European Economic Interest Grouping (the “EEIG”). The operating entities contributed a percentage of their revenues Europcar International S.A.S.has also entered into international and in return had access to various services rendered by the franchise agreements in 130 countries and territories, for which EEIG. The EEIG was converted into a general partnership payment consists of trademark royalties in varying amounts (société en nom collectif) in November 2014 and then merged depending on the franchisee and the services rendered. with Europcar International S.A.S. through a complete transfer In 2011, Europcar International S.A.S.entered into General of assets and liabilities as of January 2, 2015. Services Agreements with each of the main operating For a description of transactions with companies over which entities. The services rendered relate in particular to senior the Company has signifi cant infl uence, see Note 34 “Related 07 management, fi nance, Human Resources, legal, sales and Parties” to the Group’s consolidated financial statements marketing, fleet management, procurement and customer included in Section 3.4 “Consolidated financial statements and service. In consideration of these services, the operating Statutory Auditors’ report” . entities pay monthly compensation to Europcar International S.A.S.calculated using the cost-plus method (as defi ned in the

7.2.7 Agreements signed with the Company’ s corporate ofﬁ cers

During fiscal year 2016, the following agreements were a Mandate agreement for Caroline Parot, authorized by the authorized by the Supervisory Board and are described in Supervisory Board on December 15, 2016 and entered Section 7.4 “Statutory Auditors’ Special Report on related party into on December 22, 2016 between the Company and agreements and regulated commitments” of this Registration Caroline Parot in her capacity as CEO of the Management Document: Board. Compensation payable to Caroline Parot in the event of dismissal, relating to termination of ofﬁ ce and under a a Protocol agreement between Philippe Germond and the non-compete clause, is described more fully in Sections Company as authorized by the Supervisory Board dated 5.3.1.8 and 5.3.1.9 of this Registration Document. November 23, 2016 and entered into on November 25, 2016 following the termination of his duties as Chairman of the a Commitments made by the Supervisory Board of Management Board and as result of the performance of the July 22, 2016 in favor of Kenneth McCall. For further Term Sheet in his mandate agreement dated September 8, information on compensation due in the event that a 2014. Compensation due to Philippe Germond for termination non-compete clause is put into effect, see Section 5.3.1.9. of ofﬁ ce and under a non-compete clause is described more fully in Sections 5.3.1.8 and 5.3.1.9 of this Registration Document.

EUROPCAR REGISTRATION DOCUMENT 2016 367 07 ADDITIONAL INFORMATION SIGNIFICANT CONTRACTS

a Commitments made by the Supervisory Board of July 22, The agreements listed above were authorized by the Supervisory 2016 in favor of Fabrizio Ruggiero. For further information on Board in prior years and have already been approved by the compensation due in the event that a non-compete clause Company’ s Shareholders’ Meeting. is put into effect, see Section 5.3.1.9. a The Term Sheet of the mandate agreement for Philippe a Pascal Bazin’ s compensation in respect of his special Germond was signed on September 8, 2014. assignment, as authorized by the Supervisory Board on a Caroline Parot’s employment agreement. This agreement was February 24, 2016. For further information on this assignment canceled with effect from November 23, 2016, following the and related compensation, see Section 5.3.2.2 of this appointment of Caroline Parot as CEO of the Management Registration Document. Board.

7.3 SIGNIFICANT CONTRACTS

The following signiﬁ cant agreements are described in Section a Senior Revolving Credit Facility dated May 12, 2015. 3.2.3.1 “ Corporate debt” of this Registration Document. a Debt issue agreement (indenture) dated June 10, 2015; and

368 EUROPCAR REGISTRATION DOCUMENT 2016 ADDITIONAL INFORMATION STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND REGULATED COMMITMENTS

7.4 STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND REGULATED COMMITMENTS

This is a free translation into English of the Statutory Auditors’ special report on related-party agreements and commitments issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

EUROPCAR GROUPE S.A. Shareholders’ Meeting to approve the ﬁ nancial statements for the year ended December 31, 2016

To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby report on related party agreements and commitments. We are required to inform you, based on the information we have been given, of the terms and conditions of those agreements and commitments indicated to us, or that we may have discovered during our assignment. We are not required to comment on whether they are beneﬁcial or appropriate or to ascertain if any other agreements and commitments exist. It is your responsibility, in accordance with the terms of Article R. 225-58 of the French Commercial Code, to evaluate the beneﬁts resulting from these agreements and commitments prior to their approval. In addition we are required, where applicable, to inform you, in accordance with article R. 225-58 of the French Commercial Code, of any agreements and commitments previously approved by the Shareholders’ meeting which were executed during the year. We have performed the procedures that we deemed necessary to comply with professional standards applicable in France to 07 such engagements. These procedures consisted in verifying that the information we were given was consistent with the underlying documentation.

AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL BY THE SHAREHOLDERS’ MEETING

Agreements and commitments authorised during the year In accordance with Article L. 225-88 of the French Commercial Code, we were advised of the following agreements and commitments which were previously approved by your Supervisory Board. a Severance and non-compete compensation due to Mr Philippe Germond a Person concerned: Mr Philippe Germond, Chairman of the Management Board (until November 23, 2016). a Nature and purpose: compensation due to Mr Philippe Germond following the cessation of his functions as Chairman of the Management Board and resulting from application of the Term Sheet associated with the agreement with Mr Philippe Germond dated September 8, 2014 and mentioned in the second part of our report. a Conditions: at its meeting on November 23, 2016, and following the recommendation by the Remuneration and Appointments Committee made on November 22, 2016, the Supervisory Board determined as follows the amount of compensation payable to Mr Philippe Germond following the cessation of his functions: a Severance compensation: 1,100,000 Euros, or the equivalent of 15.65 months of ﬁ xed and variable remuneration calculated on the basis of the remuneration received by Mr Philippe Germond during the 12 months preceding his effective departure, paid on December 5, 2016; the quantum of 15.65 months was based on 92.17% of achievement, assessed for the 12 months ended October 31, 2016, of the three quantitative objectives conditioning the amount of compensation due under the applicable Term Sheet clause. a Non-compete compensation: 210,725 Euros, or the equivalent of three months of ﬁ xed and variable remuneration calculated on the basis of the remuneration received by Mr Philippe Germond during the 12 months preceding his effective departure and payable in two instalments: – a payment of 105,363 Euros on May 23, 2017, and – a payment of 105,362 Euros on November 23, 2017.

EUROPCAR REGISTRATION DOCUMENT 2016 369 07 ADDITIONAL INFORMATION STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND REGULATED COMMITMENTS

a Benefit for the Company: at its meeting on November 23, 2016 the Supervisory Board confirmed that, in accordance with the provisions of Article L. 225-86 of the French Commercial Code and as proposed by the Remuneration and Appointments Committee, severance and non-compete payments are in the Company’s interest inasmuch as they preclude any subsequent litigation with regard to the revocation of the functions of Mr Philippe Germond, the global cost of which would be liable to be signifi cantly in excess of the cost of the amicable settlement.

a Mandate agreement with Mrs Caroline Parot a Person concerned: Mrs Caroline Parot, Chairman of the Management Board since November 23, 2016. a Nature and purpose: mandate agreement authorised by the Supervisory Board at its meeting of December 15, 2016 and signed on December 22, 2016 between the Company and Mrs Caroline Parot in her quality of Chairman of the Management Board. a Conditions: the amount of severance compensation payable in the event of revocation up to and including December 31, 2017 will be calculated on a lump-sum basis and equal to Mrs Caroline Parot’s fi xed annual remuneration, since quantitative objectives for 2017 cannot be measured for the period in the event of departure up to and including December 31, 2017. In the event of revocation on or after January 1, 2018, the amount of severance compensation payable will be: a Nil if at least 95% of the objectives for the collective criteria applicable (on a weighted basis) to variable remuneration have not been attained; a Equal to 6 months’ salary (as defi ned in the mandate agreement) if at least 95.01% of the objectives for the collective criteria applicable (on a weighted basis) to variable remuneration have been attained; a Equal to 12 months’ salary if at least 100% of the objectives for the collective criteria applicable (on a weighted basis) to variable remuneration have been attained; a Equal to 18 months’ salary if at least 110% of the objectives for the collective criteria applicable (on a weighted basis) to variable remuneration have been attained; a And will be calculated by linear interpolation for performances situated between the limits of 95, 100 and 110%. The amount of non-compete compensation will be equal to 50% of Mrs Caroline Parot’s annual remuneration as defi ned in the mandate agreement. No amount of severance or non-compete compensation was paid to Mrs Caroline Parot during the period. a Benefit for the Company: at its meeting on December 15, 2016 the Supervisory Board confirmed that, in accordance with the provisions of Article L. 225-86 of the French Commercial Code and as proposed by the Remuneration and Appointments Committee, severance and non-compete payments fall under the Company’s general remuneration policy and are in its interest, particularly with regard to Mrs Caroline Parot’s role as Chairman of the Management Board.

a Commitments for the benefi t of Mr Kenneth McCall a Person concerned: Mr Kenneth McCall, Member of the Management Board - Chief Operating and Country Offi cer. a Nature and purpose: non-compete compensation authorised by the Supervisory Board at its meeting of March 9, 2015, prior to the Company’s listing with Euronext Paris, and further authorised by the Supervisory Board at its meeting of July 22, 2016, in accordance with Article L. 225-90-1 of the French Commercial Code, on the occasion of the change of functions of Mr Kenneth McCall. a Conditions: the amount of non-compete compensation, in the event of imposition of the non-compete obligation by the Supervisory Board, would be equal to 50% of Mr Kenneth McCall’s fi xed annual remuneration. a Benefit for the Company: at its meeting on July 22, 2016 the Supervisory Board confirmed that, in accordance with the provisions of Article L. 225-86 of the French Commercial Code and as proposed by the Remuneration and Appointments Committee, non-compete compensation falls under the Company’s general remuneration policy and is in its interest, particularly with regard to Mr Kenneth McCall’s role as Chief Operating and Country Offi cer and a Member of the Management Board.

a Commitments for the beneﬁ t of Mr Fabrizio Ruggiero a Person concerned: Mr Fabrizio Ruggiero, Member of the Management Board - Executive Director for Sales, Marketing, Customers and InterRent.

370 EUROPCAR REGISTRATION DOCUMENT 2016 ADDITIONAL INFORMATION STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED PARTY AGREEMENTS AND REGULATED COMMITMENTS

a Nature and purpose: non-compete compensation authorised by the Supervisory Board at its meeting of March 9, 2015, prior to the Company’s listing with Euronext Paris, and further authorised by the Supervisory Board at its meeting of July 22, 2016, in accordance with Article L. 225-90-1 of the French Commercial Code, on the occasion of the change of functions of Mr Fabrizio Ruggiero. a Conditions: the amount of non-compete compensation, in the event of imposition of the non-compete obligation by the Supervisory Board, would be equal to 50% of Mr Fabrizio Ruggiero’s fi xed annual remuneration. a Benefit for the Company: at its meeting on July 22, 2016 the Supervisory Board confirmed that, in accordance with the provisions of Article L. 225-86 of the French Commercial Code and as proposed by the Remuneration and Appointments Committee, non-compete compensation falls under the Company’s general remuneration policy and is in its interest, particularly with regard to Fabrizio Ruggiero’s role as Executive Director and a Member of the Management Board. a Remuneration of Mr Pascal Bazin a Person concerned: Mr Pascal Bazin, Vice-Chairman of the Supervisory Board. a Nature and purpose: exceptional remuneration allocated by the Supervisory Board to Mr Pascal Bazin, Vice-Chairman of the Supervisory Board, in the framework of a new special mission of providing assistance in implementing and supervising the Company’s transformation plan. a Conditions: annual gross remuneration of 120,000 Euros. A total amount of 90,000 Euros was paid during 2016. a Benefit for the Company: at its meeting on February 24, 2016 the Supervisory Board confirmed that the special mission of providing assistance in implementing and supervising the Company’s transformation plan conferred on Mr Pascal Bazin, by reason of his competencies and knowledge of the industry, is in the Company’s interest and that the applicable annual gross remuneration of 120,000 Euros equates with the arm’s length remuneration for such a mission.

AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS’ MEETING 07 a) Which were executed during the year In accordance with Article R. 225-57 of the French Commercial Code, we were informed that the following agreements and commitments, previously approved by the Shareholders’ meeting in previous years, were executed during the year. a Tax consolidation agreement a Contracting entities: Europcar International S.A.S., Europcar Holding S.A.S., Europcar Lab S.A.S, Europcar Participations S.A.S., Europcar France S.A.S., EuropHall S.A.S., Parcoto Services S.A.S. a Persons concerned: direct and indirect wholly owned subsidiaries of the Company. a Nature and purpose: tax consolidation agreement. a Conditions: the total amount collected by the Company in 2016 under said agreement was 19,704,214 Euros. a Basis of remuneration of the Chairman of the Management Board a Person concerned: Mr Philippe Germond, Chairman of the Management Board. a Nature and purpose: severance and non-compete compensation allocated to Mr Philippe Germond in his capacity as Chairman of the Management Board. a Conditions: severance payments depend on meeting performance standards and could be as high as a maximum of 18 months of total gross compensation (ﬁxed and variable) subject to performance targets being met. Non-compete payments are equal to 3 months of total gross compensation. a Mrs Caroline Parot’s employment contract a Person concerned: Mrs Caroline Parot, CEO (until November 23, 2016), Member of the Management Board. a Nature and purpose: changes to Mrs Caroline Parot’s employment contract with the Company, particularly with regard to the remuneration due to her in her new role as CEO.

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a Conditions: Mrs Caroline Parot’s remuneration was composed of a fixed portion and a variable annual portion dependent on meeting quantitative and qualitative targets. The amounts paid to Mrs Caroline Parot under her employment contract from January 1 to November 30, 2016 were 311,674 Euros of fi xed remuneration, 203,248 Euros of variable remuneration and benefi ts in kind valued at 2,736 Euros. Following her appointment as Chairman of the Management Board with effect from November 23, 2016, Mrs Caroline Parot resigned from her former position with the Company and terminated her contract of employment, by letter dated December 2, 2016, with effect from November 23, 2016. The notice required by the contract of employment was neither required to be performed nor remunerated.

a Remuneration of Mr Pascal Bazin a Person concerned: Mr Pascal Bazin, Member of the Supervisory Board. a Nature and purpose: exceptional remuneration allocated by the Supervisory Board to Mr Pascal Bazin, Member of the Supervisory Board, in the context of a special mission to assist in implementing and monitoring the Company’s transformation plan. a Conditions: gross annual remuneration of 120,000 Euros with effect from July 1, 2015. The total amounts paid amounted to 30,000 Euros in 2015 and 30,000 Euros in 2016. a Beneﬁt for the Company: the Supervisory Board conﬁrmed, at its meeting on May 20, 2015, that this special mission to assist in the Company’s transformation plan entrusted to Mr Pascal Bazin was in the interest of the company and the scheduled remuneration of 120,000 Euros per year corresponds to standard market remuneration for this type of mission.

b) Which were not executed during the year In addition, we were advised of the following agreements and commitments previously approved by the Shareholders’ meeting in previous years, which were not executed during the year. a Contracting entities: Eurazeo S.A. and ECIP Europcar Sarl a Person concerned: shareholders holding more than 10% of the voting rights. a Nature and purpose: Underwriting Agreement under which, with regard to the Company’s initial public offering, the Underwriters undertook to have the Shares purchased, paid for, subscribed for and released or where applicable to purchase, pay for, subscribe for and release the Shares themselves at the offer price on the payment/delivery date. The possibility to exercise an over-allotment option was also granted by the Selling Shareholders to Goldman Sachs International in the name of and on behalf of the Underwriters. a Conditions: no payment was made by the Company to Eurazeo or ECIP Europcar during the year in respect of this contract. In accordance with this contract, Europcar issued 38,775,510 shares, Eurazeo and ECIP Europcar sold 28,773,577 and 4,226,423 shares respectively, followed by 1,327,795 and 195,034 shares respectively after Goldman Sachs International exercised the over-allotment option. The contract expired during the year.

Neuilly-sur-Seine and Paris-La Défense, March 23, 2017 The Statutory Auditors

PricewaterhouseCoopers Audit Mazars François Jaumain Isabelle Massa

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7.5 STATUTORY AUDITORS’ FEES

The fees of the Statutory Auditors are presented in Note 37 financial statements and Statutory Auditors’ report” of this “Statutory Auditors’fees” of theconsolidated financial Registration Document. statements that are shown in Section 3.4 “Consolidated

7.6 PUBLICLY AVAILABLE DOCUMENTS

The bylaws, minutes of Shareholders’ Meetings as well as the regulations in force may be consulted at the Company’s other corporate documents of the Company, the reports of head offi ce: Europcar Groupe S.A., 2 rue René Caudron, Bât. the Shareholders’ Meetings as well as fi nancial information and OP -78960 Voisins-le-Bretonneux - France. any expert valuation or statement requested by the Company Some of these documents are also available on the Europcar and to be made available to shareholders in accordance with Groupe website (http://fi nance.europcar-group.com).

7.7 CONCORDANCE TABLES (EUROPEAN REGULATION NO. 809/2004, 07 ANNUAL FINANCIAL REPORT, MANAGEMENT BOARD REPORT, CONCORDANCE TABLES OF SOCIAL, SOCIETAL AND ENVIRONMENTAL DATA)

Concordance Table with the annual ﬁ nancial report

The concordance table below enables the identiﬁ cation in this Registration Document of information contained in the annual ﬁ nancial report referred to in Article L. 451-1-2 of the French Monetary and Financial Code and in Article 222-3 of the General regulations of the French Financial Markets Authority (AMF).

Subject Chapter Page

1 Statement of the natural persons who assume responsibility for the annual fi nancial report 7.1 364 2 Management report 7.7 373 3 Financial statements and reports 3.1 Parent company fi nancial statements 3.6 220 3.2 Statutory Auditors’ report on the parent company fi nancial statements 3.6 238 3.3 Consolidated fi nancial statements 3.4 145 3.4 Statutory Auditors’ report on the consolidated fi nancial statements 3.4 215 4 Other information 4.1 Declaration of the Statutory Auditors’ fees 7.5 373 4.2 Report by the Chairman of the Supervisory Board on corporate governance and internal control 5.2.4 300 Report by the Statutory Auditors on the report by the Chairman of the Supervisory Board on corporate 4.3 governance and internal control 5.2.5 310 4.4 Comments from the Supervisory Board regarding the Management Board’s report and the fi nancial statements 3.10 243 4.5 Description of the share buy-back program 6.3.8 350

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Concordance table with the management report

The concordance table below enables the identiﬁ cation in this Board as deﬁ ned in Articles L. 225-100 et seq. of the French Registration Document of information contained in the annual Commercial Code. management report produced by the Company’s Management

Subject Chapter Page

1 Information on the Company’s business 1.1 Business overview (in particular the progress made and the diffi culties encountered) and the results 1.6 27 to 55 for the Company, each subsidiary and the Group 1.7 55 to 59 3.1 to 3.6 100 to 239 1.2 Analysis of changes in the business, results, the fi nancial position and in particular, the indebtedness of the Company and the Group 3.1 to 3.6 100 to 239 1.3 Foreseeable Company and/or Group trends 3.7 240 and 241 1.4 Key fi nancial and non-fi nancial indicators of the Company and/or the Group 3.1.2.1 109 1.5 Post-closing events of the Company and the Group 3.9 243 1.6 Guidance on the use of fi nancial instruments including the fi nancial risks and the price, credit, liquidity and cash risks of the Company and the Group 2.5 89 and 90 1.7 Principal risks and uncertainties of the Company and the Group 2 63 to 97 1.8 Research and development information of the Company and the Group 1.8.1 60 1.9 Current branches N/A 2 Legal, fi nancial and tax information of the Company 2.1 Choice made between the two methods of exercising general management responsibilities in the event of a change 5.1 274 2.2 Breakdown and change in shareholders 6.4.1 353 2.3 Name of the controlled companies holding treasury shares of the Company and share of the equity capital they hold N/A 2.4 Signifi cant stakes acquired during the fi scal year in companies with registered offi ces in France 1.7.2.2 58 2.5 Notice of a greater than 10% stake in the share capital of another joint stock company (société par actions); disposition of cross-shareholdings N/A 2.6 Purchases and sales by the Company of its own shares (share buy-back) 6.3.8 350 to 352 2.7 Statement of employee shareholdings 6.5 356 and 357 2.8 Overview of items likely to have an impact in the event of a public takeover bid 6.6 358 2.9 Table summarizing the current delegations of powers granted by Shareholders’ Meetings to increase the share capital 6.3.5.1 347 and 348 2.10 Notice of potential adjustments: for securities giving access to the share capital and stock options in the case of share buy-backs; 6.3.5.1 347 and 348 for securities giving access to the share capital in the event of fi nancial transactions 6.3.5.2 349 2.11 Dividends paid out in the three preceding fi scal years 3.5.6 218 6.7.1 358 2.12 Non-tax deductible expenses and charges N/A 2.13 Terms of payment and breakdown of balance of trade payables and trade receivables by due date Notes 12 and 13 of parent company fi nancial statements 230 and 231 2.14 Injunctions or fi nes for anti-competitive practices 2.7 94 and 95 2.15 Agreements between proxies or a shareholder holding more than 10% of the voting rights 7.2 365 to 368 and a subsidiary (excluding ordinary agreements) and 7.4 369 to 372 3 Information on corporate offi cers 3.1 List of all the terms of offi ce and positions held in each company by each of the corporate offi cers 5.1.1 274 to 277 during the year 5.1.2 278 to 287

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Subject Chapter Page

3.2 Compensation and benefi ts of all kinds paid during the year to each corporate offi cer by the Company, the companies controlled by the Company and the company that controls the Company 5.3 311 to 331 3.3 Commitments of any kind made by the Company in favor of its corporate offi cers corresponding 5.3.1.8 321 to elements of compensation, indemnities or benefi ts due or likely to be due as a result of taking, 5.3.1.9 322 terminating of changing these functions or subsequent to this, in particular retirement commitments 5.3.1.10 322 and other life interest benefi ts 5.3.1.11 322 3.4 In the case of stock option grants, presentation of the information used by the Management Board to decide: either that executives are prohibited from exercising their options before the end of their employment; or that they are required to hold in registered form all or part of the shares arising from options already exercised (by specifying the portion thus fi xed) until the end of their employment N/A 3.5 Summary statement of the transactions in Company securities by executives and related parties 5.4 332 3.6 In the case of bonus share grants, presentation of the information used by the Management Board to decide: either that executives are prohibited from selling the free shares granted to them before the end of their employment; or to fi x the quantity of these shares that they must hold in registered form until the end of their 5.3.1.3 317 employment (by specifying the portion thus fi xed) 5.3.1.5 317 to 320 4 The Company’s CSR information Acknowledging the social and environmental consequences of the business and the Company’s social commitments to sustainable development, including the impact of its activity and the usage of goods and services that it produces on climate change, the circular economy, efforts to combat food waste 4.1 and efforts to promote the fi ght against-discrimination and to encourage diversity 4 245 to 272 4.2 Collective bargaining agreements entered into in the Company and their impact on its economic performance as well as on the working conditions for employees 4.3.2 253 5 Other information 07 5.1 The amount of loans of at least a two year maturity granted by the Company, and ancillary to its main business, to micro-businesses, SMEs or to medium-sized businesses with which it has economic ties justifying the loan (1) N/A 5.2 Information on payments made to authorities in each of the States or territories in which the Company operates the following activities: exploration, prospecting, discovery, exploitation or extraction of hydrocarbons, coal and lignite, metal ores, stone, sand and clay, chemical minerals and fertilizers, or other mineral resources or in exploitation of primary forests (2) N/A 5.3 Table showing the last fi ve years 3.5.7 219 5.4 Report by the Chairman of the Supervisory Board on corporate governance and internal control 5.2.4 300 to 309

(1) Article L. 511-6 of the French Monetary and Financial Code as amended by Law No. 2015-992 of August 17, 2015. (2) Article L. 225-102-3 of the French Commercial Code as amended by Ordinance No. 2015-1576 of December 3, 2015.

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Concordance tables with the Sections in annex 1 of European regulation 809/2004

The concordance table below enables identiﬁ cation in this Registration Document of the information discussed in the various Sections of Annex 1 of EC regulation No. 809/2004 (European Commission) dated April 29, 2004.

Information Chapter Page

1 Persons responsible 1.1 Persons responsible for the information 7.1.1 364 1.2 Statement by the person responsible 7.1.2 364 2 Statutory Auditors 2.1 Information related to the Statutory Auditors 7.1.4 365 3 Selected fi nancial information 3.1 Presentation of historical fi nancial information Key figures and significant 2 to 9 events of the year 3.2 Presentation of interim fi nancial information N/A 4 Risk factors 2 63 to 97 5 Information concerning the issuer 5.1 History and development of the Company Group history 12 and 13 1.1 5.1.1 Legal name and trading name of the Company 6.1.1 334 5.1.2 Place and number of the Company’s registration 6.1.2 334 5.1.3 The Company’s date of incorporation and duration 6.1.3 334 5.1.4 Registered offi ce, country of origin, address and telephone number, 6.1.4 334 legal form and regulations applying to the Company 5.1.5 Signifi cant events in the development of the Company’s business Significant events 7 to 9 during the year

1.3.2 17 and 18 1.3.3 18 and 19 1.5 23 to 26 5.2 Investments 3.3 143 to 145 5.2.1 Description of the principal investments made by the Company 3.3.1 143 and 144 5.2.2 Description of the ongoing investments of the Company and their geographic location 3.3.2 144 5.2.3 Information related to investments the Company expects to complete 3.3.3 145 6 Overview of businesses 6.1 Principal businesses 1.6 27 to 55 1.7 55 to 59 6.1.1 Description of the transactions carried out by the issuer and its principal businesses 1.4 20 to 22 1.6 27 to 55 6.1.2 Presentation of the new products/services brought to market 1.6 27 to 55 6.2 Principal markets in which the issuer operates 1.3 16 to 20 6.3 Exceptional events N/A 6.4 The issuer’s degree of dependence on patents or licenses, industrial, commercial 1.8 60 or ﬁ nancial contracts or on new manufacturing procedures 6.5 Items forming the basis of the issuer’s statement on its competitive position 1.5 23 to 26 7 Organizational chart 7.1 Description of the Group 1.7 55 to 59 7.2 List of signiﬁ cant subsidiaries 1.7.2 57 to 59 8 Property, plant and equipment

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Information Chapter Page

8.1 Signifi cant property, plant and equipment 1.9 61 8.2 Environmental questions infl uencing the issuer’s use of its property, plant and equipment N/A 9 Review of the fi nancial position and results 9.1 Financial position 3.1 to 3.6 100 to 239 9.2 Results of operations 3.1.2.2 110 to 116 and 3.5.2 217 9.2.1 Events which impacted the issuer’s operating income 3.1 to 3.6 100 to 239 9.2.2 Explanations supporting a signifi cant change in net revenue and/or net income 3.1 to 3.6 100 to 239 9.2.3 Presentation of the economic, governmental, budgetary, monetary or political factors 2.1 64 to 67 and strategies affecting or able to affect the issuer’s business 2.2 67 to 77

10 Cash and capital 10.1 Information about the capital resources of the Company 3.2 119 to 143 10.2 Source and amount of the issuer’s cash fl ows and cash fl ow description 3.2.2 122 to 126 10.3 Information about the loan terms and conditions and the issuer’s capital structure 3.2.3 126 to 143 10.4 Information relating to potential restrictions affecting the use of capital resources and able N/A N/A to impact upon the issuer 10.5 Expected fi nancing sources deemed necessary for the Company to comply 3.2 119 to 143 with its commitments 11 Research and development, patents and licenses 1.8 60 12 Trend information 12.1 Principal trends affecting production, sales and inventory, costs and sales prices 1.3 16 to 20 since the end of the latest fi scal year 1.5 23 to 26 07 3.8 242 12.2 Known trends, uncertainties or requests or commitments or events reasonably likely to 3.8 242 signifi cantly affect the issuer’s prospects, at least for the current fi scal year 13 Profi t forecasts or estimates 3.7 240 and 241 14 Administrative, management and supervisory bodies and senior management 14.1 Information on the members of the administrative or management bodies of the Company 5.1 274 to 292 14.2 Confl icts of interest at the level of the administrative, management and supervisory bodies 5.1.3 288 to 290 and senior management 15 Compensation and benefi ts 15.1 Amount of compensation paid and benefi ts in kind 5.3 311 to 331 15.2 Total amount of the provisions made or recorded by the issuer or by its subsidiaries N/A for the payment of pensions, retirement plans or other benefi ts 16 Functioning of administrative and management bodies 16.1 Expiration date of current terms of offi ce 5.1 274 to 287 16.2 Service contracts binding members of the administrative and management bodies 5.1.3.3 288 16.3 Information on the Audit Committee and the Compensation and Nominations Committee 5.2.3 296 to 300 16.4 Statement of compliance with the corporate governance framework 5.1.3 288 to 290 17 Employees 17.1 Number of employees 4.3 251 to 256 17.2 Shareholdings and stock options 5.3.1.3 317 17.3 Agreements providing for employee shareholdings in the share capital of the issuer 6.5 356 and 357

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Information Chapter Page

18 Principal shareholders 18.1 Shareholders holding more than 5% of the share capital 6.4.1 353 6.4.2 354 18.2 Existence of different voting rights 6.4.3 354 18.3 Shareholdings or controlling interests in the issuer 6.4.4 354 18.4 Agreement whose implementation could lead to a change in control 6.4.6 356 19 Related party transactions 7.2 and 7.4 365 to 368 and 369 to 372 20 Financial information concerning the issuer’s assets, fi nancial position and results of operations 20.1 Historical fi nancial information General comments 1 20.2 Pro forma fi nancial information N/A 20.3 Financial statements 3.4 145 to 216 3.6 220 to 239 20.4 Verifi cation of the annual historical fi nancial information 3.6 220 to 239 3.1 100 20.5 Closing date of the latest fi scal year 3.6 220 to 239 20.6 Interim fi nancial and other information N/A 20.7 Dividend distribution policy 6.7 358 to 360 20.8 Legal and arbitration proceedings 2.7 94 to 97 20.9 Signifi cant change in the fi nancial or business position 3.9 243 21 Additional information 21.1 Share capital 6.3 345 to 352 21.2 Constitution and bylaws 6.2 334 to 345 22 Important contracts 7.3 368 23 Information from third parties, expert statements and declarations of interest 1.3 16 24 Publicly available documents 7.6 373 25 Information on shareholdings 1.7 55 to 59

378 EUROPCAR REGISTRATION DOCUMENT 2016 ADDITIONAL INFORMATION GLOSSARY

7.8 GLOSSARY

Air Force 1 Broker Project to improve customer service, set up by Europcar in the Intermediaries acting on the leisure segment and selling vehicle 20 main European airports representing 16% of the Group’s rentals services to end customers on behalf of the Group. rentals. Buy-back commitments Ambitions 2020 Undertakings from car manufacturers or auto dealers to The Group’s ambitions, the main objectives of which are repurchase vehicles at a pre-determined ﬁ xed price subject to described in Section 3.8 of this Registration Document. certain terms and conditions.

“At risk” vehicles Concessionary arrangement Vehicles purchased by the Group from car manufacturers or Arrangement whereby a local authority, corporation or other legal car dealers not beneﬁ ting from a buy-back option or agreement entity grants Europcar the right to use land or property.

Auto dealer Corporate Countries Business that sells new or used vehicles at the retail level, based Countries where Europcar owns and operates its own network, on a dealership contract with car manufacturers or their sales where directly-operated stations and agent-operated stations subsidiaries. are located (Germany, United Kingdom, France, Ireland, Italy, Spain, Portugal, Belgium, Australia and New Zealand). Business customers 07 Customer Relationship Management (CRM) Refers principally to “Major Accounts”, small and medium-sized businesses and organizations that rent replacement vehicles. System for managing the Group’s interactions with current and future customers. Business Units E-commerce Operating divisions covering the market segments in which the Group is located. The sale or purchase of goods or services effected by means of a remote communications network. Car-sharing service Esop 2017 Plan Car-sharing services restricted to subscribing members. The marketplace matches available cars to potential drivers. The Employee shareholding plan set up in 2017 in each of the car-sharing market can be divided into three segments: (i) Corporate Countries. car-sharing operators that provide virtual ownership of cars to urban users, (ii) players offering corporate ﬂ eet optimization and Europcar network management services, and (iii) P2P car-sharing platforms that connect individuals for purposes of sharing cars. All of the Group’s rental stations worldwide held directly or through its franchisees or agents. Customer Experience Europrogram Expression that summarizes the Group’s ambitions in terms of improved customer satisfaction. A corporate insurance program allowing each subsidiary operating in each country participating in the program to beneﬁ t from motor vehicle liability insurance from its local AIG Europcar Ltd branch, established in the country in which the subsidiary operates.

EUROPCAR REGISTRATION DOCUMENT 2016 379 07 ADDITIONAL INFORMATION GLOSSARY

Finance lease vehicle Holding period Agreement by which a vehicle, held by a credit institution, is The period for which a vehicle is owned or leased by the Group leased for a long period of time to a car rental company which (i.e., from the date of acquisition or start date of a lease of a in turn pays for the lease on a periodic basis and has the option vehicle by the Group to its sale or return date). to acquire ownership of such vehicle during or at the end of the rental period. Leisure customers During the term of the lease, the fi nance company remains the Refers principally to individual travelers renting vacation car legal owner of the vehicle; however the rental company retains rentals, as well as people renting vehicles to meet other personal the benefi ts and risks of (economic) ownership. needs, directly or indirectly through travel agents, tour operators or brokers. Fleet All vehicles operated by the car rental company, whether or not Operating lease vehicle available for rent. Agreement by which a vehicle is leased to a car rental company on a short-term basis, which pays rent periodically to a fi nancial Fleet fi nancial utilization rate institution or the fi nance division of a car manufacturer; at the end of the operating lease, ownership does not pass to the car Number of actual rental days of the vehicles of the fl eet as a rental company. percentage of the theoretical total potential Number of Rental Days of the vehicles of the fl eet. The theoretical total potential For instance, in the context of the implementation of the Group’s number is equal to the number of vehicles held over the period, securitization program, the Securitifleet Companies, whose multiplied by the total number of days over the period. purpose is to purchase and own vehicles, lease them to the operating companies of the Group pursuant to master operating Franchise/Franchising lease agreements. Arrangement where the franchiser grants the franchisee the right RentWay® system to use its trademark or trade-name as well as certain know-how in order to produce and market goods or services according to Global fleet and vehicle rental management system for the certain specifi cations. In return, the franchisee usually pays the InterRent® brand. franchiser an entry fee and, each year, a percentage of sales revenues as royalty. Replacement vehicle General sales agent (GSA) Business offered by the Group to insurance companies, vehicle leasing companies, vehicle dealers and other entities offering General sales representative that promotes and sells the vehicle replacement services to their own customers. services offered by Europcar in a specifi c country or region in consideration of a commission. Revenue Per Rental Day (RPD) Global distribution system (GDS) Consolidated rental revenue divided by the Number of Rental Days for the period. Computerized reservation systems operated by third parties and used by intermediaries such as travel agents and travel/ Securitifl eet Companies tour operators to make reservations with the Europcar network. Companies that are set up in the context of the Group’s GreenWay® system securitization program to purchase and own vehicles and to lease them to local Group operating companies in France, Software application, owned by Europcar, offering a Germany, Italy and Spain. comprehensive business solution mainly in the areas of fl eet management, e-commerce, reservations and global distribution Station systems and rental operations. Locations where the Group offers its rental services. These may take the form of station counters at certain locations such as airports.

380 EUROPCAR REGISTRATION DOCUMENT 2016 This document is printed in France by an Imprim’Vert certifi ed printer on PEFC certifi ed paper produced from sustainably managed forest. Registered Offi ce

2 rue René Caudron, Bâtiment OP 78960 Voisins-le-Bretonneux (France) — Europcar Groupe S.A. Public limited company with a Management Board and a Supervisory Board Versailles Trade and Companies Register no. 489 099 903 with capital of €146 ,132 ,712 — www.europcar-group.com