CONVENING NOTICE TO THE ORDINARY AND EXTRAORDINARY ANNUAL SHAREHOLDERS’ MEETING ON JANUARY 20, 2021
The shareholders of Europcar Mobility Group are convened to the Ordinary and Extraordinary Shareholders’ Meeting on January 20, 2021, in closed session, without the physical presence of its shareholders, at 3 p.m. at 13 ter boulevard Berthier, 75017 Paris CONTENTS
MESSAGE FROM CAROLINE PAROT, 1 CHAIRWOMAN OF THE MANAGEMENT BOARD 1
2 HOW TO PARTICIPATE IN THE GENERAL MEETING 2 3 E-CONVENING NOTICE 6 4 AGENDA 7
MANAGEMENT BOARD’S REPORT AND TEXT 5 OF THE DRAFT RESOLUTIONS 9
6 NEW COMPANY ARTICLES OF ASSOCIATION 39
INFORMATION CONCERNING MEMBERS OF THE BOARD OF 7 DIRECTORS WHOSE APPOINTMENT IS PROPOSED TO THE COMBINED SHARHOLDERS’ MEETING 46
SUPERVISORY BOARD’S ADDITIONAL REPORT 8 ON THE COMPENSATION POLICIES APPLICABLE TO THE DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THE DEPUTY CHIEF EXECUTIVE OFFICER 53
9 REQUEST FOR ADDITIONAL DOCUMENTS 55 MESSAGE FROM CAROLINE PAROT, 1 CHAIRWOMAN OF THE MANAGEMENT BOARD
Dear shareholders, corporate indebtedness and provide the necessary level of liquidity to continue its activities and deploy its strategy. You are invited to the Extraordinary General Meeting of Europcar Mobility Group, which will be held on It is in this context that the Group announced on 20 January 2021 at 3 pm, chaired by Jean-Paul Bailly, September 7, 2020 its intention to enter into discussions Chairman of the Supervisory Board. with its corporate debt creditors with a view to achieve a financial restructuring. Subsequently, on November 26, In 2020, our Group has been severely impacted by the 2020, our Group announced that it had signed an crisis related to the Covid‑19, both in terms of economic Agreement in Principle with its main creditors. momentum as well as from a financial standpoint, with a drop in revenue of more than 50%. This agreement contemplates mainly a massive deleveraging through the conversion into capital of part In response to this challenging and evolving environment, of the Group’s corporate debts and a significant injection the Group reacted swiftly with the implementation of a of new money, that will not only enable us to emerge from two‑phase program, so as to bolster the business in 2020 this crisis, but also to reinforce our position. (“Reboot” program) and also to prepare the rebound from 2021 to 2023 (“Connect” plan): With this new capital structure, we will be able to invest • with the “Reboot” program, our Group has taken significantly in the fleet and in digital and develop new drastic cost‑saving and cash preservation measures. mobility services (for example, contactless solutions, The purpose of this program was to navigate through long‑term B2B rental solutions, “green vehicles”, etc.). the months of crisis as best as possible. We carried As the European N° 1 of vehicle rental(1), we have a out a very strict management of costs and cash, 70‑year tradition of service to the public and to local while at the same time adapting the products and and international companies. Today, we are determined services offered by the Group to the sanitart context, to contribute to the global economic recovery and to in particular by introducing reinforced cleaning serve our B2B customers even better, with the flexible, procedures for our vehicles. By the end of 2020, thanks tailored and value‑added mobility solutions offered by to “Reboot”, we will have succeeded in reducing our our “Professional” Service Line. costs by approximately 30% compared with the pre- Covid scenario. This will represent savings of nearly And with Covid‑19 vaccines becoming gradually available, €1 billion, which is a remarkable effort. we are more than ever confident in our capacity to take • the “Connect” plan, which takes into account the full advantage of the Travel & Leisure industry rebound. expected aftermath of the crisis and was launched We will do this by innovating for our B2C customers served in the summer of 2020, aims to reshape the Group by our “Leisure” Service Line and for B2B/B2C of our around the new needs and expectations of customers: “Proximity” Service Line. increased digital consumption habits, new security and Today, by supporting the resolutions submitted for your contactless standards, the need for flexible services approval, you will enable the Group to continue serving and new modes of travel, as well as an aspiration more than 9.5 million customers worldwide and take part for more environmental‑friendly modes of travel. It’s in the opening of a new chapter in the Group’s history. all about making our Group a It’s all about making our Group a major player of sustainable, digital and Although we have published regular press releases connected mobility in a post-Covid world. throughout this unprecedented period, we acknowledge that the sequence of events was very rapid and that, as Our Group therefore took all the necessary measures shareholders, you probably have questions for us. With this at a very early stage to cope, both in the short and in mind, in recent weeks, we have rolled out a campaign of medium‑long term. telephone meetings with proxy advisors, and invite you to However, and as we informed you at the beginning of contact us through our Investor Relations Department at this crisis, the pandemic has had a significant impact on the dedicated email address, before the General Meeting, our turnover, and as a consequence generated a sharp if you have any questions. increase in the Group’s corporate debt, reaching a level I thank you in advance for taking the time to examine that is unsustainable in view of its level of activity. the resolutions proposed with a long‑term vision, in Europcar Mobility Group must now carry out an extensive order to give a world leader in mobility the opportunity financial restructuring in order to ensure its continuity in to emerge stronger from this crisis with the support of its these uncertain times and enable the implementation of shareholders. its transformation plan. Yours faithfully As you will have understood, the financial restructuring submitted for your approval will allow to reduce the Group’s
(1) Source: Euromonitor, 2018.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 1 How to participate in the General Meeting 2
HOW TO PARTICIPATE 2 IN THE GENERAL MEETING
Covid‑19 is still raging and the government has introduced a raft of measures to contain the spread of the disease. In these exceptional circumstances, the Supervisory Board of EUROPCAR MOBILITY GROUP (the “Company”) has convened the General Meeting behind closed doors, with no shareholders or other persons eligible to attend in physical attendance. This decision is pursuant to the provisions of French Order No. 2020‑1497 of December 2, 2020 extending and amending Order No. 2020‑321 of March 25, 2020 modifying the rules for holding and deliberating during general meetings and governing body meetings of legal entities and entities without legal personality under private law due to the Covid‑19 pandemic. Mindful of this context, shareholders will not receive admission cards. You are asked to exercise your voting rights prior to the General Meeting by remote means only. You have three options to cast your vote: a) use the voting form to send in your postal vote; b) go to the VOTACESS secure voting platform to vote online; or c) appoint the meeting Chairman or another person of your choice as your proxy. We also encourage you to send in any requests and documents electronically. The Combined Shareholders’ Meeting will be webcast live on the Company’s website (www.europcar-mobility-group.com) and the video recording will be available for playback. We also encourage you to stay up to date on the Combined Shareholders’ Meeting of January 20, 2021 by keeping a check on the special meeting page here: https://investors.europcar-group.com/financial-documentation/ shareholders-meeting. The page will be updated, where relevant, with the final details on how to participate in the General Meeting and/or to reflect changes that may be required to comply with legal or regulatory developments subsequent to publication of this notice. As the Company has entered an accelerated financial safeguard procedure procédure( de sauvegarde financière) by a ruling of the Paris Commercial Court on December 14, 2020, in accordance with Article R. 626‑2 of the French Commercial Code, and since a quorum to conduct the meeting was not reached on first notice of convening, the General Meeting will be held on second notice on Wednesday, January 27, 2021 at 3:00 p.m., at 13 ter Boulevard Berthier, 75017 Paris. The General Meeting will take place in closed session, with no shareholders or other persons eligible to attend in physical attendance.
IMPORTANT NOTICE: NEW RULES FOR HANDLING ABSTENTIONS Law no. 2019‑744 of July 19, 2019 amended the rules on how votes cast at Shareholders’ Meeting are counted: abstentions were previously considered as votes against a resolution, but under the new provisions they are now excluded from the votes cast. In other words, abstentions are no longer counted to calculate the majority required to adopt resolutions. The electronic and postal vote forms have been amended to reflect this change. Shareholders can elect separately to vote against or abstain from voting on any of the resolutions before the General Meeting.
A) PRIOR FORMALITIES REQUIRED TO (or, where necessary, by email) under the conditions set out ATTEND THE GENERAL MEETING in Articles R. 225‑85 and R. 225‑61 of the French Commercial Code, and appended to the: The General Meeting is made up of all shareholders irrespective of the number of shares held. • postal voting form; • proxy vote. Pursuant to Article R. 225‑85 of the French Commercial Code, the right of a shareholder to attend the General Any shareholder who has already sent a proxy or voted by Meeting shall be evidenced by registration in the securities mail may no longer choose a different method of attendance. account in their name or in the name of their intermediary Pursuant to Article R. 225‑85 of the French Commercial as registered in accordance with Article L. 228‑1 paragraph Code, any shareholder may sell all or part of their shares, 7 of the French Commercial Code, on the second business after having cast their vote by mail or sent a proxy before day preceding the General Meeting by midnight (Paris time), the General Meeting. or Monday, January 18, 2021 at 00:00 (Paris time): In such a case: • either in the registered share account kept for the Company by its representative, BNP Paribas Securities • if the transfer of ownership occurs before the second Services, for holders of registered shares; business day preceding the General Meeting at 00.00 (Paris time), the Company shall accordingly invalidate • or in the bearer shares account kept by the authorized or amend, as the case may be, the postal vote, proxy, banking or financial intermediary, for holders of bearer admission card or certificate of attendance. To that shares. end, the authorized bank or financial intermediary The registration of shares in the bearer share account kept shall give notice of the transfer of ownership to BNP by the authorized bank or financial intermediary shall be Paribas Securities Services and send it the necessary established by a shareholding certificate issued by the latter information;
2 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP How to participate in the General Meeting 2
• if the transfer of ownership occurs after the second Under no circumstances should postal voting forms be business day preceding the General Meeting at 00.00 returned directly to Europcar Mobility Group. (Paris time), whatever the method used, it shall not be 1.2 Voting by mail or proxy by email taken into consideration by BNP Paribas Securities Services, notwithstanding any notice given by the Shareholders may also send their voting instructions, authorized bank or financial intermediary. appoint or revoke a proxy via the Internet before the General Meeting, on the VOTACCESS site, as described below: B) HOW TO ATTEND THE GENERAL MEETING • for registered shareholders: There are several ways for a shareholder to attend the General Meeting: Holders of pure or administered registered shares who wish to vote online will access the VOTACCESS site via • vote by mail or by proxy before the holding of the General the Planetshares site at the following address: https:// Meeting; or planetshares.bnpparibas.com. 2 • give the Chairman of the General Meeting a proxy and, Holders of pure registered shares must log on to the in such a case, a favorable vote will be cast in his name Planetshares site with their usual access codes. for the adoption of the draft resolutions submitted or approved by the Management Board; or Holders of administered registered shares must log on to the Planetshares site using the ID number found 1. Voting by mail or proxy on the top right corner of their paper voting form. If a Shareholders unable to attend the General Meeting may still: shareholder has lost their ID and/or password, they may call +33 1 57 43 02 30, which is put at their disposal. • vote by mail or by proxy; After logging on, the registered shareholder must follow • send the proxy to the Company without specifying the the instructions that appear on the screen to access the recipient, and, in such a case, a favorable vote will be cast VOTACCESS and vote, appoint or revoke a proxy. in their name for the adoption of the draft resolutions submitted or approved by the Management Board. • for bearer shareholders 1.1 Voting by mail or proxy by mail It is up to the bearer shareholder to find out whether their account‑holding institution is logged on or not to the To vote by mail or proxy by mail, it is necessary to proceed VOTACCESS site and, where necessary, if such access as follows: is subject to special terms of use. • for registered shareholders: If the shareholder’s authorized account‑holding return the single postal or proxy voting form, which will intermediary is connected to the VOTACCESS site, the be sent to them along with the notice, to the following shareholder must enter his/her log‑in details on the address: BNP Paribas Securities Services, Service Internet portal of their account‑holding institution with Assemblées Générales – CTO Assemblées Générales – their usual access codes. Next, the shareholder must click Les Grands Moulins de Pantin 9 rue du Débarcadère – on the icon that appears on the line corresponding to 93761 Pantin Cedex; their shares and follow the instructions given on‑screen to access the VOTACCESS site and vote, appoint or • for bearer shareholders: revoke a proxy. request their single postal or proxy voting form from the If the shareholder’s authorized account‑holding intermediary that manages their shares from the date intermediary is not connected to the VOTACCESS site, of notice of the General Meeting. it is specified that the notice of the appointment and Once completed by the shareholder, the form will be returned revocation of a proxy can however be given by email, to the account‑holding institution, which will append to in accordance with Article R. 225‑79 of the French it a certificate of attendance and send it to BNP Paribas Commercial Code, as follows: Securities Services, Service Assemblées Générales – CTO • the shareholder must send an email to paris.bp2s. Assemblées Générales – Les Grands Moulins de Pantin 9, [email protected]. The email rue du Débarcadère – 93761 Pantin Cedex. must contain the following information: name of the The request for a single form must have been received no Company concerned, date of the General Meeting, later than six days before the date of the General Meeting, last name, first name, address, the principal’s bank or no later than Tuesday, January 14, 2021. references as well as the last name, first name and, if possible, address of the proxy; To be considered, the postal voting forms or appointments • the shareholder must ask the financial intermediary or revocations of proxies made through paper votes must that manages their security account to send a be received by the Service Assemblées Générales of BNP written confirmation to BNP Paribas Securities Paribas Securities Services, no later than three calendar Services’ General Meeting service – CTO Assemblées days before the date of the General Meeting, or no later than Générales – Les Grands Moulins de Pantin 9, rue du January 17, 2021. It should be noted that for the proxies given Débarcadère – 93761 Pantin Cedex. to a named person (other than the Chairman of the meeting), the following deadline does not apply (please see below).
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 3 How to participate in the General Meeting 2
Only notices of appointment or revocation of proxy To be considered, the questions must be accompanied by authorizations may be sent to the above email address; any a certificate of registration, either in the registered share other request or notice related to another subject will not be accounts kept by BNP Paribas Securities Services – CTO considered and/or processed. Assemblées Générales – Les Grands Moulins de Pantin, 9 rue du Débarcadère – 93761 Pantin Cedex for the Company, To ensure that appointments or revocations of proxy or in the bearer securities accounts kept by an intermediary authorizations made by email are validly considered, mentioned in Article L. 211‑3 of the French Monetary and confirmations must be received no later than by the eve Financial Code. of the General Meeting, or by Tuesday, January 19, 2021 at 3 p.m. (Paris time). It should be noted that for the proxies Consideration of the item or draft resolution by the General given to a named person (other than the Chairman of the Meeting is also subject to the provision, by the authors of the meeting), the following deadline does not apply (please see request, of a new certificate evidencing registration of their below). securities in the account on the 3rd business day preceding the meeting at midnight, Paris time (Friday, January 15, 2021 The VOTACCESS site will be accessible starting January 4, at 00:00 (Paris time), under the same conditions as indicated 2021, and it will be possible to vote online before the above. Shareholders’ Meeting until the eve of the General Meeting, i.e. until Tuesday, January 19, 2021 at 3 p.m. (Paris time). The request to include an item on the agenda must be justified. The request to enter draft resolutions on the agenda However, to avoid possible congestion of the VOTACCESS must be sent with the text of the draft resolutions together site, it is recommended that shareholders not wait until the with, where relevant, a brief explanatory statement, as well eve of the General Meeting to vote. as the information specified in Article R. 225‑83‑5 of the 1.3 Particular conditions for the proxies French Commercial Code if the draft resolution concerns given to a named person (other than the a nomination to the Supervisory Board or the Board of Chairman of the General Meeting) Directors. Exceptionally and in accordance with the provisions of The text of the draft resolutions submitted by the Decree No. 2020‑418 of April 10, 2020, for the proxies given by shareholders along with their explanatory statement as a shareholder to a named person (other than the Chairman well as the list of items added to the agenda will be notified of the meeting), the following conditions and deadlines to shareholders in accordance with applicable regulations apply to be validly taken into account: proxies granted and will be published without delay on the Company’s electronically or by post must be received four days before website: https://investors.europcar-group.com/fr/financial- the meeting, i.e. no later no later than Saturday, January 16, documentation/shareholders-meeting. 2021 at midnight (Paris time). D) WRITTEN QUESTIONS To take into account the proxy form, the named proxy must Any shareholder may submit written questions to which the address their voting instructions by using a postal voting Management Board will provide answers at the General form to be sent to BNP Paribas Securities Services, by Meeting. Such written questions are to be sent either by mail email to: paris.bp2s.france.cts. [email protected], to the registered office to the following address: Europcar no later than Saturday, January 16, 2021 at midnight (Paris Mobility Group, Direction Juridique, 13 ter Boulevard Berthier, time). 75017 Paris, by registered letter with acknowledgment C) REQUEST FOR THE INCLUSION OF ITEMS OR of receipt to the Chairperson of the Management Board, DRAFT RESOLUTIONS ON THE AGENDA or by email to: [email protected] no later than by the 2nd business day preceding the date of the General As the Company has entered an accelerated financial Meeting (Monday January 18, 2021 at 23:59, Paris time). safeguard procedure (procédure de sauvegarde financière) To be considered, the questions must be accompanied by by a ruling of the Paris Commercial Court on December 14, a certificate of registration, either in the registered share 2020, in accordance with Articles R. 225‑71 and R. 628‑18 of accounts kept by BNP Paribas Securities Services – CTO the French Commercial Code, requests from shareholders Assemblées Générales – Les Grands Moulins de Pantin, 9 rue who meet the legal conditions (i.e. they represent a du Débarcadère – 93761 Pantin Cedex for the Company, minimum percentage of the capital) for inclusion of items or in the bearer securities accounts kept by an intermediary or draft resolutions on the agenda must be received at mentioned in Article L. 211‑3 of the French Monetary and the Company’s headquarters at the latest 15 days prior Financial Code. In accordance with the law in force, a single to the General Meeting on first convening, i.e., by Tuesday common answer may be provided to questions having the January 5, 2021. Such requests are to be sent either by mail same content or covering the same subject. If not answered to the registered office to the following address: Europcar during the meeting, the answer to a written question will be Mobility Group, Direction Juridique, 13 ter Boulevard Berthier, deemed to have been provided when it appears on the 75017 Paris, by registered letter with acknowledgment Company’s website at: https://investors.europcar-group. of receipt to the Chairperson of the Management Board, com/fr/financial-documentation/shareholders-meeting in or by email to: [email protected]. the Q&A page.
4 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP How to participate in the General Meeting 2
E) INFORMATION AND DOCUMENTS R. 225‑81 and R. 225‑83 of the French Commercial Code by PROVIDED TO SHAREHOLDERS sending a request to BNP Paribas Securities Services – CTO Assemblées Générales – Les Grands Moulins de Pantin, 9 rue In accordance with the laws and regulations in force, du Débarcadère – 93761 Pantin Cedex. As of December 30, notably Article R. 628‑19 of the French Commercial Code), 2020, all information and documents related to the General all documents required to be sent to shareholders before the Meeting and mentioned in Article R. 225‑73‑1 of the French General Meeting shall be made available to shareholders Commercial Code may also be consulted on the Company’s at the latest 10 days prior to the meeting at the Company’s website: https://investors.europcar-group.com/fr/financial- registered office located at 13 ter Boulevard Berthier, documentation/shareholders-meeting. 75017 Paris. Shareholders may collect, within the legal time frames, the documents provided for under Articles The Management Board 2
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 5 E-convening notice 3
E-CONVENING 3 NOTICE
Opt for the e‑convening notice
Dear shareholders, You have opted e‑convening for this meeting. The Combined Ordinary and General Meeting of Go to the Investors page on our website (https://investors. EUROPCAR MOBILITY GROUP (the “Company”) will be held europcar-group.com/fr/financial-documentation/ on Wednesday January 20, 2021 at 3 p.m. at the Company’s shareholders-meeting) for all the materials to prepare for registered office (13 ter boulevard Berthier, 75017 Paris.). the meeting. In light of the Covid‑19 epidemic and in accordance To cast your vote online prior to the meeting, go to the with French Order No. 2020‑1497 of December 2, 2020, Planetshares site. Simply copy this link, https://planetshares. extending and amending Order No. 2020‑321 of March 25, bnpparibas.com, into your browser and you’ll be redirected 2020, this General Meeting will be held at the Company’s to the secure VOTEACESS site. headquarters, 13 ter boulevard Berthier, 75017 Paris, in closed You’ll find your Planetshares login on your share statement. session, with no shareholders or other persons eligible to attend in physical attendance. If you don’t have the information to hand, use the contact form to contact BP2S. We have adjusted the usual terms and conditions for taking part in the General Meeting accordingly. Please use the tools Go to the home page and click “Vote” to connect to the available to vote online (via the secure VOTACCESS website, secure VOTACCESS site where you can cast your vote or or by post using the postal voting form), or by appointing the give your proxy. meeting Chairman or another person as your proxy. EUROPCAR MOBILITY GROUP thanks you for taking part. The General Meeting being held in closed session, it will not BP2S processes your personal data. Please see the Data be possible to apply for an admission card. Protection Notice on the BP2S corporate website for more The General Meeting will be webcast on the Company’s information on how your data is processed and your rights: website. The webcast will then be available in free access https://securities.bnpparibas.com/fr/data-protection- on the Company’s website, in the section mentioned below. notice.html
6 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Agenda 4 4 AGENDA
• Falling under the authority of the 9th resolution – Delegation of authority to be granted to Ordinary General Meeting the Management Board to decide the issuance and the allocation of free warrants with waiver of the shareholders’ 1st resolution – Ratification of the cooptation of Mr. Antonin preferential subscription right, in favor lenders under the Marcus as member of the Supervisory Board RCF and to the Participating Noteholders (including the • Falling under the authority of the Guarantor Noteholders) effectively participating in the RCF Extraordinary Shareholders’ Meeting Refinancing, such persons forming a category of persons meeting specified characteristics 2nd resolution – Share capital reduction by reduction of the par value of each share and by allocation to a special 10th resolution – Delegation of authority to the Management unavailable reserve account and correlative amendment to Board to increase the share capital, with waiver of the Article 6 of the Company’s articles of association shareholders’ preferential subscription right, to members of a company savings plan 3rd resolution – Delegation of authority to be granted to the Management Board to decide on a capital increase in 11th resolution – Overall limit for the authorizations of issue cash through the issuance of new ordinary shares of the 12th resolution – Modification of the governance and Company, with shareholders’ preferential subscription right management structure by the adoption of a Board 4th resolution – Delegation of authority to be granted to of Directors subject to the condition precedent of the 4 the Management Board to decide on a capital increase Management Board’s acknowledgement of the Effective in cash through the issuance of new ordinary shares of Restructuring Date the Company, with waiver of the preferential subscription 13th resolution – Amendment of the articles of association right, in favor of the Noteholders having executed or and adoption of the new text of the Company’s articles adhered to the terms of the lock‑up agreement executed of association subject to the condition precedent of the by the Company on November 25, 2020 (as amended on adoption of the 12th resolution December 6, 2020), including the Guarantor Noteholders such holders constituting a category of persons meeting • Falling under the authority of the specific characteristics Ordinary General Meeting 5th resolution – Delegation of authority to be granted to the 14th resolution – Appointment of Mr. Jean-Paul Bailly as Management Board to decide on a capital increase in cash a Director of the Company, subject to the approval of the to be paid up by way of set‑off against liquid, certain and due 12th resolution relating to the change in the Company’s debts through the issuance of new ordinary shares of the governance and management structure by adopting a Company, with waiver of the preferential subscription right, governance structure with a Board of Directors in favor of the Noteholders, such Noteholders constituting a 15th resolution – Appointment of Ms. Caroline Parot as a category of persons meeting specific characteristics Director of the Company, subject to the approval of the 6th resolution – Delegation of authority to be granted to 12th resolution relating to the change in the Company’s the Management Board to decide on a capital increase in governance and management structure by adopting a cash to be paid up by way of set‑off against liquid, certain governance structure with a Board of Directors and due debts through the issuance of new ordinary shares 16th resolution – Appointment of Ms. Virginie Fauvel as a of the Company, with waiver of the preferential subscription Director of the Company, subject to the approval of the right, in favor of the CS Lenders, such lenders constituting a 12th resolution relating to the change in the Company’s category of persons meeting specific characteristics governance and management structure by adopting a 7th resolution – Delegation of authority to be granted to governance structure with a Board of Directors the Management Board to decide the issuance and the 17th resolution – Appointment of Ms. Martine Gerow as a allocation of free warrants with waiver of the shareholders’ Director of the Company, subject to the approval of the preferential subscription right, in favor of Guarantor 12th resolution relating to the change in the Company’s Noteholders, such persons forming a category of persons governance and management structure by adopting a meeting specified characteristics governance structure with a Board of Directors 8th resolution – Delegation of authority to be granted to 18th resolution – Appointment of Mr. Carl A. Leaver as a the Management Board to decide the issuance and the Director of the Company, subject to the approval of the allocation of free warrants with waiver of the shareholders’ 12th resolution relating to the change in the Company’s preferential subscription right, in favor of Cross-Holders governance and management structure by adopting a Noteholders’ Coordination Committee members, such governance structure with a Board of Directors persons forming a category of persons meeting specified characteristics
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 7 Agenda 4
19th resolution – Appointment of Mr. Paul Copley as a 22nd resolution – Approval of the compensation policy Director of the Company, subject to the approval of the applicable to the Chief Executive Officer, subject to the 12th resolution relating to the change in the Company’s approval of the 12th resolution relating to the change in the governance and management structure by adopting a Company’s governance and management structure by governance structure with a Board of Directors adopting a governance structure with a Board of Directors 20th resolution – Approval of the compensation policy 23rd resolution – Approval of the compensation policy applicable to the members of the Board of Directors, subject applicable to the deputy chief executive officers, subject to to the approval of the 12th resolution relating to the change in the approval of the 12th resolution relating to the change in the Company’s governance and management structure by the Company’s governance and management structure by adopting a governance structure with a Board of Directors adopting a governance structure with a Board of Directors 21st resolution – Approval of the compensation policy • Falling under the authority of the Extraordinary applicable to the Chairman of the Board of Directors, subject and Ordinary General Meeting to the approval of the 12th resolution relating to the change in 24th resolution – Powers of attorney the Company’s governance and management structure by adopting a governance structure with a Board of Directors
8 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
MANAGEMENT BOARD’S REPORT AND 5 TEXT OF THE DRAFT RESOLUTIONS
Dear shareholders, Increases in share capital In accordance with the provisions of the French Commercial The capital increases to be carried out are as follows: Code and the Company’s Articles of Association, • a reserved capital increase in cash through the issue of we have called this Combined Ordinary and Extraordinary new ordinary shares with maintenance of shareholders’ Shareholders’ Meeting (the “General’ meeting“) for preferential subscription rights; January 20, 2021 at 3 pm at the Company’s headquarters for the purpose of submitting for your approval the following • a reserved capital increase in share capital through the 24 resolutions, the draft of which was approved by your issue of new ordinary shares with waiver of preferential Management Board at its meeting of December 23, 2020. subscription rights for shareholders to be subscribed for in cash; The purpose of this General Meeting is to have the Company’s shareholders approve all of the resolutions required to • a reserved capital increase in share capital through the implement the various aspects of the financial restructuring issue of new ordinary shares with waiver of preferential plan of the Company, which constitute an essential step to subscription rights for shareholders to be subscribed for enable the Europcar Group to continue its activities in a by offsetting debt securities; sustainable manner. • a second reserved capital increase with waiver of Moreover, as the Company announced in its press release of preferential subscription rights of shareholders to be November 26, 2020, the adoption of this financial restructuring subscribed for by offsetting debt securities. plan, aimed at massively reducing the Company’s corporate In accordance with the provisions of Articles L. 225‑129 et indebtedness and obtaining new liquidities, will enable the seq., L. 225‑138, L. 225‑138 and L. 228‑91 of the French Company to return to a more sustainable capital structure Commercial Code, and Articles L. 3332‑1 and L. 3332‑18 et adapted to its level of revenue. seq. of the French Labor Code, you are also asked to grant The finalization of this financial restructuring, which is the Management Board a delegation of authority relating 5 expected to take place at the end of February 2021, will to a capital increase reserved for members of a company enable the Company to implement its “Connect 2021 – savings plan. 2023” transformation plan, in order to develop its services Issuance of free warrants and offerings in line with the new demands and needs of its customers. We are counting on the support of the The issuance and allocation of free warrants to be carried Company’s shareholders to approve all of these resolutions, is as follows: which are essential to the Company’s future development • the issuance and free allocation of warrants by the and the sustainability of its activities, and in the interest of Company to the Guarantor Noteholders; its customers and employees. • the issuance and free allocation of warrants by the The draft resolutions to achieve these objectives and Company to the members Cross-Holders Noteholders’ submitted for your approval are as follows: Coordination Committee (as compensation for their role • Capital reduction: as overall coordinator in the restructuring); First you are being asked to approve the reduction of the • the issuance and free allocation of warrants by the Company’s share capital, by reducing the par value of Company to the lenders under the RCF and to the the Company’s shares, in order to offset any future losses holders of 2024 Notes and 2026 Notes who made new the Company may incur as a result of the temporary funds available in connection with the RCF Refinancing. reduction in business. Setting of the overall limit for the authorizations of issue • Delegation of authority to the Management Board: As a result of the changes previously presented, it is proposed You are asked to grant the Management Board delegations that you amend the overall limit of the authorizations of issue. of authority, which form an indivisible and indissoluble whole In the event that the Management Board uses one of these and are interdependent, which are necessary to carry delegations of authority, and in accordance with Article out transactions involving the Company’s share capital, R. 225‑116 of the French Commercial Code, additional reports in particular in order to enable the dept restructuring of on the final terms and conditions of the issues must be made the Company and its Group in the context of the draft available to you and then presented at the Company’s next accelerated financial safeguard plan submitted to the vote Shareholders’ Meeting. of the Credit Institutions and Similar Institutions Committee and the Company’s single Shareholders’ Meeting of • Governance: bondholders, scheduled for January 7, 2021 according to You are asked to modify the Company’s governance and the projected timetable, and to be decided by judgment of management structure, contingent upon the effective the Paris Commercial Court on January 25, 2021, according completion of the proposed restructuring of the Company, to the projected timetable. to adopt the management structure governed by Articles L. 225‑17 to L. 225‑56 of the French Commercial Code instead of the current structure with a Management Board and Supervisory Board. This change would take effect on
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 9 Management Board’s report and text of the draft resolutions 5
the date on which the Company’s restructuring becomes You are called to vote on the following agenda: effective and the duties of the members of the Company’s Resolutions falling within the scope of the Ordinary Supervisory Board and members of the Management Board Shareholders’ Meeting would thus end on that same date as a result of the adoption of the new governance structure. 1) Ratification of the co‑option of Antonin Marcus as member of the Supervisory Board. Subject to the approval of the resolution relating to the change in the Company’s governance and management Resolutions falling within the scope of the Extraordinary structure and subject to the fulfillment of the conditions Shareholders’ Meeting set forth in said resolution, you will be asked to approve the 2) Share capital reduction by reduction of the par value of amendment of the Company’s Articles of Association and to each share and by allocation to a special unavailable appoint the following persons as Directors of the Company: reserve account and correlative amendment to Article Jean-Paul Bailly, Caroline Parot, Virginie Fauvel, Martine 6 of the Company’s articles of association. Gerow, Carl A. Leaver and Paul Copley. 3) Delegation of authority to be granted to the Management At the first meeting of the Company’s Management Board, Board to decide on a capital increase in cash through the which will take place on the Effective Restructuring Date, issuance of new ordinary shares of the Company, with the Management Board will decide on the separation of the shareholders’ preferential subscription right. functions of Chairman of the Management Board and Chief Executive Officer of the Company and will appoint (i) Jean- 4) Delegation of authority to be granted to the Management Paul Bailly, currently Chairman of the Supervisory Board Board to decide on a capital increase in cash through as Chairman of the Management Board of the Company, the issuance of new ordinary shares of the Company, (ii) Caroline Parot, currently Chairman of the Management with waiver of the preferential subscription right, Board as Chief Executive Officer of the Company, and in favor of the Noteholders having executed or adhered (iii) Fabrizio Ruggiero, currently Chief Executive Officer to the terms of the lock‑up agreement executed by and member of the Management Board as Deputy Chief the Company on November 25, 2020 (as amended on Executive Officer. December 6, 2020), including the Guarantor Noteholders such holders constituting a category of persons meeting • Powers for legal formalities: specific characteristics. Lastly, you are requested to grant all powers necessary to 5) Delegation of authority to be granted to the Management carry out the legal formalities related to the holding of the Board to decide on a capital increase in cash to be paid Shareholders’ Meeting. up by way of set‑off against liquid, certain and due It should be noted that, in view of the administrative measures debts through the issuance of new ordinary shares of in force restricting public gatherings for health reasons, and the Company, with waiver of the preferential subscription in accordance with Article 4 of Ordinance no. 2020‑321 of right, in favor of the Noteholders, such Noteholders March 25, 2020 as amended by Article 2 of Ordinance no. constituting a category of persons meeting specific 2020‑1497 of December 2, 2020, the Shareholders’ Meeting characteristics. will exceptionally be held in closed session, by decision of 6) Delegation of authority to be granted to the Management the Management Board, without the physical presence of Board to decide on a capital increase in cash to be paid shareholders and other persons eligible to attend. up by way of set‑off against liquid, certain and due Accordingly, no one may physically attend the meeting debts through the issuance of new ordinary shares of or be physically represented by another person. It will not the Company, with waiver of the preferential subscription be possible to apply for an admission card. Shareholders right, in favor of the CS Lenders, such lenders constituting are thus invited to vote by mail using the voting form or a category of persons meeting specific characteristics. online using the secure voting platform VOTACCESS prior 7) Delegation of authority to be granted to the Management to the Shareholders’ Meeting or to be represented by the Board to decide the issuance and the allocation of free Chairman of the meeting or to give a proxy to a third party. warrants with waiver of the shareholders’ preferential Shareholders are invited to regularly consult the Company’s subscription right, in favor of Guarantor Noteholders, website www.europcar-mobility-group.com/fr, under the such persons forming a category of persons meeting section Investors/Financial Information/Shareholders’ specified characteristics. Meeting, where any information on the terms and conditions of participation that may be adapted in accordance with 8) Delegation of authority to be granted to the Management legal and regulatory provisions will be made available. Board to decide the issuance and the allocation of free warrants with waiver of the shareholders’ preferential The notices of meetings required by law have been regularly subscription right, in favor of Cross-Holders Noteholders’ sent to shareholders. All the documents and documents Coordination Committee members, such persons required by the applicable regulations have been made forming a category of persons meeting specified available to all shareholders within the legal deadlines and characteristics. sent to them upon request.
10 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
9) Delegation of authority to be granted to the Management 21) Approval of the compensation policy applicable to Board to decide the issuance and the allocation of free the Chairman of the Board of Directors, subject to the warrants with waiver of the shareholders’ preferential approval of the 12th resolution relating to the change in subscription right, in favor lenders under the RCF the Company’s governance and management structure and to the Participating Noteholders (including the by adopting a governance structure with a Board of Guarantor Noteholders) effectively participating in the Directors. RCF Refinancing, such persons forming a category of 22) Approval of the compensation policy applicable to the persons meeting specified characteristics. Chief Executive Officer, subject to the approval of the 10) Delegation of authority to the Management Board to 12th resolution relating to the change in the Company’s increase the share capital, with waiver of the shareholders’ governance and management structure by adopting a preferential subscription right, to members of a company governance structure with a Board of Directors. savings plan. 23) Approval of the compensation policy applicable to the 11) Overall limit for the authorizations of issue. deputy chief executive officers, subject to the approval of the 12th resolution relating to the change in the 12) Modification of the governance and management Company’s governance and management structure structure by the adoption of a Board of Directors subject by adopting a governance structure with a Board of to the condition precedent of the Management Board’s Directors. acknowledgment of the Effective Restructuring Date. Decisions within the scope of the Ordinary and 13) Amendment of the articles of association and adoption Extraordinary Shareholders’ Meeting of the new text of the Company’s articles of association subject to the condition precedent of the adoption of 24) Powers for legal formalities. the12th resolution. The purpose of this report is to provide additional information Resolutions falling within the scope of the Ordinary on the draft resolutions submitted to you. Before providing Shareholders’ Meeting you with a detailed description of the reasons for and terms and conditions of each of the operations for the 14) Appointment of Jean-Paul Bailly as a Director of the implementation of the Safeguard Plan submitted for your Company, subject to the approval of the 12th resolution approval, we will present the context to the Shareholders’ relating to the change in the Company’s governance Meeting held to approve this report as well as an update on and management structure by adopting a governance the progress of the Company’s affairs since January 1, 2020. structure with a Board of Directors. 5 I) General context and reasons 15) Appointment of Caroline Parot as a Director of the Company, subject to the approval of the 12th resolution The transactions submitted for your approval are part of the relating to the change in the Company’s governance Company’s draft Safeguard Plan. and management structure by adopting a governance The “Safeguard Plan” is the draft accelerated financial structure with a Board of Directors. safeguard plan to be approved by the Paris Commercial 16) Appointment of Virgine Fauvel as a Director of the Court on January 25, 2021, according to the provisional Company, subject to the approval of the 12th resolution timetable. relating to the change in the Company’s governance Challenges for the Company during 2020 and management structure by adopting a governance structure with a Board of Directors. The health crisis due to the Covid‑19 pandemic has strongly affected all sectors of the economy and has had an 17) Appointment of Martine Gerow as a Director of the unprecedented impact on the travel and leisure market in Company, subject to the approval of the 12th resolution the second quarter of 2020. Specifically: relating to the change in the Company’s governance and management structure by adopting a governance • at the beginning of March 2020, spread of the Covid‑19 structure with a Board of Directors. pandemic forced a large number of governments to put in place exceptional travel restrictions or lockdowns; 18) Appointment of Carl A. Leaver as a Director of the Company, subject to the approval of the 12th resolution • in April 2020, the market experienced its lowest level due relating to the change in the Company’s governance to the containment measures imposed worldwide; and management structure by adopting a governance • in May 2020, business recovered extremely slowly due to structure with a Board of Directors. travel restrictions in most countries; 19) Appointment of Paul Copley as a Director of the • in June 2020, the same trend was observed, with a Company, subject to the approval of the 12th resolution gradual reopening of borders and a still extremely low relating to the change in the Company’s governance level of international traffic. and management structure by adopting a governance structure with a Board of Directors. Given the impact of the crisis related to Covid‑19, the Company announced on March 23, 2020 that it engaged 20) Approval of the compensation policy applicable to in a cost‑saving and cash preservation plan in order to be the members of the Board of Directors, subject to the in a position to weather this crisis period as well as possible. approval of the 12th resolution relating to the change in the Company’s governance and management structure by adopting a governance structure with a Board of Directors.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 11 Management Board’s report and text of the draft resolutions 5
This plan included: i) reduced fleet volume and deferred • the issuance by the Company of bonds from purchases until further notice; ii) contract renegotiations; iii) November 2, 2017 maturing on November 15, 2024, state‑funded partial unemployment benefit and rapid staff for a principal amount of €600,000,000 and bearing adjustments wherever possible; iv) freezing investments; interest at an annual rate of 4.125% (Reg. S Common v) cessation of all operational expenses considered Code: 170620259/Reg. S ISIN: XS1706202592; Rule non‑essential. 144A Common Code: 170620275/Rule 144A ISIN: XS1706202758) (“2024 Notes”); and In order to preserve its liquidity, the Group announced on • the issue by the Company of bonds on April 24, 2019, May 3, 2020, the implementation of a €307 million financing maturing on April 30, 2026, for a principal amount plan, intended not only to secure its liquidity to face the of € 450,000,000 and bearing interest at an annual Covid‑19 crisis, but also to meet the financing needs of its rate of 4.000% (Reg. S Common Code: 198337587/ fleet and for a rapid restart of its activities. This financing Reg. S ISIN: XS1983375871; Rule 144A Common Code: plan included: 198337617/Rule 144A ISIN: XS1983376176) (”2026 • PGE Financing for €220 million; Notes“; together with the 2024 Notes – “Notes“), • new financing lines for the Group’s Spanish subsidiaries • the loan agreement entered into with Crédit Suisse (Europcar Spain and Goldcar Spain), for a total amount International on December 27, 2019 for a principal amount of €67.25 million and backed by a Spanish government of €50,000,000, initially maturing on December 7, 2020 guarantee for 70% of the amount; and and whose maturity has been extended in accordance with the terms of the Lock-Up Agreement (the “CS Loan”). • the granting of an additional tranche of €20 million in the RCF, in order to increase it from €650 million (which On July 13, 2017, the Company also entered into a Revolving was its initial amount) to €670 million. Facility Agreement (the “RCF“), last amended on April 30, 2020, for a principal amount of €670,000,000, maturing on The months of July and August 2020 showed some signs June 9, 2023. of a recovery in activity, but it remained slow and gradual. In addition, on May 2, 2020, ECI and ECP entered into Activity levels in the travel and leisure sectors during the a government‑guaranteed loan agreement for a total summer of 2020 indicated that the return to pre-Covid‑19 principal amount of €220,000,000 (EUR 130,000,000 for levels will be very slow. As the coronavirus continues to ECI and €90,000 for ECP) benefiting from a 90% guarantee circulate around the world, the timing of a true recovery by the French State via Bpifrance, for an initial term of one remains extremely uncertain. year, with an option to extend the term to five years (until In late July 2020, the Company announced that it was May 2026) at the discretion of each of the borrowers, subject evaluating its short and long‑term alternatives to meet its to the sending of a notification within the time limits set forth capital structure and liquidity constraints, with a view to in the agreement (the “PGE”). having sufficient financial resources to adapt to this new Finally, ECH also benefits from a bank overdraft granted environment. by CIC for a principal amount of €20,000,000, with no Corporate debt of the Group contractual maturity. As of November 30, 2020, the Company held debt under the Financial liabilities (excl. exposure to hedging instruments), following financing agreements: with respect to the Group’s corporate debt, as of November 30, 2020, were as follows: • subordinated high yield bond issues under New York state law, specifically:
Total principal (excl. interest) Debtor Bank liabilities Credit Suisse Facility €50,000,000 Company RCF €670,000,000 EIC and ECH PGE €220,000,000 ECI and ECP CIC overdraft €20,000,000 (authorized) ECH Total €960,000,000 - Bond liabilities 2024 Senior Notes €600,000,000 Company 2026 Senior Notes €450,000,000 Company Total €1,050,000,000 - TOTAL LIABILITIES (BANK AND BOND) €2,010,000,000 -
12 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
Negotiations with stakeholders • Attestor Limited, a private limited company registered in England and Wales under number 12080120, having its In this context, the Company announced on September 7, registered office at 7 Seymour Street, London W1H 7JW, 2020 its intention to enter into discussions with its corporate UK, acting as manager of funds and accounts managed debt creditors with a view to carrying out a financial or advised by it or its affiliates; restructuring of its corporate debt and to finalize an injection of new money with a third party investor or its creditors or • Diameter Capital Partners LP, a Deleware limited shareholders to finance its transformation plan. partnership with registration number 5182092, having its registered head office at 24 W 40th Street, 5th Floor, Given that the Group must place orders for vehicles for the New York, NY 10018, USA, acting as asset manager in the 2021 summer season by the end of January 2021 at the latest, name and for the account of one or more investment it therefore proved crucial that the negotiations related to funds; the financial restructuring be completed during December and finalized before the end of January 2021, thereby giving • King Street Capital Management, L.P., a Delaware the automakers some visibility. limited partnership with registration number 3758391, having its registered head office at 299 Park Avenue, During September and October 2020, the Company held 40th Floor, New York, NY 10171, USA, acting for itself and discussions with the creditors of its bond debt and its RCF, with for the account of funds managed by King Street Capital a view to obtaining the necessary consents and waivers for Management, L.P.; and the opening of an ad hoc mandate or conciliation procedure at the level of the Company and/or the Group’s main holding • Marathon Asset Management, L.P., a Delaware limited companies. All necessary consents were obtained on partnership with registration number 3704928, having October 13, 2020, and on October 14, 2020, the Company its registered head office at One Bryant Park, 38th Floor, requested the appointment of Hélène Bourbouloux as ad New York, NY 10036, USA, acting for the account of one hoc representative. or more funds managed and/or advised by Marathon Asset Management, L.P. By decision dated October 19, 2020, the President of the Paris Commercial Court granted this request and appointed At a plenary meeting on October 26, 2020, held under SELARL FHB, in the person of Hélène Bourbouloux, as ad hoc the aegis of the ad hoc representative, the Company representative of the Company. presented to these committees the main features of a financial restructuring proposal. Since this first meeting, Discussions initiated by the Company have therefore bilateral discussions have taken place with each Committee, continued under the aegis of the ad hoc representative, under the aegis of the ad hoc representative, as well as 5 mainly with: management presentation sessions with the members of the • the Cross-Holders Noteholders’ Coordination committees to allow the creditors to validate the quantum Committee, whose members have agreed to enter into and the envisaged use of the new financing. confidentiality agreements with the Company providing During November 2020, bilateral discussions with the Cross- for a mechanism for cleansing insider information; and Holders Noteholders’ Coordination Committee resulted in • an ad hoc Committee of RCF holders, composed of the Company receiving a restructuring proposal, meeting hedge funds, which, according to the information in its objectives of a massive corporate debt reduction and the Company’s possession, represented a substantial an injection of new liquidity, with an implementation within fraction of the RCF at that date and whose members had a very short timeframe. Furthermore, this proposal did not also all agreed to enter into confidentiality agreements entail any conversion into capital of the RCF, nor an extension with the Company providing for a cleansing mechanism of its maturity, and therefore in no way affected the rights of comparable to that agreed with the members of the its creditors under the RCF. Cross-Holders Noteholders Coordination Committee. In order to finalize discussions on the financial restructuring “Cross-Holders Noteholders’ Coordination Committee” proposal and to reach an agreement with the members of refers to the Group of holders of each series of the 2024 the Cross-Holders Noteholders’ Coordination Committee Notes and the 2026 Notes and senior secured notes for that could be implemented through an accelerated financial an aggregate principal amount of €500,000,000, bearing safeguard procedure by the Paris Commercial Court, the interest at 2.375% and maturing in 2022 issued by EC Finance Company requested on November 17, 2020 the termination plc and guaranteed by Europcar Mobility Group (the “EC of the mission of the ad hoc representative and the Finance plc Senior Secured Notes”), which also hold interests simultaneous appointment of a conciliator. It was essential in the RCF and the CS Loan. The Cross-Holders Noteholders’ that this prior step be taken through a conciliation procedure Coordination Committee comprises the following entities: in order to allow the subsequent opening of an accelerated financial safeguard procedure, since the debtor company • Anchorage Capital Group L.L.C., a Delaware limited must be the subject of an ongoing conciliation procedure in private company with registration number 29746446, order to apply for the opening of such a procedure. having its registered head office at 610 Broadway, New York, NY 10012, USA, as a fund manager acting for and on behalf of certain funds and affiliates managed or advised by it;
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 13 Management Board’s report and text of the draft resolutions 5
By decision dated November 19, 2020, the President of the In addition, ECH also requested on November 27, 2020 Paris Commercial Court granted this request and appointed the appointment of a conciliator to continue discussions SELARL FHB, in the person of Hélène Bourbouloux, in a secure framework with the Company’s RCF Lenders, as conciliator of the Company. who are also creditors of ECH, in particular in order to implement the restructuring of the Company in the context The appointment of a conciliator made it possible to finalize of an accelerated financial safeguard. By decision dated these final discussions, during which the Cross-Holders December 3, 2020, the President of the Paris Commercial Coordination Committee also agreed to proceed with the Court granted this request and appointed SELARL FHB, refinancing of the RCF, thus removing any doubt as to the in the person of Hélène Bourbouloux, as conciliator of the terms and conditions of the implementation of the financial company ECH. restructuring proposal agreed between the Company and the Cross-Holders Noteholders’ Coordination Committee. “RCF Lenders” means the RCF Lenders and/or, if applicable, any person that has entered, directly or indirectly, into a These discussions led to the signature of the Lock‑up sub‑participation transaction with an RCF Lender. Agreement between the Company and the members of the Cross-Holders Noteholders’ Coordination Committee Description of the financial restructuring plan on November 25, 2020, and amended on December 6, 2020, The main features of the financial restructuring proposal under which the parties undertook to support and carry out under the Lock‑up Agreement are as follows: all steps and actions reasonably necessary to implement and complete the financial restructuring proposal. The terms • reduction of the Company’s share capital: and conditions of the Lock‑up Agreement are relatively • the Company shall implement a reduction of its share standard and include, among other things, the obligation capital, due to existing or future losses, by way of a of the creditors to waive certain rights (waivers), to vote in reduction of the nominal value of the Company’s favor of the implementation of the financial restructuring shares from €1.00 to €0.01; proposal, to execute the documentation required to enable the restructuring and not to transfer their interests in the • conversion into share capital of the 2024 and 2026 Notes: debt during the restructuring process, except in the event • conversion into share capital of the total principal that the purchaser of such interests has also entered into amount (plus interest accrued and unpaid, including the Lock‑up Agreement or is already a signatory thereto (in interest due on November 16, 2020 and which will not which case it would already be bound by such provisions). be paid at the end of the 30‑day grace period) of the The “Lock‑up Agreement” was entered into on November 25, 2024 Notes, 2020 between the Company and the Cross-Holder • conversion into share capital of the total principal Noteholders’ Coordination Committee and amended on amount (plus interest accrued and unpaid, including December 6, 2020, effective until March 31, 2021, or such interest due on October 30, 2020 and which will not later date as may be agreed in writing. be paid at the end of the 30‑day grace period) of the 2026 Notes. The conditions for the implementation of the financial restructuring as provided for in the Lock‑up Agreement through the completion of the Reserved Capital are standard conditions and are detailed below in the Increase #2, which will be subscribed for by offsetting sub‑section “Implementation of the financial restructuring due and payable debts held by the Noteholders, plan”. on the last day of the subscription period of the Capital Increase with DPS (as set by the Company) In addition, recognizing the need to rapidly implement (the “Reference Date“). the financial restructuring proposal and to provide the Company’s shareholders, prior to their vote at the Based on the provisional timetable of the financial Shareholders’ Meeting, with assurances as to the fairness restructuring, the number of Company shares to be of the financial restructuring proposal, the Company wished issued under the Reserved Capital Increase #2 would to proceed with the appointment of an independent expert. be equal to 2,849,819,078. On the recommendation of the Company’s monitoring “Reserved Capital Increase #2” means the capital Committee (appointed by the Company’s Supervisory increase through the issue of new ordinary shares Board as part of the financial restructuring and composed with waiver of shareholders’ preferential subscription of a majority of independent members), the Company’s rights in favor of the Noteholders of the Company Supervisory Board thus decided on November 16, 2020 to to be subscribed by offsetting claims held by the appoint the firm Finexsi as an independent expert, on a Noteholders against the Company in respect of the voluntary basis pursuant to Article 261‑3 of the AMF’s general Notes. regulations, with the task of assessing the financial terms “Noteholders” are the holders of the Notes; and conditions of the financial restructuring and evaluating the fairness to the Company’s shareholders. • conversion into share capital of the CS Loan: • conversion into share capital of the total principal amount (plus interest accrued and unpaid) of the CS Loan, through the completion of the Reserved Capital Increase #3, which will be subscribed to which will be subscribed by offsetting it against the total amount of the due and payable CS Receivables held by the CS Lenders as of the Reference Date.
14 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
Based on the provisional timetable of the financial “Reserved Share Capital Increase #1” means restructuring, the number of Company shares to be the share capital increase through the issue of issued under the Reserved Capital Increase #3 would new ordinary shares with waiver of shareholders’ be equal to 132,578,226. preferential subscription rights in favor of Noteholders who have undertaken to backstop the issue during “CS Lenders” refers to the debt holders who have the opened period in accordance with the terms claims against the Company under the CS Loan; of the Lock-Up Agreement (as this term is defined “CS Receivables” refers to the amount of principal below) (or any assignee of such subscription rights) and current and unpaid interest under the CS Loan; and to members of the Cross-Holders Coordinating Committee by backstopping the issue in cash, “Reserved Capital Increase #3” means the capital increase with waiver of shareholders’ preferential • the share capital increase that will result from the subscription rights in favor of the CS Lenders of the exercise of penny warrants (as indicated below); Company to be subscribed by offsetting claims held • making available a new credit facility of €225 million for by the CS Lenders against the Company under the fleet financing (the “Fleet Financing New Money”): term loan agreement in the amount of €50 million entered into with Crédit Suisse International on • €225 million new revolving fleet financing made December 27, 2019; available to the Group by the holders of 2024 Senior Notes, maturing December 2024, fully backstopped • making available the cash contribution of €250 million in cash by the members of the Cross-Holders (the “New Capital Resources“) through: Coordinating Committee and Guarantor Noteholders • the Capital Increase with DPS, to be subscribed in and opened to Noteholders, provided they take the cash by cash payment and fully guaranteed in cash same pro rata share of both the Reserved Share by the members of the Cross-Holders Noteholders’ Capital Increase #1 and the New RCF Refinancing Coordination Committee and Guarantor Noteholders; (with an oversubscription option under the New RCF Refinancing); Based on the provisional timetable of the financial restructuring, the number of Company shares to be • arrangement of the RCF Refinancing: issued under the Capital Increase with DPS would be • RCF Refinancing through the granting of a new equal to 263,710,341. revolving credit facility of €170 million (the “New “Rights Issue” means the share capital increase in RCF Facility“) (opened to all Noteholders with an 5 cash through the issue of new ordinary shares with oversubscription option) and a new €500 million term shareholders’ preferential subscription rights. loan (opened in priority to all lenders under the RCF, and then to all Noteholders for any remaining amount, “Guarantor Noteholders” means (i) the members each time with an oversubscription option), maturing of the Cross-Holders Coordinating Committee and June 2023, and both fully backstopped in cash by (ii) the holders of 2024 Senior Notes and 2026 Senior the members of the Cross-Holders Coordinating Notes who have also undertaken to backstop the Committee and the Guarantor Noteholders; New Money in Equity financing described in the 3rd and 4th resolutions of the General Meeting, • alloc ation of Penny Warrants: the €225 million Fleet Financing New Money and the • Penny Backstop Warrants allocated to the members RCF Refinancing. of the Cross-Holders Coordinating Committee and “RCF Refinancing” means refinancing the RCF by to Guarantor Noteholders (as compensation for granting the Company a new revolving credit facility (i) undertaking to backstop the Rights Issue and the for an amount of €170 million which will be made Reserved Share Capital Increase #1, (ii) undertaking available to the Company (and to any relevant group to backstop the Fleet Financing New Money entity) if the Safeguard Plan is implemented and the (iii) undertaking to backstop the RCF Refinancing) €500 million term loan that will be made available to at a strike price of €0.01, exercisable for a period of the Company (and any other relevant group entity) six months starting from the Effective Restructuring if the Safeguard Plan is implemented, Date and giving right to subscribe to 8% of the Company’s share capital on a fully diluted basis (i.e., • the Reserved Share Capital Increase #1, after the completion of Issues and the exercise of all to be subscribed to by cash payments and fully Penny Warrants). backstopped in cash by the members of the Cross- Holders Coordinating Committee and the Guarantor Based on the indicative calendar for the financial Noteholders. restructuring, a total of 401,134,696 Penny Backstop Warrants may be allocated. Based on the indicative financial restructuring calendar, the number of the Company’s shares to be issued under the Reserved Share Capital Increase #1 would be equal to 1,052,631,578.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 15 Management Board’s report and text of the draft resolutions 5
“Penny Backstop Warrants” are the Company’s The main terms and conditions for implementing the warrants issued to members of the Cross-Holders financial restructuring proposal include: Coordinating Committee and the Guarantor (i) For already satisfied (or waived) conditions as of the Noteholders, date of this report • Penny Participation Warrants allocated to RCF • obtaining from lenders under the French government Lenders and to Noteholders who effectively guaranteed loans (Prêts Garantis par l’État) the necessary participated in the RCF Refinancing, and to members amendment to the mandatory early redemption clause of the Cross-Holders Coordinating Committee and in relation to the injection of New Money in Equity: this to Guarantor Noteholders at a strike price of €0.01, amendment was obtained on November 27, 2020; exercisable for a period of six months starting from the Effective Restructuring Date and giving right to • agreement of the SARFA lenders to extend the maturity subscribe to 1.5% of the Company’s share capital on of the SARFA until January 2023: members of the Cross- a fully diluted basis (i.e., after the completion of Issues Holders Coordinating Committee unanimously agreed and the exercise of all Penny Warrants). to waive this condition on December 4, 2020. Based on the indicative calendar for the financial (ii) Conditions yet to be satisfied as of the date of this report restructuring, a total of 75,212,755 Penny Participation • the independent expert appointed by the Company Warrants may be allocated. must issue a Fairness Opinion confirming the fairness “Penny Participation Warrants” are the Company’s of the restructuring transactions outlined in the Lock-Up warrants issued and allocated to lenders under the Agreement: the Company expects to obtain the Fairness RCF and to holders of 2024 Senior Notes and 2026 Opinion by the end of December 2020; Senior Notes who provided new money under the • the accelerated financial safeguard plan reflecting RCF Refinancing, the Lock-Up Agreement must be approved by the • Penny Coordination Warrants allocated to members Committee of Financial and Related Credit Institutions of the Cross-Holders Coordinating Committee (as and the General Meeting of Noteholders of the Company; compensation for their substantial time and efforts • the Committee of Financial and Related Credit devoted to negotiating and arranging the financial Institutions and the General Meeting of Noteholders restructuring and their overall coordinating role in have been convened to a meeting on January 7, 2021 the financial restructuring) at a strike price of €0.01, in this respect; exercisable for a period of six months starting from the Effective Restructuring Date and giving right to • a nti‑trust authorities must provide all necessary subscribe to 1.5% of the Company’s share capital on authorizations to the extent such authorizations are a fully diluted basis (i.e., after completion of Issuances required under relevant merger control laws: the and exercise of all Penny Warrants). Company is currently analyzing this condition; Based on the indicative calendar for the financial • the Ministry of the Economy, Finance and Stimulus must restructuring, a total of 75,212,755 Penny Coordination authorize proposals to the extent such authorization Warrants may be allocated. is required in accordance with Article L. 151‑3 of the French Monetary and Financial Code relating to “Penny Coordination Warrants” are warrants foreign investments in France: the Company is currently issued and granted by the Company to members analyzing this condition; of the Cross-Holders Coordinating Committee (as compensation for their overall coordinating role in • if necessary, all the Group’s operations that may involve the financial restructuring). any individual or any entity located in a country subject to international sanctions must be stopped: the Company Penny Backstop Warrants and the Penny is currently analyzing this condition; Participation Warrants are collectively referred to as “Penny Warrants.” • the AMF must approve the prospectus for the Reserved Share Capital Increase and the issue of Penny Warrants: Note that the Lock-Up Agreement contains no undertaking the Company expects to receive this approval on to hold the new shares issued under the Rights Issue, the January 12, 2021; Reserved Share Capital Increase and the exercise of Penny Warrants by Guarantor Noteholders, Noteholders, • the Company’s General Meeting must approve the CS Lenders and recipients of Penny Warrants. necessary resolutions: the General Meeting will be held on January 20, 2021 to discuss this topic; Implementation of the financial restructuring plan • t he Paris Commercial Court must approve the Implementing the financial restructuring proposal provided Safeguard Plan: this approval is expected to be received by the Lock-Up Agreement is subject to various customary on January 25, 2021; conditions, including in particular the approval of the necessary resolutions by the Company’s General Meeting • the ruling regarding the Safeguard Plan must be and obtaining the required level of support from creditors recognized as part of the Chapter 15 proceedings, under the proceedings that will be launched in France. in accordance with rulings whose enforcement is not suspended: this ruling is expected to be recognized on January 27, 2021; • the AMF must approve the prospectus on the Rights Issue: the Company expects to receive this approval on February 1, 2021;
16 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
• settlement‑delivery transactions for shares derived from Governance the Reserved Share Capital Increase and the Rights The General Meeting scheduled for January 20, 2021 Issue, as well as the issue of Penny Warrants: these to approve the resolutions required to implement the settlement‑delivery transactions are expected to occur Safeguard Plan is also expected to approve the resolutions on February 23, 2021. on the Company’s new governance structure, which will Assuming that all the conditions are satisfied or waived, the only be put in place on the date on which all the conditions implementation of the financial restructuring set out in the relating to the effective execution of the Safeguard Plan have Lock-Up Agreement should occur no later than March 31, been satisfied or waived, such as the completion of all the 2021. steps necessary to successfully complete the restructuring, and in particular, the issuance of the debt securities and Meanwhile, after the necessary waivers were obtained, in its securities provided for therein, regardless of whether the ruling on December 14, 2020, the Paris Commercial Court deadlines for recourses or deadlines for recourses have not opened the accelerated financial safeguard procedure expired, as such date will have been noted by the Company’s for a period of one month. Pursuant to this ruling, the Paris Management Board (the “Effective Restructuring Date“). Commercial Court appointed SELARL FHB, represented by Maître Hélène Bourbouloux, previously the Conciliator, The Company’s shareholders will be asked to modify the as the judicial administrator for Europcar Mobility Group, Company’s governance and management structure and to together with SELAFA MJA, represented by Maître Lucile adopt management by a Board of Directors governed by Jouve, as creditors’ representative, and set January 11, 2021 Articles L. 225‑17 to L. 225‑56 of the French Commercial Code as the date for the hearing to review the proposed Safeguard instead of the current structure with a Management Board Plan or to extend the period by one month as permitted by and Supervisory Board. As a result of adopting this new Article L. 628‑8 of the French Commercial Code. governance structure, the appointments of the members of the Supervisory Board and the Management Board will end on the Effective Restructuring Date.
5
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 17 Management Board’s report and text of the draft resolutions 5
As part of the Safeguard Plan, the rules regarding the structure and composition of the Company’s Board of Directors will be as follows starting from the Effective Restructuring Date:
Form Public limited company with a Board of Directors and a Chief Executive Officer Structure a) The Board of Directors will be made up of: (i) Seven members with voting rights, including an employee representative, the Chief Executive Officer, three independent members as required by the provisions of the AFEP- MEDEF Code and two non‑independent members. (ii) One observer (non‑voting member) b) At least 40% of the members of the Board of Directors (other than the observer and the employee representative) should be female in accordance with the provisions of the AFEP- MEDEF Code. c) The Chairman of the Board of Directors shall be an independent member. Representation a) Anchorage Capital Group, L.L.C may propose the appointment of a non‑independent member of its choice for so long as it shall hold (together with the funds and entities that it advises or under its management) more than 10% of the Company’s share capital or its voting rights. b) Attestor Limited may propose the appointment of a non‑independent member of its choice so long as it holds (together with the funds and entities that it advises or under its management) more than 10% of the Company’s share capital or its voting rights. c) Anchorage Capital Group, L.L.C may propose the appointment of the observer of its choice so long as it holds (together with the funds and entities that it advises or under its management) more than 20% of the Company’s share capital or its voting rights. d) Marathon Asset Management, L.P. shall propose, for an appointment no later than the Company’s next General Meeting following the Effective Restructuring Date, the appointment of an independent member of its choice (other than the person who will be appointed as Chairman). e) The Cross-Holders Coordinating Committee shall propose, for an appointment no later than the Company’s next General Meeting following the Effective Restructuring Date, the appointment of two other independent members, including the person who will be appointed Chairman. Committees The Board of Directors shall set up committees in accordance with the provisions of the AFEP- MEDEF Code as well as a Strategic Committee. The Strategic Committee shall meet at least once a month in the first six months following the Effective Restructuring Date, then at least twice a month in the next six months and finally, every quarter after this first year. The Strategic Committee shall also meet at any time within five business days of a notice to meet sent by the Chief Executive Officer and/or at least two Directors.
In such instance, the General Meeting must approve the Chief Executive Officer and member of the Management appointment of six Directors (except for the employee Board, as deputy Chief Executive Officer. representative who shall be subsequently appointed Meanwhile, the Company has assigned an international in accordance with the applicable legal and statutory recruitment firm, the task of searching for future candidates provisions): who may be appointed to the Board of Directors, in particular • the current Chief Executive Officer (Caroline Parot); to replace the current independent Directors reappointed by the General Meeting, in accordance with the rules of • three independent members currently independent representation previously outlined and the applicable members of the Supervisory Board (including the current regulation. Chairman of the Supervisory Board, Jean-Paul Bailly, as well as Virginie Fauvel and Martin Gerow); Lastly, pursuant to the governance principles applicable in the context of the Safeguard Plan, the appointment of an • two non‑independent members proposed by Anchorage observer proposed by Anchorage Capital Group, L.L.C. must Capital Group, L.L.C (Monsieur Carl A. Leaver) and be approved by the General Meeting called to approve the Attestor Limited (Paul Copley). financial statements for the fiscal year ending December 31, At the Company’s first Board of Directors’ meeting, which 2020. It is stressed that the appointment of this observer is will be held on the Effective Restructuring Date, the Board aimed at ensuring that information provided to members of Directors will decide to separate the duties of Chairman of the Board of Directors is transmitted to an additional of the Board of Directors and Chief Executive Officer of the person for Anchorage Capital Group, L.L.C., which will Company and will appoint (i) Jean-Paul Bailly, currently become the largest shareholder after the completion of the Chairman of the Supervisory Board, as Chairman of the financial restructuring, but which cannot have more than Company’s, Board of Directors, (ii) Caroline Parot, currently one representative on the Board of Directors, due to the size Chairwoman of the Management Board, as Chief Executive of the Board of Directors, the representation requirements Officer of the Company, and (iii) Fabrizio Ruggiero, currently of the other members of the Cross-Holders Coordinating
18 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
Committee and the recommendations of the AFEP-MEDEF have enough consolidated net working capital to meet its Code. obligations for the next twelve months, which would affect its ability to continue as a going concern. As a result, the Group II) Conduct of the Company’s business could fall into receivership and/or be dismantled, if applicable, starting from January 1, 2020 through court‑ordered liquidation proceedings. If such For further information about the Company’s business proceedings were initiated, the Company’s shareholders and its financial condition since the beginning of the prior could lose their entire investment in the Company. fiscal year, shareholders may refer to the management IV) Independent expert opinion and prospectus report of the Company’s Management Board included in the Company’s Universal Registration Document, filed with The Company appointed on a voluntary basis, Finexsi, the AMF on May 6, 2020 under number D. 20‑0448 and its located 14 rue Bassano, 75116 Paris, and represented by amendment that will be filed on January 12, 2021 with the Olivier Peronnet, as independent expert, in accordance AMF as well as any other document that has been or will with Article 261‑3 of the French financial markets authority be published or distributed by the Company as ongoing General regulation, to give its opinion on the fairness of the and periodic information (in particular through the press terms and conditions of the Company’s restructuring as releases dated May 5, July 28, 2020 and October 26, 2020). set out in the Safeguard Plan from the viewpoint of current This information can be found on the Company’s website shareholders. The independent expert’s report will be on the “Press Releases” page (https://europcar-mobility- made available to shareholders and fully reproduced in the group.com/fr/communiques-de-presse) and “Financial prospectus relating to the Reserved Share Capital Increases Documentation” page for the Universal Registration and issuances of Penny Warrants, subject to approval by the Document and its amendment (https://europcar.gcs-web. French financial markets authority (”AMF“). com/fr/financial-documentation/registration-documents). Implementation by the Management Board of the delegations III) Structuring of Issues of authority that might be granted by the General Meeting and the completion of Issues are mainly subject to the AMF’s “Issues” refer to issues of Penny Warrants and share issues approval of the prospectuses for the Issues. The prospectus under the Rights Issue, the Reserved Share Capital Increase for the Reserved Share Capital Increases and for Penny #1, Reserved Share Capital Increase #2 and Reserved Share Warrant issues shall be made available to shareholders Capital Increase #3 (together the Reserved Share Capital before the General Meeting and the Prospectus for the Increase #1 and Reserved Capital Increase #2 the “Reserved Rights Issue shall be made available to shareholders after Capital Increases” ; together with the Rights Issue the “Share the General Meeting. Capital Increases.” 5 As a result, shareholders should read, as soon as they are Resolutions relating to Issues (namely the 3rd and available, each of the prospectus on the Issues in order 9th resolutions) form an indivisible whole and are inseparable to obtain more in‑depth information about the terms and and interdependent such that the rejection of any of these conditions of the Issues. resolutions would prevent the implementation of all other resolutions relating to Issues even if the latter are approved These prospectuses can be obtained free of charge from the by the General Meeting. headquarters of Europcar Mobility Group 13 ter boulevard Berthier, 75017 Paris, on the Company’s website (https:// It must be noted that were the General Meeting to reject investors.europcar-group.com/fr) and from the website of any of the resolutions required for the implementation of the the AMF (www.amf-france.org). Safeguard Plan, the Company believes the Group would not
On an ordinary basis
Ratification of the cooptation of approve the financial statements of the fiscal year ending Antonin Marcus as member of the on December 31, 2021. Supervisory Board (1st resolution) Pursuant to Article L. 225‑24, subparagraph 4 of the French The Supervisory Board meeting of August 28, 2020 decided Commercial Code, this appointment must be presented to to co‑opt Antonin Marcus to replace Eric Schaefer, who had the next General Meeting to be valid. Hence the proposal resigned, for the remaining duration of Mr. Schaefer’s term under this 1st resolution to ratify the cooptation of Antonin of office, i.e until the General Meeting to be held in 2022 to Marcus.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 19 Management Board’s report and text of the draft resolutions 5
On an extraordinary basis
Share capital decrease by reducing This decision may lead to the adjustment of the rights of the par value of each share and by beneficiaries of free share grants. allocating to a special unavailable reserve account and correlative amendment The Company’s articles of association will be amended to to Article 6 of the Company’s articles reflect the terms of this 2nd resolution, and the financial of association (2nd resolution) authorization caps granted to the Management Board by the 17th resolution adopted by the General Meeting of June 12, 2020 would be amended as follows: Explanatory statement • the maximum nominal amount of share capital increases Considering the current level of the stock market price, that may be realized pursuant to the 17th resolution the par value of the Company’s shares must be reduced (delegation of authority to the Management Board (currently fixed by the articles of association at €1) to a lower to increase the share capital through capitalization level (specifying that par value and stock market price are of reserves, profits or share, merger or contribution completely decorrelated and that the number of shares held premiums) approved by the General Meeting held on by shareholders remain unchanged) to be able to proceed June 12, 2020, is set at €5 million. with the Issues. Against the backdrop of the Covid‑19 pandemic, this share Text of the resolution capital decrease is driven by the prospect of potential future The General Meeting, deciding under the quorum and losses due to the temporary business downturn. majority required for Extraordinary General meetings, As a result of the foregoing, we propose, under the second having reviewed the Management Board’s report and the resolution, to proceed to a share capital decrease occasioned Statutory Auditors’ special report, pursuant to Articles by losses to be carried out by reducing the par value of L. 225‑204 et seq. of the French Commercial Code: shares from €1 to €0.01 in accordance with the provisions 1) Resolves to reduce the share capital by reducing the par of Article L. 225‑204 of the French Commercial Code. value of each share from €1 to €0.01. This share capital decrease would reduce share capital by 2) Resolves that the amount of €162,245,435.22, €163,884,278, bringing it down to €1,638,842.78, by allocating corresponding to the share capital reduction will be the amount of the capital decrease, i.e. €162,245,435.22, allocated to a special unavailable reserve account to a special unavailable reserve account known as “special entitled “special reserve resulting from the share capital reserve resulting from the share capital reduction decided reduction decided on January 20, 2021” and that the on January 20, 2021.” The funds appearing on that special funds appearing on that special reserve account shall reserve account shall remain unavailable and shall not be remain unavailable and shall not be used other than used other than for the purpose of setting off losses incurred for the purpose of setting off losses incurred by the by the Company. Company, and that the use of such funds for any other The capital decrease would have no impact for creditors and purpose will not be permitted except if all formalities shareholders because it will neither change the number of prescribed by applicable laws have been respected shares in share capital on the date of this decrease nor the (including, as the case may be, allowing the creditors value of the Company’s shareholders’ equity. of the Company to exercise, prior to any such use, their opposition rights as provided under Article L. 225‑205 of In accordance with the provisions of Article L. 225‑205 of the French Commercial Code). the French Commercial Code, the Company’s creditors (noteholders and non noteholders) shall not have the right 3) Notes that, as a consequence of the share capital to object to this capital decrease which is driven by the reduction contemplated in this resolution, the share Company’s potential future losses. If, however, the funds capital shall be reduced from €163,884,278 to appearing on this special reserve account were to be €,638,842.78, divided into 163,884,278 shares with a par used for any other purpose than those described above, value of €.01. the applicable legal formalities shall then apply (including, 4) Resolves to amend Article 6 of the Company’s articles of as appropriate, the right of the Company’s creditors association, titled “Share capital,” as follows: to object).
Articles of association of the Amendment presented to the shareholders at N° Company as on June 12, 2020 the General Meeting of January 20, 2021
Art. 6 The share capital is set at the amount of one The share capital is set at the amount of one million hundred and sixty‑three million eight hundred and six hundred and thirty‑eight thousand eight hundred eighty‑four thousand two hundred and seventy‑eight and forty‑two euros and seventy‑eight cents euros (€163,884,278). It is divided into one hundred (€1,638,842.78). It is divided into one hundred and and sixty‑three million eight hundred and eighty‑four sixty‑three million eight hundred and eighty‑four thousand two hundred and seventy‑eight thousand two hundred and seventy‑eight (163,884,278) ordinary shares having a par value of (163,884,278) shares having a par value of one cent one euro (€1) each, all of which are fully paid up. of euro (€0.01) each, all of which are fully paid up.
20 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
5) Resolves to amend as follows the 17th resolution approved Text of the resolution by the General Meeting held on June 12, 2020: The General Meeting, deciding under the quorum and • the maximum nominal amount of share capital majority required for extraordinary general meetings, having increases that may be realized pursuant to the reviewed the Management Board’s report, the auditors’ 17th resolution (delegation of authority to the special report and the independent expert’s report, after Management Board to increase the share capital having established that the share capital has been fully paid through capitalization of reserves, profits or share, up in accordance with the provisions of Articles L. 225‑129 to merger or contribution premiums) approved by L. 225‑129‑6, L. 225‑132, L. 225‑133 and L. 225‑134 of the French the General Meeting held on June 12, 2020, is set at Commercial Code, subject to the condition precedent of €5 million. the adoption of the 2nd to 9th resolutions presented at this meeting, specifying that these resolutions form with this 6) Acknowledges that the share capital reduction resolution an inseparable whole and are interdependent: contemplated in this resolution shall not give rise to an adjustment of the rights of beneficiaries of the 1) Delegates to the Management Board, with the authority Company’s free share grants. to sub‑delegate within the conditions provided for by applicable law and regulation, its authority to decide to 7) Gives full powers to the Management Board, with the increase the Company’s share capital, on one or several authority to sub‑delegate in accordance with applicable occasions, in France and abroad, at the time determined law, to take all necessary measures and conduct all by the Management Board, through the issuance of formalities required to carry out this share capital new ordinary shares, with shareholders’ preferential reduction.”. subscription right, under the terms of this resolution. Delegation of authority to be granted to 2) Resolves that the subscription price for the new shares the Management Board to decide on a issued pursuant to this resolution shall be equal to capital increase through a Rights Issue €0.19 per new share, i.e. a par value of €0.01 and a share with preferential subscription rights for premium of €0.18 per new share, considering the share existing shareholders (3rd resolution) capital reduction contemplated in the 2nd resolution. 3) Resolves that the total nominal amount of share capital Explanatory statement increase (excluding the share premium) that results The Safeguard Plan provides for a capital increase through from this resolution shall not exceed €2,768,960, a Rights Issue with preferential subscription rights for all of corresponding to the issuance of a maximum of 5 the Company’s existing shareholders (the “Rights Issue“). 276,896,000 new shares. The Safeguard Plan provides that if the subscriptions on 4) Resolves that the new shares so subscribed shall be fully an irreducible and reducible basis do not cover the total and exclusively paid up in cash upon subscription. amount of the share capital increase and in accordance with 5) Resolves that the new shares issued pursuant to this the possibility provided by Article L. 225‑134 of the French resolution shall immediately qualify for dividends as from Commercial Code, the Management Board shall allocate their issuance, and shall be fully fungible with existing the new unsubscribed shares among the members of the shares and subject to all of the provisions of the articles Cross-Holders Coordinating Committee pursuant to their of association and decisions of the General Meeting as commitments to backstop the capital increase which is the from that date. subject of this resolution. 6) Resolves that the shareholders shall have, proportionally Therefore, the aim of this resolution is to delegate to the to the number of existing shares which they hold, Management Board, for a period of 12 months starting from a preferential right to subscribe new shares issued the date of the General Meeting, the authority to proceed with pursuant to this resolution, specifying that, in the Rights Issue within the limits and conditions presented accordance with the provisions of Article L. 225‑210 of in the resolution below and in particular, within the limit of a the French Commercial Code, treasury shares held cap set at a nominal amount of €2,768,960, specifying that by the Company will not be taken into account for the this cap would be deducted from the overall cap provided purpose of determining the preferential subscription in the 11th resolution. rights attached to the other shares, and that a right to This authority would allow the Management Board to subscribe on a reducible basis to new shares shall be issue, on one or more occasions, a maximum number of instituted, which will be exercisable proportionally to the 276,896,000 new ordinary shares at a unit par value of €0.01. shareholders’ subscription rights and up to the amounts The new ordinary shares would be issued at a unit price of of their respective requests. €0.19, i.e., with a share premium of €0.18 per new ordinary 7) Resolves that, if the subscription on an irreducible and share, representing a share capital increase for a total reducible basis do not cover the total amount of the share maximum amount (share premium included) of €52,610,240. capital increase, and in accordance with the possibility The subscription price of the new shares under the Rights provided by Article L. 225‑134 of the French Commercial Issue, which corresponds to an 83% discount on the closing Code, the Management Board shall allocate the new price preceding the announcement of the market transaction, unsubscribed shares among (i) the members of the was determined in the Safeguard Plan negotiations. Cross-Holders Coordinating Committee in accordance with their respective commitments to backstop in cash the share capital increase which forms the subject matter of this resolution and (ii) those holders of 2024 Senior Notes and 2026 Senior Notes who will also have committed, during the Backstop Commitment Period opened on December 7, 2020 and which expired on
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 21 Management Board’s report and text of the draft resolutions 5
December 18, 2020, to backstop the New Money in Equity • Marathon Asset Management, L.P., a Delaware limited referred to in the 3rd and 4th resolutions of this meeting, partnership with registration number 3704928, the €225 million Fleet Financing New Money and the RCF having its registered head office at One Bryant Refinancing ((i) and (ii) being defined together as the Park, 38th Floor, New York, NY 10036, USA, acting for “Guarantor Noteholders”), in accordance with the terms the account of one or more funds managed and/or of the Lock-Up Agreement executed by the Company advised by Marathon Asset Management, L.P. on November 25, 2020 (as amended on December 6, (the “Cross-Holders Coordinating Committee”). 2020), specifying that the Cross-Holders Coordinating Committee refers to the Group of holders of each of the 8) Gives full powers to the Management Board to implement series of senior notes issued by the Company having an this delegation, with the authority to sub‑delegate in aggregate principal amount of €600,000,000 bearing accordance with applicable law and regulations, within interest at 4.125% and maturing in 2024 (the “2024 Senior the limits and under the conditions specified above, Notes”), senior notes issued by the Company having an to the effect, without this being restrictive, of: aggregate principal amount of €450,000,000 bearing a) determining that the aforementioned conditions interest at 4.000% and maturing in 2026 (the “2026 precedent have been satisfied; Senior Notes” and together with the 2024 Senior Notes, the “Senior Notes”) and secured senior notes having an b) deciding to implement this resolution (which may aggregate principal amount of €500 million bearing only be implemented if the delegations of authority interest at 2.375% and maturing in 2022 issued by EC granted to the Management Board pursuant to Finance plc and guaranteed by Europcar Mobility Group the 3rd to 9th resolutions are implemented), or to (the»EC Finance plc’s Senior Secured Notes”), and who postpone its implementation; also own interests in the revolving credit facility named c) deciding and carrying out the capital increase, “Revolving Facility Agreement,” entered into by the which is the subject of this resolution, and record the Company on July 13, 2017 and last amended on April 30, issuance of the new ordinary shares; 2020, for an aggregate principal amount of €670 million, and maturing on June 9, 2023 (the “RCF”) and in the d) determining, within the limits set forth above, the final €50 million term loan facility entered into with Credit amount of the share capital increase contemplated Suisse International on December 27, 2019 (the “CS by this resolution, along with the maximum number Loan”). The Cross-Holders Coordinating Committee of new ordinary shares to be issued; comprises the following entities: e) determining all terms and conditions of the issuance • Anchorage Capital Group L.L.C., a Delaware limited of the new shares; private company with registration number 29746446, f) determining the opening and closing dates of the having its registered head office at 610 Broadway, subscription period; New York, NY 10012, USA, as a fund manager acting for and on behalf of certain funds and affiliates g) determining the number of preferential subscription managed or advised by it; rights which will be allocated to shareholders of the Company with regard to the number of existing • Attestor Limited, a private limited company registered Company shares which will be booked in the in England and Wales under number 12080120, having shareholders’ respective securities accounts as at its registered office at 7 Seymour Street, London W1H the end of the accounting day preceding the opening 7JW, UK, acting as manager of funds and accounts date of the subscription period; managed or advised by it or its affiliates; h) receiving the subscriptions for the new ordinary • Diameter Capital Partners LP, a Delaware limited shares from the Company’s shareholders which partnership with registration number 5182092, must be paid up exclusively in cash (including having its registered head office at 24 W 40th Street, for subscriptions resulting from the guarantee 5th Floor, New York, NY 10018, USA, acting as asset commitment taken by the Guarantor Noteholders); manager in the name and for the account of one or more investment funds; i) making any adjustments to take into account the impact of transactions on the Company’s share • King Street Capital Management, L.P., a Delaware capital, set the terms and conditions according to limited partnership with registration number 3758391, which the rights of holders of securities that give or having its registered head office at 299 Park Avenue, may give access to the Company’s capital will be 40th Floor, New York, NY 10171, USA, acting for itself preserved, as the case may be; and for the account of funds managed by King Street Capital Management, L.P.; and j) as the case may be, allocating the unsubscribed new shares in accordance with the terms and conditions set forth in this resolution; k) closing the subscription period, as the case may be in advance, or extend its duration; l) recording that all new ordinary shares issued have been fully paid up and, accordingly, that the resulting share capital increase has been finally completed;
22 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
m) completing the registration and filing formalities Delegation of authority to be granted required by the completion of the share capital to the Management Board to decide on increase resulting from the issuance of new ordinary a capital increase in cash through the shares and amending the Company’s articles of issuance of new ordinary shares of the association accordingly; Company, with waiver of the preferential subscription right, in favor of the Noteholders n) entering into any agreement required to complete having executed or acceded to the terms the issuance contemplated by this resolution; of the Lock-Up Agreement executed by o) as the case may be, charging the fees related to the Company on November 25, 2020 (as the share capital increase to the amount of share amended on December 6, 2020), including premiums pertaining to this share capital increase the Guarantor Noteholders such holders and deducting from this amount the sums required constituting a category of persons meeting to raise the legal capital reserve; specific characteristics (4th resolution). p) arranging for the new ordinary shares to be admitted Explanatory statement to trading on the regulated market of Euronext Paris (“Euronext Paris”); The Safeguard Plan provides for a capital increase through the issue of new ordinary shares with waiver of preferential q) doing all that is necessary or useful to complete subscription rights in favor of Noteholders who signed or the share capital increase contemplated by this acceded to the terms of the lock‑up agreement executed resolution, the issuance and the admission to trading by the Company on November 25, 2020 (as amended on of the new ordinary shares issued pursuant to this December 6, 2020), and including the Guarantor Noteholders delegation; and (the “Reserved Capital Increase #1“). r) completing all related formalities. Therefore, the aim of this resolution is to delegate to the 9) Acknowledges that, should the Management Board Management Board, for a period of 12 months starting from make use of the delegation of authority granted to it in the date of the General Meeting, the authority to proceed this resolution, it will report to the next Ordinary General with the Reserved Capital Increase #1 within the limits and Meeting, in accordance with the law and regulations, conditions detailed in the resolution below and in particular, on the use made of the authorization granted under this within the limit of a threshold set at a nominal amount of resolution. €11,052,640, specifying that this threshold shall be applied to the overall threshold for the authorizations of issuance 5 10) Resolves that this authorization is granted for a period of under the 11th resolution. twelve (12) months from the date of this meeting; This authority would allow the Management Board to issue a 11) This resolution shall be implemented only after, and maximum number of 1,105,264,000 new ordinary shares at a subject to, the prior completion of the share capital unit par value of €0.01. The new ordinary shares will be issued reduction contemplated in the 2nd resolution. The at a unit price of €0.19, i.e., with a share premium of €0.18 per thresholds on the share capital increase set in this new ordinary share, representing a share capital increase resolution have been determined after taking into for a total maximum amount (share premium included) account the effect of the aforementioned share capital of €210,000,160. reduction and are independent of the thresholds considered in the other resolutions submitted to this The subscription price for the new shares under the Reserved General Meeting, specifying that the thresholds on share Capital Increase #1, corresponding to an 83% discount on capital increase provided for in this resolution shall be the closing price preceding the announcement of the market applied to the overall threshold for the authorizations of transaction, was determined during the negotiations of the issuance under the 11th resolution. Safeguard Plan. To the extent required, it is specified that this delegation of Text of the resolution authority overrides the delegation of authority given to the Management Board by the mixed General Meeting held on The General Meeting, deciding under the quorum and June 12, 2020 in its 18th resolution.”. majority required for Extraordinary General meetings, having reviewed the report of the Management Board, the special report of the Statutory Auditors and the report of the independent expert, after having established that the share capital has been fully paid up in accordance with the provisions of Articles L. 225‑129 to L. 225‑129‑6, L. 225‑135 and L. 225‑138 of the French Commercial Code, and subject to the condition precedent of the adoption of the 2nd to 9th resolutions submitted to this meeting, specifying that these resolutions form with this resolution an inseparable whole and are interdependent: 1) Delegates to the Management Board, with the authority to sub‑delegate within the conditions provided for by applicable law and regulation, its authority to decide to increase the Company’s share capital, on one or several occasions, in France and abroad, at the time determined by the Management Board, through the issuance of new ordinary shares, with waiver of shareholders’ preferential subscription right, under the terms of this resolution.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 23 Management Board’s report and text of the draft resolutions 5
2) Resolves that the subscription price for the new shares h) receiving the subscriptions for the new shares from issued pursuant to this resolution shall be equal to the Participating Noteholders and record these €0.19 per new share, i.e. a par value of €0.01 and a share subscriptions which must be paid up exclusively premium of €0.18 per new share, considering the share in cash (including for subscriptions resulting from capital reduction contemplated in the 2nd resolution. the backstop commitment made by the Guarantor Noteholders); 3) Resolves that the total nominal amount of share capital increase (excluding the share premium) resulting from this i) as the case may be, making any adjustments to resolution shall not exceed €11,052,640, corresponding to take into account the impact of transactions on the issuance of a maximum of 1,105,264,000 new shares. the Company’s share capital, set the terms and conditions according to which the rights of holders 4) Resolves that the new shares so subscribed shall be fully of securities that give or may give access to the and exclusively paid up in cash upon subscription. Company’s capital will be preserved, as the case 5) Resolves to waive the shareholders’ preferential may be; subscription right to subscribe for the new shares and j) as the case may be, allocating the unsubscribed to reserve the subscription of the new shares issued shares in accordance with the terms and conditions pursuant to this resolution for the exclusive benefit of the set forth in this resolution; holders of Notes having executed or acceded to the terms of the Lock-Up agreement executed by the Company on k) closing the subscription period, as the case may be November 25, 2020 (as amended on December 6, 2020), in advance, or extend its duration; including the Guarantor Noteholders (the “Participating l) recording that all ordinary shares issued have been Noteholders”) specifying that these Participating fully paid up and, accordingly, that the resulting share Noteholders constitute a category of persons meeting capital increase has been finally completed; specific characteristics within the meaning of Article L. 225‑138 of the French Commercial Code. m) completing the registration and filing formalities required by the completion of the share capital 6) Resolves that the new shares issued pursuant to this increase resulting from the issuance of new ordinary resolution shall immediately qualify for dividends as from shares and amending the Company’s articles of their issuance, and shall be fully fungible with existing association accordingly; shares and subject to all of the provisions of the articles of association and decisions of the General Meeting as n) entering into any agreement required to complete from that date. the issuance contemplated by this resolution; 7) Gives full powers to the Management Board to implement o) charging the fees related to the share capital this delegation, with the authority to sub‑delegate in increase to the amount of share premiums pertaining accordance with applicable law and regulations, within to this share capital increase and deducting from this the limits and under the conditions specified above, amount the sums required to raise the legal capital to the effect, without this being restrictive, of: reserve; a) determining that the aforementioned conditions p) arranging for the new ordinary shares to be admitted precedent have been satisfied; to trading on Euronext Paris; b) deciding to implement this resolution (which may q) doing all that is necessary or useful to complete only be implemented if the delegations of authority the share capital increase contemplated by this granted to the Management Board pursuant to resolution, and to the admission to trading of the new the 3rd to 9th resolutions are implemented), or to ordinary shares; and postpone its implementation; r) completing all related formalities; c) deciding and carrying out the capital increase, 8) Acknowledges that, should the Management Board which is the subject of this resolution, and record the make use of the delegation of authority granted to it in issuance of the new ordinary shares; this resolution, it will report to the next Ordinary General d) determining, within the limits set forth above, the final Meeting, in accordance with the law and regulations, amount of the share capital increase contemplated on the use made of the authorization granted under this by this resolution, along with the maximum number resolution. of new ordinary shares to be issued; 9) Resolves that this authorization is granted for a period of e) establishing the list of beneficiaries within the twelve (12) months from the date of this meeting. category set forth in paragraph 5 above and the final 10) This resolution shall be implemented only after, and number of ordinary shares to be subscribed for by subject to, the prior completion of the share capital each of them within the limit of the maximum number reduction contemplated in the 2nd resolution. The of new ordinary shares to be issued set forth above; thresholds on the share capital increase set in this f) determining all terms and conditions of the issuance resolution have been determined after taking into of the new shares; account the effect of the aforementioned share capital reduction and are independent of the thresholds g) determining the opening and closing dates of the considered in the other resolutions submitted to this subscription period; General Meeting, specifying that the thresholds on share capital increase provided for in this resolution shall be applied to the overall threshold for the authorizations of issuance under the 11th resolution.”.
24 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
Delegation of authority to be granted to 2) Resolves that the subscription price for the new shares the Management Board to decide on a issued pursuant to this resolution shall be equal to capital increase in cash to be paid up by 0.38 euro per new share, i.e. a nominal value of 0.01 euro way of set‑off against liquid, certain and and a share premium of 0.37 euro per new share, due debts through the issuance of new considering the share capital reduction contemplated ordinary shares of the Company, with waiver in the 2nd resolution. of the preferential subscription right, in favor of the Noteholders, such Noteholders 3) Resolves that the total nominal amount of share capital constituting a category of persons meeting increase (excluding the share premium) resulting specific characteristic (5th resolution) from this resolution shall not exceed 29 923 110 euros, corresponding to the issuance of a maximum of The Safeguard Plan provides for a capital increase through 2 992 311 000 new shares. the issue of new ordinary shares with waiver of preferential 4) Resolves that the issued new shares shall be paid up by subscription rights in favor of Noteholders to be subscribed set‑off of debts against the Company that are certain, by off‑setting the receivables held by the Company’s of a fixed amount and due and that the new shares shall Noteholders (the “Reserved Capital Increase #2“). be fully paid up upon subscription. The Safeguard Plan provides for the full equitization of the 5) Resolves to waive the shareholders’ preferential principal amount, plus accrued and unpaid interest of the subscription right to subscribe for the new shares and Notes under the Reserved Share Capital Increase #2. to reserve the subscription of the new shares issued Therefore, the aim of this resolution is to delegate to the pursuant to this resolution for the exclusive benefit of the Management Board, for a period of 12 months starting from noteholders (the “Noteholders”), it being specified that the date of the General Meeting, the authority to proceed (i) such Noteholders constitute a category of persons with the Reserved Capital Increase #2 within the limits and meeting specific characteristics within the meaning of conditions detailed in the resolution below and in particular, Article L. 225‑138 of the French Commercial Code and within the limit of a threshold set at a nominal amount of (ii) each will release their subscription using a portion of €29,923,110, specifying that this threshold shall be applied to debts they hold against the Company that are certain, the overall threshold provided in the 11th resolution. of a fixed amount and due in respect of the Notes. This delegation would authorize the Management Board 6) Resolves that the new shares issued pursuant to this to issue a maximum nominal number of 2,992,311,000 new resolution shall immediately qualify for dividends as from ordinary shares with a par value of €0.01 each. The new their issuance, and shall be fully fungible with existing 5 ordinary shares will be issued at a unit price of €0.38, i.e. shares and subject to all of the provisions of the articles with a share premium of €0.37 per new ordinary share, which of association and decisions of the General Meeting as represents an increase in share capital of a total maximum from that date. amount (including the share premium) of €1,137,078,180. 7) Gives full powers to the Management Board to implement The subscription price of new shares under the Reserved this delegation, with the authority to sub‑delegate in Capital Increase #2, which corresponds to a 67% discount accordance with applicable law and regulations, within on the closing price preceding the announcement of the limits and under the conditions specified above, the transaction to the market, was determined in the to the effect, without this being restrictive, of: negotiations of the Safeguard Plan. a) determining that the aforementioned conditions precedent have been satisfied; Text of resolution b) deciding to implement this resolution (which may “The General Meeting, deciding under the quorum and only be implemented if the delegations of authority majority required for extraordinary general meetings, granted to the Management Board pursuant to having reviewed the report of the Management Board, the 3rd to 9th resolutions are implemented), or to the special report of the Statutory Auditors and the report postpone its implementation; of the independent expert, after having established that the share capital has been fully paid up in accordance c) deciding and carrying out the capital increase, with the provisions of Articles L. 225‑129 to L. 225‑129‑6, which is the subject of this resolution, and record the L. 225‑135 and L. 225‑138 of the French Commercial Code, issuance of the new ordinary shares; and subject to the condition precedent of the adoption of d) determining, within the limits set forth above, the final the 2nd to 9th resolutions submitted to this meeting, it being amount of the share capital increase contemplated specified that these resolutions form with this resolution an by this resolution, along with the maximum number indissoluble whole and are interdependent: of new ordinary shares to be issued; 1) Delegates to the Management Board, with the authority e) establishing the list of beneficiaries within the to sub‑delegate within the conditions provided for by category set forth in paragraph 5 above and the final applicable law and regulation, its authority to decide to number of ordinary shares to be subscribed for by increase the Company’s share capital, on one or several each of them within the limit of the maximum number occasions, in France and abroad, at the time determined of new shares to be issued set forth above; by the Management Board, through the issuance of new ordinary shares, with waiver of the preferential subscription right, under the terms of this resolution.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 25 Management Board’s report and text of the draft resolutions 5
f) preparing a statement of debts in accordance with the share capital increase set in this resolution have Article R. 225‑134 of the French Commercial Code; been determined after taking into account the effect of the aforementioned share capital reduction and are g) obtaining from the Statutory Auditors a report independent of the thresholds considered in the other certifying the accuracy of the statement of debts resolutions submitted to this General Meeting, it being prepared by the Management Board, in accordance specified that the thresholds on share capital increase with Article R. 225‑134 of the French Commercial provided for in this resolution shall be applied to the Code; overall threshold for the authorizations of issuance under h) determining all terms and conditions of the issuance the 11th resolution. “ of the new shares; Delegation of authority to be granted to i) determining the opening and closing dates of the the Management Board to decide on a subscription period; capital increase in cash to be paid up by j) receiving the subscriptions for the new ordinary way of set‑off against liquid, certain and shares from the Noteholders and record the set‑off of due debts through the issuance of new these subscriptions which must be paid up exclusively ordinary shares of the Company, with receiving the subscriptions for the new shares from waiver of the preferential subscription right, the final beneficiaries and record the set‑off of these in favor of the CS Lenders, such lenders subscriptions exclusively with debts against the constituting a category of persons meeting Company that are certain, of a fixed amount and due; specific characteristics (6th resolution) k) closing the subscription period, as the case may be The Safeguard Plan provides for a capital increase in advance, or extend its duration; through the issuance of new ordinary shares with waiver of preferential subscription rights of shareholders in favor of l) recording that all ordinary shares issued have been the CS Lenders, to be subscribed by offsetting claims held fully paid up and, accordingly, that the resulting share by the CS Lenders against the Company under the term capital increase has been finally completed; loan agreement in the amount of €50 million entered into m) as the case may be, making any adjustments to with Crédit Suisse International on 27 December 2019 (the take into account the impact of transactions on “Reserved Capital Increase #3”). the Company’s share capital, set the terms and The Safeguard Plan provides that the principal amount and conditions according to which the rights of holders accrued and unpaid interest of the claims held by the CS of securities that give or may give access to the Lenders against the Company under the €50 million term Company’s capital will be preserved, as the case loan agreement entered into with Crédit Suisse International may be; on December 27, 2019 will be converted into new shares of n) completing the registration and filing formalities the Company to be issued in connection with the Reserved required by the completion of the share capital Capital Increase #3. increase resulting from the issuance of new ordinary Consequently, the purpose of this resolution is to delegate shares and amending the Company’s articles of to the Management Board, for a 12‑month period starting association accordingly; from the date of the General Meeting, the authority to o) entering into any agreement required to complete proceed with the Reserved Capital Increase #3 within the the issuance contemplated by this resolution; limits and conditions specified in the resolution below and in particular within the limit of a ceiling set at a nominal p) charging the fees related to the share capital amount of €1,392,080, on the understanding that this ceiling increase to the amount of share premiums pertaining will be deducted from the overall ceiling provided for in the to this share capital increase and deducting from this 11th resolution. amount the sums required to raise the legal capital reserve; This delegation would authorize the Management Board to issue a maximum nominal number of 139,208,000 new q) arranging for the new ordinary shares to be admitted ordinary shares with a par value of €0.01 each. The new to trading on Euronext Paris; ordinary shares will be issued at a unit price of €0.38, with a r) doing all that is necessary or useful to complete share premium of €0.37 per new ordinary share, representing the share capital increase contemplated by this a capital increase of a total maximum amount (including resolution, and to the admission to trading of the new share premium) of €52,899,040. ordinary shares; and The subscription price of new shares under the Reserved s) completing all related formalities; Capital Increase #3, which corresponds to a 67% discount on the closing price preceding the announcement of 8) Acknowledges that, should the Management Board the transaction to the market, was determined in the make use of the delegation of authority granted to it in negotiations of the Safeguard Plan. this resolution, it will report to the next Ordinary General Meeting, in accordance with the law and regulations, Text of resolution on the use made of the authorization granted under this resolution. “The General Meeting, deciding under the quorum and majority required for extraordinary general meetings, 9) Resolves that this authorization is granted for a period of having reviewed the report of the Management Board, twelve (12) months from the date of this meeting. the special report of the Statutory Auditors and the report 10) This resolution shall be implemented only after, and subject of the independent expert, after having established that to, the prior completion of the share capital reduction the share capital has been fully paid up in accordance contemplated in the 2nd resolution. The thresholds on with the provisions of Articles L. 225‑129 to L. 225‑129‑6,
26 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
L. 225‑135 and L. 225‑138 of the French Commercial Code, d) determining, within the limits set forth above, the final and subject to the condition precedent of the adoption of amount of the share capital increase contemplated the 3rd to 9th resolutions submitted to this meeting, it being by this resolution, along with the maximum number specified that these resolutions form with this resolution an of new ordinary shares to be issued; indissoluble whole and are interdependent: e) establishing the list of beneficiaries within the 1) Delegates to the Management Board, with the authority category set forth in paragraph 5 above and the final to sub‑delegate within the conditions provided for by number of ordinary shares to be subscribed for by applicable law and regulation, its authority to decide to each of them within the limit of the maximum number increase the Company’s share capital, on one or several of new shares to be issued set forth above; occasions, in France and abroad, at the time determined f) preparing a statement of debts in accordance with by the Management Board, through the issuance of Article R. 225‑134 of the French Commercial Code; new ordinary shares, with waiver of the preferential subscription right, under the terms of this resolution. g) obtaining from the Statutory Auditors a report certifying the accuracy of the statement of debts 2) Resolves that the subscription price for the new shares prepared by the Management Board, in accordance issued pursuant to this resolution shall be equal to with Article R. 225‑134 of the French Commercial 0.38 euro per new share, i.e. a nominal value of 0.01 euro Code; and a share premium of 0.37 euro per new share, considering the share capital reduction contemplated h) determining all terms and conditions of the issuance in the 2nd resolution. of the new shares; 3) Resolves that the total nominal amount of share capital i) determining the opening and closing dates of the increase (excluding the share premium) resulting subscription period; from this resolution shall not exceed 1 392 080 euros, j) receiving the subscriptions for the new ordinary corresponding to the issuance of a maximum of shares from the CS Lenders and record the set‑off of 139 208 000 new shares. these subscriptions which must be paid up exclusively 4) Resolves that the issued new shares shall be paid up by receiving the subscriptions for the new shares from set‑off of debts against the Company that are certain, the final beneficiaries and record the set‑off of these of a fixed amount and due and that the new shares shall subscriptions exclusively with debts against the be fully paid up upon subscription. Company that are certain, of a fixed amount and due; 5 5) Resolves to waive the shareholders’ preferential k) closing the subscription period, as the case may be, subscription right to subscribe for the new shares and in advance, or extend its duration; to reserve the subscription of the new shares issued l) recording that all ordinary shares issued have been pursuant to this resolution for the exclusive benefit of the fully paid up and, accordingly, that the resulting share creditors holding debts against the Company under the capital increase has been finally completed; CS Loan (the “CS Lenders”), it being specified (i) those CS Lenders constitute a category of persons meeting m) as the case may be, making any adjustments to specific characteristics within the meaning of Article take into account the impact of transactions on L. 225‑138 of the French Commercial Code and (ii) each the Company’s share capital, set the terms and will release their subscription using a portion of debts conditions according to which the rights of holders they hold against the Company that are certain, of a of securities that give or may give access to the fixed amount and due in respect of the CS Loan. Company’s capital will be preserved, as the case may be; 6) Resolves that the new ordinary shares issued pursuant to this resolution shall immediately qualify for dividends n) completing the registration and filing formalities as from their issuance, and shall be fully fungible with required by the completion of the share capital existing shares and subject to all of the provisions of increase resulting from the issuance of new ordinary the articles of association and decisions of the General shares and amending the Company’s articles of Meeting as from that date. association accordingly; 7) Gives full powers to the Management Board to implement o) entering into any agreement required to complete this delegation, with the authority to sub‑delegate in the issuance contemplated by this resolution; accordance with applicable law and regulations, within p) charging the fees related to the share capital the limits and under the conditions specified above, increase to the amount of share premiums pertaining to the effect, without this being restrictive, of: to this share capital increase and deducting from this a) determining that the aforementioned conditions amount the sums required to raise the legal capital precedent have been satisfied; reserve; b) deciding to implement this resolution (which may q) arranging for the new ordinary shares to be admitted only be implemented if the delegations of authority to trading on Euronext Paris; granted to the Management Board pursuant to r) doing all that is necessary or useful to complete the 3rd to 9th resolutions are implemented), or to the share capital increase contemplated by this postpone its implementation; resolution, and to the admission to trading of the new c) deciding and carrying out the capital increase, ordinary shares; and which is the subject of this resolution, and record the s) completing all related formalities; issuance of the new ordinary shares; 8) Acknowledges that, should the Management Board make use of the delegation of authority granted to it in
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 27 Management Board’s report and text of the draft resolutions 5
this resolution, it will report to the next Ordinary General meeting, it being specified that these resolutions form with Meeting, in accordance with the law and regulations, this resolution an indissoluble whole and are interdependent: on the use made of the authorization granted under this 1) Delegates to the Management Board, with the authority resolution. to sub‑delegate within the conditions provided for by 9) Resolves that this authorization is granted for a period of applicable law and regulation, its authority to proceed, twelve (12) months from the date of this meeting; on one or several occasions, in France and abroad, at the time determined by the Management Board, to the 10) This resolution shall be implemented only after, and subject issuance and allocation of free warrants (the “Guarantee to, the prior completion of the share capital reduction Warrants”), with waiver of the shareholders’ preferential contemplated in the 2nd resolution. The thresholds on subscription right, under the terms of this resolution. the share capital increase set in this resolution have been determined after taking into account the effect 2) Resolves that the Guarantee Warrants will be allocated of the aforementioned share capital reduction and are free of charge to the benefit of the Guarantor Noteholders, independent of the thresholds considered in the other it being specified that those persons constitute a resolutions submitted to this General Meeting, it being category of persons meeting specified characteristics specified that the thresholds on share capital increase within the meaning of Article L. 225‑138 of the French provided for in this resolution shall be applied to the Commercial Code. overall threshold for the authorizations of issuance under 3) Resolves that the aggregate number of shares that the 11th resolution. “ all the Guarantee Warrants issued pursuant to this Delegation of authority to be granted resolution will give the right to subscribe shall not to the Management Board to decide exceed a number of shares representing 8% of the total the issuance and the allocation of free outstanding number of shares, after dilution resulting warrants with waiver of the shareholders’ from (i) the implementation of the 2nd, 3rd, 4th, 5th and preferential subscription right, in favor 6th resolutions and (ii) the exercise of the Guarantee of Guarantor Noteholders, such persons Warrants, Coordination Warrants and Participation forming a category of persons meeting Warrants. specified characteristics (7th resolution) 4) Resolves that in the event that the total number of Guarantee Warrants to be issued to a beneficiary Explanatory statement does not correspond to a whole number of Guarantee Warrants, the whole number of Guarantee Warrants The Safeguard Plan provides that the Guarantee Warrants immediately below will be allocated to that beneficiary. shall be issued and allocated free of charge to the Guarantor Noteholders. 5) Resolves that one (1) Guarantee Warrant shall give right to subscribe for one (1) new ordinary share, each of 0.01 euro Consequently, the purpose of this resolution is to delegate to of nominal value after taking into account the share the Management Board, for a 12‑month period starting from capital reduction contemplated in the 2nd resolution, the date of the General Meeting, the authority to proceed on at a price of 0.01 euro per share excluding share premium one or more occasions, with the issuance and allocation of (without prejudice to any subsequent adjustments as free warrants with waiver of preferential subscription rights may be required by law and regulations and, where in favor of Guarantor Noteholders of Guarantee Warrants applicable, the contractual provisions of Guarantee entitling them to subscribe to a maximum total number of Warrants), the beneficiaries being responsible for 421,192,000 new shares, i.e. approximately 8% of the share resolving any matters of fractional shares. capital after completion of the Capital Increases and the exercise of all the Warrants. 6) Resolves that the total nominal amount of the share capital increase (excluding the share premium) resulting It is specified in this regard that the issue and free allocation of from the exercise of the Guarantee Warrants that may the Warrants in favor of the Guarantor Noteholders is made be issued pursuant to this resolution shall not exceed to a category of persons meeting specific characteristics 4 211 920 euros, it being specified that this amount shall within the meaning of Article L. 225‑138 of the French be applied to the overall threshold for the authorizations Commercial Code. of issuance under the 11th resolution. This amount shall One (1) Guarantee Warrant will give the right to subscribe, for be increased, if necessary, by the nominal value of a period of six months from the Effective Restructuring Date, shares that must be issued to preserve, as required by for one (1) new ordinary share with a par value of €0.01 each, law, regulations and, as the case may be, the applicable at a price of €0.01 per share without share premium. contractual provisions, the rights of holders of securities giving access to the share capital of the Company, and Text of resolution the maximum number of new shares shall be increased accordingly; it is specified that the rights of holders of “The General Meeting, deciding under the quorum and Guarantee Warrants shall not be adjusted as a result of majority required for extraordinary general meetings, the completion of the transactions contemplated in the having reviewed the report of the Management Board, the 3rd to 9th resolutions. special report of the Statutory Auditors and the report of the independent expert, after having established that the 7) Resolves that it results from the foregoing that the share capital has been fully paid up in accordance with the aggregate number of Guarantee Warrants shall provisions of Articles L. 225‑129 to L. 225- 129‑6, L. 225‑135, therefore not exceed 421 192 000; L. 225‑138 and L. 228‑91 et seq. of the French Commercial 8) Resolves that the Guarantee Warrants may be exercised Code, and subject to the condition precedent of the at any time during a period of six (6) months from the adoption of the 2nd to 9th resolutions submitted to this date on which all the conditions relating to the effective completion of the draft accelerated financial safeguard
28 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
plan to be examined by the Paris Commercial Court on Warrants (including the conditions applicable to the January 25, 2021, according to the indicative timetable adjustment of the Guarantee Warrants in the event of (the “Safeguard Plan“) will have been satisfied or transactions affecting the Company’s share capital); waived, including the completion of all steps necessary e) entering into any agreement required to complete to complete the restructuring, and in particular all the the issuance contemplated by this resolution; issuance of debt securities and securities provided for therein, regardless of whether the deadlines for recourse f) completing the registration and filing formalities have not expired, as such date will have been noted by required by the issuance of the Guarantee Warrants; the Management Board (the “Restructuring Effective g) recording the capital increases resulting from the Date“), the Guarantee Warrants which are not exercised exercise of the Guarantee Warrants; within that period shall lapse and thus lose all value and all rights attached thereto, subject to the extension cases h) arranging for the Guarantee Warrants to be eligible referred to below. for trading through Euroclear France and determining whether they may be or not admitted to trading on 9) Resolves that, in the event of a share capital increase, the regulated market of Euronext Paris, and do all acquisition, merger, spinoff or issuance of new shares that is necessary in this respect; or securities giving access to the share capital, or of other financial transactions entailing a preferential i) arranging for the new shares resulting from the subscription right or reserving a priority subscription exercise of those Guarantee Warrants to be admitted period in favor of the Company’s shareholders, the to trading on the regulated market of Euronext Paris; Company shall have the right to suspend the exercise j) doing all that is necessary to complete the share of the Guarantee Warrants for a period not to exceed capital increases resulting from the exercise of the three (3) months, or of such other period as may be Guarantee Warrants (including by receiving payment determined by applicable regulations, in which case for the subscription of the new Company shares the exercise period of the Guarantee Warrants shall be resulting from the exercise of Guarantee Warrants); extended accordingly. k) amending the Company’s articles of association 10) Resolves that the shares issued as a result of the exercise accordingly; of Guarantee Warrants shall be fully paid up upon subscription in cash. l) making any adjustments to take into account the impact of transactions on the Company’s share 11) Acknowledges, in accordance with Article capital, set the terms and conditions according to 5 L. 225‑132 paragraph 6 of the French Commercial Code, which the rights of holders of securities that give or that the decision to issue the Guarantee Warrants entails may give access to the Company’s share capital will the waiver by the shareholders of their preferential be preserved, as the case may be; subscription rights to subscribe to shares to which those Guarantee Warrants give right. m) making all required adjustments, in accordance with the law and regulations and, where applicable, the 12) Resolves that the shares issued as a result of the exercise contractual provisions of the Guarantee Warrants of the Guarantee Warrants shall qualify for dividends providing for other adjustment cases; from their issue and shall be fully fungible with existing shares and subject to all of the provisions of the articles n) doing all that is necessary or useful to complete of association and decisions of the General Meeting from the share capital increase contemplated by this this date. resolution, and the listing and servicing of the securities issued pursuant to this resolution, as well 13) Resolves that the Guarantee Warrants shall be freely as the exercise of the rights attached thereto; and tradeable and shall be eligible for trading through Euroclear France. o) completing all related formalities. 14) Gives full powers to the Management Board to implement 15) Acknowledges that, should the Management Board this delegation, with the authority to sub‑delegate in make use of the delegation of authority granted to it in accordance with applicable law and regulations, within this resolution, it will report to the next Ordinary General the limits and under the conditions specified above, Meeting, in accordance with the law and regulations, to the effect, without this being restrictive, of: on the use made of the authorization granted under this resolution. a) determining that the aforementioned conditions precedent have been satisfied; 16) Resolves that this authorization is granted for a period of twelve (12) months from the date of this meeting. b) deciding to implement this resolution (which may only be implemented if the delegations of authority 17) This resolution shall be implemented only after, and subject granted to the Management Board pursuant to to, the prior completion of the share capital reduction the 3rd to 9th resolutions are implemented), or to contemplated in the 2nd resolution. The thresholds on postpone its implementation; the share capital increase set in this resolution have been determined after taking into account the effect c) establishing the list of beneficiaries within the of the aforementioned share capital reduction and are category set forth in paragraph 2 above and the independent of the thresholds considered in the other final number of Guarantee Warrants to be issued resolutions submitted to this General Meeting, it being allocated to each, and determine the final amount specified that the thresholds on share capital increase of the resulting capital increase; provided for in this resolution shall be applied to the d) determining all terms and conditions of the overall threshold for the authorizations of issuance under issuance of the Guarantee Warrants as well as the 11th resolution. “ the characteristics and terms of the Guarantee
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 29 Management Board’s report and text of the draft resolutions 5
Delegation of authority to be granted 3) Resolves that the aggregate number of shares that to the Management Board to decide all the Coordination Warrants issued pursuant to the issuance and the allocation of free this resolution will give the right to subscribe shall not warrants with waiver of the shareholders’ exceed a number of shares representing 1.5% of the total preferential subscription right, in favor of outstanding number of shares, after dilution resulting Cross-Holders Noteholders’ Coordination from (i) the implementation of the 2nd, 3rd, 4th, 5th and Committee members, such persons 6th resolutions and (ii) the exercise of the Guarantee forming a category of persons meeting Warrants, Coordination Warrants and Participation specified characteristics (8th resolution) Warrants. 4) Resolves that in the event that the total number of Explanatory statement Coordination Warrants to be issued to a beneficiary The Safeguard Plan provides that the Coordination does not correspond to a whole number of Coordination Warrants shall be issued and allocated free of charge to Warrants, the whole number of Coordination Warrants Cross-Holders Coordination Committee members. immediately below will be allocated to that beneficiary. Consequently, the purpose of this resolution is to delegate to 5) Resolves that one (1) Coordination Warrant shall the Management Board, for a 12‑month period starting from give right to subscribe for one (1) new ordinary share, the date of the General Meeting, the authority to proceed on each of 0.01 euro of nominal value after taking into one or more occasions, with the issuance and allocation of account the share capital reduction contemplated free warrants with waiver of preferential subscription rights in in the 2nd resolution, at a price of 0.01 euro per share favor of Cross-Holders Coordination Committee members excluding share premium (without prejudice to any of Coordination Warrants entitling them to subscribe to subsequent adjustments as may be required by law a maximum total number of 78,974,000 new shares, i.e. and regulations and, where applicable, the contractual approximately 1.5% of the share capital after completion of provisions of Coordination Warrants), the beneficiaries the Capital Increases and the exercise of all the Warrants. being responsible for resolving any matters of fractional shares. It is specified in this regard that the issue and free allocation of the Coordination Warrants in favor of the Cross-Holders 6) Resolves that the total nominal amount of the share Coordination Committee members is made to a category of capital increase (excluding the share premium) resulting persons meeting specific characteristics within the meaning from the exercise of the Coordination Warrants that of Article L. 225‑138 of the French Commercial Code. may be issued pursuant to this resolution shall not exceed 789 740 euros, it being specified that this shall One (1) Coordination Warrant will give the right to subscribe, be applied to the overall threshold for the authorizations for a period of six months from the Effective Restructuring of issuance under the 11th resolution. This amount shall Date, for one (1) new ordinary share with a par value of be increased, if necessary, by the nominal value of €0.01 each, at a price of €0.01 per share without share shares that must be issued to preserve, as required by premium. law, regulations and, as the case may be, the applicable contractual provisions, the rights of holders of securities Text of resolution giving access to the share capital of the Company, and “The General Meeting, deciding under the quorum and the maximum number of new shares shall be increased majority required for extraordinary general meetings, accordingly; it is specified that the rights of holders of having reviewed the report of the Management Board, the Coordination Warrants shall not be adjusted as a result special report of the Statutory Auditors and the report of of the completion of the transactions contemplated in the independent expert, after having established that the the 3rd to 9th resolutions. share capital has been fully paid up in accordance with the 7) Resolves that it results from the foregoing that the provisions of Articles L. 225‑129 to L. 225- 129‑6, L. 225‑135, aggregate number of Coordination Warrants shall L. 225‑138 and L. 228‑91 et seq. of the French Commercial therefore not exceed 78 974 000. Code, and subject to the condition precedent of the adoption of the 2nd to 9th resolutions submitted to this 8) Resolves that the Coordination Warrants may be meeting, it being specified that these resolutions form with exercised at any time during a period of six (6) months this resolution an indissoluble whole and are interdependent: from the Restructuring Effective Date, the Coordination Warrants which are not exercised within that period 1) Delegates to the Management Board, with the authority shall lapse and thus lose all value and all rights attached to sub‑delegate within the conditions provided for thereto, subject to the extension cases referred to below. by applicable law and regulations, its authority to proceed, on one or several occasions, in France and 9) Resolves that, in the event of a share capital increase, abroad, at the time determined by the Management acquisition, merger, spinoff or issuance of new shares Board, to the issuance and allocation of free warrants or securities giving access to the share capital, or of (the “Coordination Warrants”), with waiver of the other financial transactions entailing a preferential shareholders’ preferential subscription right, under the subscription right or reserving a priority subscription terms of this resolution. period in favor of the Company’s shareholders, the Company shall have the right to suspend the exercise 2) Resolves that the Coordination Warrants will be allocated of the Coordination Warrants for a period not to exceed free of charge to the benefit of the Cross-Holders three (3) months, or of such other period as may be Noteholders’ Coordination Committee members, determined by applicable regulations, in which case the it being specified that those persons constitute a exercise period of the Coordination Warrants shall be category of persons meeting specified characteristics extended accordingly. within the meaning of Article L. 225‑138 of the French Commercial Code.
30 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
10) Resolves that the shares issued as a result of the exercise the Coordination Warrants (including by receiving of Coordination Warrants shall be fully paid up upon payment for the subscription of the new Company subscription in cash. shares resulting from the exercise of Coordination Warrants); 11) Acknowledges, in accordance with Article L. 225‑132 paragraph 6 of the French Commercial Code, k) amending the Company’s articles of association that the decision to issue the Coordination Warrants accordingly; entails the waiver by the shareholders of their preferential l) making any adjustments to take into account the subscription rights to subscribe to shares to which those impact of transactions on the Company’s share Coordination Warrants give right. capital, set the terms and conditions according to 12) Resolves that the shares issued as a result of the exercise which the rights of holders of securities that give or of the Coordination Warrants shall qualify for dividends may give access to the Company’s share capital will from their issue and shall be fully fungible with existing be preserved, as the case may be; shares and subject to all of the provisions of the articles m) making all required adjustments, in accordance with of association and decisions of the General Meeting from the law and regulations and, where applicable, the this date. contractual provisions of the Coordination Warrants 13) Resolves that the Coordination Warrants shall be freely providing for other adjustment cases; tradeable and shall be eligible for trading through n) doing all that is necessary or useful to complete Euroclear France. the share capital increase contemplated by this 14) Gives full powers to the Management Board to implement resolution, and the listing and servicing of the this delegation, with the authority to sub‑delegate in securities issued pursuant to this resolution, as well accordance with applicable law and regulations, within as the exercise of the rights attached thereto; and the limits and under the conditions specified above, o) completing all related formalities. to the effect, without this being restrictive, of: 15) Acknowledges that, should the Management Board a) determining that the aforementioned conditions make use of the delegation of authority granted to it in precedent have been satisfied; this resolution, it will report to the next Ordinary General b) deciding to implement this resolution (which may Meeting, in accordance with the law and regulations, only be implemented if the delegations of authority on the use made of the authorization granted under this granted to the Management Board pursuant to resolution. 5 the 3rd to 9th resolutions are implemented), or to 16) Resolves that this authorization is granted for a period of postpone its implementation; twelve (12) months from the date of this meeting; c) establishing the list of beneficiaries within the 17) This resolution shall be implemented only after, and subject category set forth in paragraph 2 above and the to, the prior completion of the share capital reduction final number of Coordination Warrants to be issued contemplated in the 2nd resolution. The thresholds on allocated to each, and determine the final amount of the share capital increase set in this resolution have the resulting capital increase; been determined after taking into account the effect d) determining all terms and conditions of the of the aforementioned share capital reduction and are issuance of the Coordination Warrants as well as independent of the thresholds considered in the other the characteristics and terms of the Coordination resolutions submitted to this General Meeting, it being Warrants (including the conditions applicable to specified that the thresholds on share capital increase the adjustment of the Coordination Warrants in the provided for in this resolution shall be applied to the event of transactions affecting the Company’s share overall threshold for the authorizations of issuance under capital); the 11th resolution. “
e) entering into any agreement required to complete Delegation of authority to be granted to the the issuance contemplated by this resolution; Management Board to decide the issuance f) completing the registration and filing formalities and the allocation of free warrants with required by the issuance of the Coordination waiver of the shareholders’ preferential Warrants; subscription right, in favor lenders under the RCF and to the Participating g) recording the capital increases resulting from the Noteholders (including the Guarantor exercise of the Coordination Warrants; Noteholders) effectively participating h) arranging for the Coordination Warrants to be in the RCF Refinancing, such persons eligible for trading through Euroclear France and forming a category of persons meeting determining whether they may be or not admitted specified characteristics (9th resolution) to trading on the regulated market of Euronext Paris, and do all that is necessary in this respect; Explanatory statement i) arranging for the new shares resulting from the The Safeguard Plan provides that the Participation Warrants exercise of those Coordination Warrants to be shall be issued and allocated free of charge to lenders admitted to trading on the regulated market of under the RCF and to holders of series of Bonds issued by Euronext Paris; the Company effectively participating in the Refinancing of the RCF. j) doing all that is necessary to complete the share capital increases resulting from the exercise of
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 31 Management Board’s report and text of the draft resolutions 5
Consequently, the purpose of this resolution is to delegate to 3) Resolves that the aggregate number of shares that the Management Board, for a 12‑month period starting from all the Participation Warrants issued pursuant to the date of the General Meeting, the authority to proceed this resolution will give the right to subscribe shall not on one or more occasions, with the issuance and allocation exceed a number of shares representing 1.5% of the total of free warrants with waiver of preferential subscription outstanding number of shares, after dilution resulting rights in favor of lenders under the RCF and to holders of from (i) the implementation of the 2nd, 3rd, 4th, 5th and each series of Bonds issued by the Company effectively 6th resolutions and (ii) the exercise of the Guarantee participating in the Refinancing of the RCF of Participation Warrants, Coordination Warrants and Participation Warrants entitling them to subscribe to a maximum total Warrants. number of 78,974,000 new shares, i.e. approximately 1.5% of 4) Resolves that in the event that the total number of the share capital after completion of the Capital Increases Participation Warrants to be issued to a beneficiary and the exercise of all the Warrants. does not correspond to a whole number of Participation It is specified in this regard that the issue and free allocation Warrants, the whole number of Participation Warrants of the Participation Warrants in favor of Lender under the immediately below will be allocated to that beneficiary. RCF and to holders of each series of Bonds effectively 5) Resolves that one (1) Participation Warrant shall give issued by Participating Company is made to a category of right to subscribe for one (1) new ordinary share, persons meeting specific characteristics within the meaning each of 0.01 euro of nominal value after taking into of Article L. 225‑138 of the French Commercial Code. account the share capital reduction contemplated One (1) Participation Warrant will give the right to subscribe, in the 2nd resolution, at a price of 0.01 euro per share for a period of six months from the Effective Restructuring excluding share premium (without prejudice to any Date, for one (1) new ordinary share with a par value of subsequent adjustments as may be required by law €0.01 each, at a price of €0.01 per share without share and regulations and, where applicable, the contractual premium. provisions of Participation Warrants), the beneficiaries being responsible for resolving any matters of fractional Text of resolution shares. ‘The General Meeting, deciding under the quorum and 6) Resolves that the total nominal amount of the share majority required for extraordinary general meetings, capital increase (excluding the share premium) resulting having reviewed the report of the Management Board, the from the exercise of the Participation Warrants that may special report of the Statutory Auditors and the report of be issued pursuant to this resolution shall not exceed the independent expert, after having established that the 789 740 euros, it being specified that this amount shall share capital has been fully paid up in accordance with the be applied to the overall threshold for the authorizations provisions of Articles L. 225‑129 to L. 225- 129‑6, L. 225‑135, of issuance under the 11th resolution. This amount shall L. 225‑138 and L. 228‑91 et seq. of the French Commercial be increased, if necessary, by the nominal value of Code, and subject to the condition precedent of the shares that must be issued to preserve, as required by adoption of the 2nd to 9th resolutions submitted to this law, regulations and, as the case may be, the applicable meeting, it being specified that these resolutions form with contractual provisions, the rights of holders of securities this resolution an indissoluble whole and are interdependent: giving access to the share capital of the Company, and the maximum number of new shares shall be increased 1) Delegates to the Management Board, with the authority accordingly; it is specified that the rights of holders of to sub‑delegate within the conditions provided for Participation Warrants shall not be adjusted as a result by applicable law and regulations, its authority to of the completion of the transactions contemplated in proceed, on one or several occasions, in France and the 3rd to 9th resolutions. abroad, at the time determined by the Management Board, to the issuance and allocation of free warrants 7) Resolves that it results from the foregoing that the (the “Participation Warrants”), with waiver of the aggregate number of Participation Warrants shall shareholders’ preferential subscription right, under the therefore not exceed 78 974 000. terms in this resolution. 8) Resolves that the Participation Warrants may be 2) Resolves that the Participation Warrants will be allocated exercised at any time during a period of six (6) months free of charge to the benefit of the lenders under the from the Restructuring Effective Date, the Participation RCF and to the Participating Noteholders, including Warrants which are not exercised within that period Guarantor Noteholders effectively participating in the shall lapse and thus lose all value and all rights attached RCF Refinancing, it being specified that those persons thereto, subject to the extension cases referred to below. constitute a category of persons meeting specified 9) Resolves that, in the event of a share capital increase, characteristics within the meaning of Article L. 225‑138 of acquisition, merger, spinoff or issuance of new shares the French Commercial Code and it being specified or securities giving access to the share capital, or of that the “RCF Refinancing“ means the refinancing of other financial transactions entailing a preferential the RCF through the granting to the Company of a new subscription right or reserving a priority subscription revolving credit facility of 170 million euros that will be period in favor of the Company’s shareholders, the made available to the Company (and any other relevant Company shall have the right to suspend the exercise group entity) in the event that the Safeguard Plan is of the Participation Warrants for a period not to exceed implemented and the 500 million euros term loan that three (3) months, or of such other period as may be will be made available to the Company (and any other determined by applicable regulations, in which case the relevant group entity) in the event that the Safeguard exercise period of the Participation Warrants shall be Plan is completed. extended accordingly.
32 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
10) Resolves that the shares issued as a result of the exercise payment for the subscription of the new Company of Participation Warrants shall be fully paid up upon shares resulting from the exercise of Participation subscription in cash. Warrants); 11) Acknowledges, in accordance with Article k) amending the Company’s articles of association L. 225‑132 paragraph 6 of the French Commercial Code, accordingly; that the decision to issue the Participation Warrants l) making any adjustments to take into account the entails the waiver by the shareholders of their preferential impact of transactions on the Company’s share subscription rights to subscribe to shares to which those capital, set the terms and conditions according to Participation Warrants give right. which the rights of holders of securities that give or 12) Resolves that the shares issued as a result of the exercise may give access to the Company’s share capital will of the Participation Warrants shall qualify for dividends be preserved, as the case may be; from their issue and shall be fully fungible with existing m) making all required adjustments, in accordance with shares and subject to all of the provisions of the articles the law and regulations and, where applicable, the of association and decisions of the General Meeting from contractual provisions of the Participation Warrants this date. providing for other adjustment cases; 13) Resolves that the Participation Warrants shall be freely n) doing all that is necessary or useful to complete tradeable and shall be eligible for trading through the share capital increase contemplated by this Euroclear France. resolution, and the listing and servicing of the 14) Gives full powers to the Management Board to implement securities issued pursuant to this resolution, as well this delegation, with the authority to sub‑delegate in as the exercise of the rights attached thereto; and accordance with applicable law and regulations, within o) completing all related formalities. the limits and under the conditions specified above, to the effect, without this being restrictive, of: 15) Acknowledges that, should the Management Board make use of the delegation of authority granted to it in a) determining that the aforementioned conditions this resolution, it will report to the next Ordinary General precedent have been satisfied; Meeting, in accordance with the law and regulations, b) deciding to implement this resolution (which may on the use made of the authorization granted under this only be implemented if the delegations of authority resolution. granted to the Management Board pursuant to 5 16) Resolves that this authorization is granted for a period of the 3rd to 9th resolutions are implemented), or to twelve (12) months from the date of this meeting; postpone its implementation; 17) This resolution shall be implemented only after, and subject c) establishing the list of beneficiaries within the to, the prior completion of the share capital reduction category set forth in paragraph 2 above and the contemplated in the 2nd resolution. The thresholds on final number of Participation Warrants to be issued the share capital increase set in this resolution have allocated to each, and determine the final amount of been determined after taking into account the effect the resulting capital increase; of the aforementioned share capital reduction and are d) determining all terms and conditions of the independent of the thresholds considered in the other issuance of the Participation Warrants as well as resolutions submitted to this General Meeting, it being the characteristics and terms of the Participation specified that the thresholds on share capital increase Warrants (including the conditions applicable to provided for in this resolution shall be applied to the the adjustment of the Participation Warrants in the overall threshold for the authorizations of issuance under event of transactions affecting the Company’s share the 11th resolution. “ capital); Delegation of authority to the Management e) entering into any agreement required to complete Board to increase the share capital, with the issuance contemplated by this resolution; waiver of the shareholders’ preferential f) completing the registration and filing formalities subscription right, to members of a required by the issuance of the Participation company savings plan (10th resolution). Warrants; By voting for the 10th resolution, we propose that you grant g) recording the capital increases resulting from the the Management Board the authority to decide to increase exercise of the Participation Warrants; the Company’s share capital via an issue of ordinary shares and/or equity securities granting access to the equity h) arranging for the Participation Warrants to be capital reserved for employees of the Company and/or eligible for trading through Euroclear France and of companies that are affiliated to it within the meaning determining whether they may be or not admitted of Article L. 225180 of the French Commercial Code, and to trading on the regulated market of Euronext Paris, Article L. 33441 of the French Labor Code; the employees and do all that is necessary in this respect; may subscribe directly or via one or several corporate i) arranging for the new shares resulting from the investment funds, if these employees are members of a exercise of those Participation Warrants to be company savings plan. admitted to trading on the regulated market of This option, which would be given to the Management Euronext Paris; Board, would be limited to 3% of the Company’s share j) doing all that is necessary to complete the share capital after dilution resulting (i) from the implementation capital increases resulting from the exercise of of the 3rd, 4th, 5th and 6th resolutions and (ii) the exercise the Participation Warrants (including by receiving of the Guarantee Warrants, Coordination Warrants and
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 33 Management Board’s report and text of the draft resolutions 5
ParticipationWarrants, with the understanding that this exceed the limits set forth under applicable legal or ceiling shall be deducted from the overall threshold specified regulatory provisions. in the 11th resolution. 3) Decides to cancel for the benefit of such employees the The issue price of the new shares or securities giving rights shareholders’ preferential subscription rights to shares to the Company’s capital would be equal to the average of and/or securities giving rights to the Company’s share the listed prices for the Company’s shares on the Euronext capital that may be issued pursuant to this delegation of Paris regulated market during the twenty trading sessions authority, the said shareholders waiving all rights to the preceding the date of the Management Board’s decision grant of free shares or of securities that may be issued setting the start date for the subscription period for pursuant to this resolution. participants in a company or group savings plan (or a similar 4) Notes that this delegated authority automatically plan), less a maximum discount that may not exceed 30%. You entails the waiver by shareholders of their preferential will be asked to expressly authorize the Management Board subscription rights to the Company’s shares issued to reduce or cancel this discount, if it deems it appropriate, pursuant to this resolution and giving rights to the within the legal and regulatory limits, in order to take into Company’s capital, in favor of holders of securities giving account international accounting provisions or, inter alia, the rights to the Company’s share capital issued pursuant legal, accounting, tax and employment regimes applicable to this resolution. in the countries of residence of certain beneficiaries. 5) Resolves that the issuance price of new shares or This delegated authority would entail a cancellation of securities giving access to the Company’s capital shareholders’ preferential subscription right in favor of those and the number of shares to which the conversion, persons participating in a company or group savings plan redemption and, more generally, transformation of each for which the capital increases would be reserved. security giving access to the capital may give right, shall The delegation of authority would be granted for a be set by the Management Board in accordance with period of 26 months as of the Shareholders’ Meeting and the conditions set forth in Articles L. 3332‑18 et seq. would supersede the unused portion of the authorization of the French Labor Code on the basis of the Company’s granted by of the 26th resolution voted by the Combined share price on the Euronext Paris regulated market; this Shareholders’ Meeting of June 12, 2020. price would be equal to the average quoted price of the Company’s shares on the Euronext Paris regulated Text of resolution market for the twenty (20) trading sessions preceding the date of the Management Board’s decision setting “The General Meeting, deciding under the quorum and the start date of the subscription period for participants majority required for extraordinary general meetings, in a company or group savings plan (or a similar plan), having reviewed the report of the Management Board less a discount of no more than 30%. The Shareholders’ and the special report of the Statutory Auditors, pursuant Meeting expressly authorizes the Management Board to Articles L. 225- 129 et seq., L. 225‑138, L. 225‑138‑1 and to reduce or cancel the aforementioned discount, if it L. 228‑91 of the French Commercial Code, and to Articles deems it appropriate, within the legal and regulatory L. 3332‑1 to L. 3332‑18 et seq. of the French Labor Code: limits, in order to take into account international 1) delegates to the Management Board, with the authority accounting provisions or, inter alia, the legal, accounting, to sub‑delegate within the conditions provided for by tax and employment regimes applicable in the countries applicable law, its authority to decide the increase of of residence of certain beneficiaries. Company’s share capital within a limit of three percent 6) Also decides that, should beneficiaries not have (3%) of the number of shares representing the total share subscribed to the totality of the capital increase capital after dilutionresulting from (i) the implementation within the given time limit, such capital increase may of the 3rd, 4th, 5th and 6th resolutions and (ii) the exercise only be completed within the limit of the amount of the Guarantee Warrants, Coordination Warrants and corresponding to the subscribed shares, specifying that Participation Warrants, on one or several occasion, the non‑subscribed shares may be offered again to the by issuing shares and/or other securities giving access by beneficiaries concerned as part of a subsequent capital any means, immediately or in the future, at any time or on increase. a fixed date, to the share capital reserved for employees of the Company and/or French or foreign companies 7) Confers on the Management Board full authority, related to it within the meaning of Articles L. 225‑180 of with the option to sub‑delegate under the conditions the French Commercial Code and L. 3344‑1 of the French stipulated by law, to set the conditions and procedures Labor Code, subscribing directly or through one or more for the implementation of the capital increase(s) decided company mutual funds, provided that such employees pursuant to this resolution, in particular to: are members of a company savings plan; it being a) determining that the aforementioned conditions specified that the nominal amount of any share capital precedent have been satisfied; increase carried out pursuant to this delegation shall be deducted from the overall threshold provided for in b) deciding to implement this resolution (which may the 11th resolution of this General Meeting and that the only be implemented if the delegations of authority issuance of any securities or securities giving access to granted to the Management Board pursuant to preference shares is excluded. the 3rd to 9th resolutions are implemented), or to postpone its implementation; 2) Authorizes the Management Board, as part of such capital increases, to grant free shares and/or securities c) determining, within the limits set forth above, the final giving rights to the Company’s share capital, it being amount of the share capital increase contemplated understood that the benefit arising from such grant by this resolution, along with the maximum number in respect of the contribution and/or discount may not of new ordinary shares to be issued;
34 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
d) determining the companies whose employees may This delegation, which terminates the authorization granted benefit from the subscription offer; pursuant to the 26th resolution voted by the General Meeting held on June 12, 2020, is given for a period of twenty‑six (26) e) determining the number of shares and/or securities months starting from this General Meeting. “ to be issued and their dividend entitlement date; f) determining, within the legal limits, the terms and Overall limit for the authorizations conditions of the issuance of the shares and/or of issue (11th resolution) securities and the time limits granted to employees This resolution sets at €50,928,190, immediately or in the for the exercise of their rights; future, that may be carried out pursuant to the delegations g) determining the time limits and procedures for of authority granted to the Management Board by the 3rd to paying up the shares, it being specified that this time 10th resolutions of this meeting, it being specified that to this limit may not exceed three (3) years; threshold shall be added, as the case may be, the nominal amount of the shares to be issued in order to preserve, h) recording that all ordinary shares issued have been in accordance with applicable laws, regulations or, as the fully paid up and, accordingly, that the resulting share case may be, contractual provisions, the rights of the holders capital increase has been definitively completed; of securities giving access to the Company’s share capital. i) completing the registration and filing formalities required by the completion of the share capital Text of resolution increase resulting from the issuance of new ordinary “The General Meeting, deciding under the quorum and shares and amending the Company’s articles of majority required for extraordinary general meetings, association accordingly; having reviewed the report of the Management Board j) as the case may be, charging the costs of the and the report of the independent expert, resolves to set share capital increase on the amount of the related the overall nominal threshold for share capital increases premiums and deducting the necessary amounts at €50,928,190, immediately or in the future, that may be from the legal capital reserve; carried out pursuant to the delegations of authority granted to the Management Board by the 3rd to 9th resolutions of k) determining the terms and conditions under which this meeting, it being specified that to this threshold shall the rights of holders of securities giving access to the be added, as the case may be, the nominal amount of the capital will be preserved, in accordance with the legal shares to be issued in order to preserve, in accordance and regulatory provisions and, as the case may be, with applicable laws, regulations or, as the case may be, 5 the applicable contractual stipulations. contractual provisions, the rights of the holders of securities giving access to the Company’s share capital. “
THEORETICAL IMPACT OF THE ISSUES ON THE SHARE OF SHAREHOLDERS’ EQUITY For information, the theoretical impact of the issue of the on the basis of the Company’s share of consolidated new shares resulting from the Capital Increases and the shareholders’ equity at June 30, 2020, as shown in the exercise in full of the warrants, on the Company’s share of consolidated financial statements at June 30, 2020) would consolidated shareholders’ equity per share (calculated be as follows:
Share of total consolidated equity attributable to owners of the Group per share (in euros) Undiluted basis Diluted basis Before issue of New Shares and allocation of Warrants and issue of new shares 3.28 3.28 related to the Capital Increase with preferential subscription rights After issue of 4,236,783,000 New Shares in the Reserved Capital Increases, 0.44 0.44 After issue of 4,815,923,000 New Shares linked to the Reserved Capital 0.39 0.39 Increases and the exercise of all the Warrants After issue of 5,092,819,000 New Shares linked to the Reserved 0.38 0.38 Capital Increases and the exercise of all the Warrants and the Capital Increase with preferential subscription rights
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 35 Management Board’s report and text of the draft resolutions 5
THEORETICAL IMPACT OF THE TRANSACTIONS ON THE SHAREHOLDER’S SITUATION For information, the theoretical impact of the issue of the prior to the issue of the new shares resulting from the Capital new shares resulting from the Capital Increases and the Increase and the exercise of Warrants (calculations based exercise in full of the warrants, on the share in equity of a on 163,884,278 shares composing the Company’s share shareholder with 1% of the Company’s shareholders’ equity capital as at 30 November 2020) would be as follows:
Share of share capital (in %)
Undiluted basis Diluted basis Before issue of New Shares and new shares related to the Capital Increase with preferential subscription rights 1.00% 1.00% After issue of 4,815,923,000 New Shares 0.03% 0.03% After issue of 5,092,819,000 New shares and new shares linked to the Capital Increase with preferential subscription rights (i.e. a 100% subscription to the Capital Increase with preferential subscription rights) 0.08% 0.08%
THEORETICAL IMPACT OF THE NEW SHARE ISSUE ON THE CURRENT MARKET VALUE OF THE COMPANY’S SHARES For information, the theoretical impact of the issues on the current market value of the share as calculated on the average of the twenty trading days preceding the date of the meeting at which this report was drawn up would be as follows:
Before the transaction
Number of actions 163,884,278 20‑day VWAP €0.96 Market capitalization €156,657,303 Share price €0.96 After the transaction Total number of shares post‑transaction 5,256,703,278 Market capitalization before the transaction €156,657,303 Issue 1,388,931,542 Market capitalization after the transaction €1,545,588,845 Share price €0.29
It is specified that this theoretical approach is purely for information and in no way presupposes the future share trend.
IMPACT ON HOLDERS OF SECURITIES OR members, we propose to modify the governance structure HOLDERS OF MARKETABLE SECURITIES GIVING of the Company and to set up a governance structure with a ACCESS TO THE COMPANY’S SHARE CAPITAL Board of Directors, governed in particular by the provisions of Articles L. 225‑17 to L. 225‑56 of the French Commercial Following the completion of the capital increase with Code, instead of the current governance structure with preferential subscription rights, to preserve the rights a Management Board and a Supervisory Board. If it is of holders of the shares granted free of charge by the adopted, this modification shall take effect as from the Management Board upon delegation of the Shareholder’s Effective Restructuring Date. meetings of 10 May 2016 and 26 April 2019, the number of performance -related shares will be adjusted in accordance If you approve the resolutions proposed to you, the agenda with applicable legal, regulatory provisions. of the meeting of the Board of Directors to be held at the end of the Effective Restructuring Date will include the Modification of the governance and choice between the two methods of exercise of general management structure by the adoption management, the appointment of corporate officers, the of a Board of Directors subject to the creation of specialized committees of the Board of Directors condition precedent of the Management and the adoption of its rules of procedure. Board’s acknowledgement of the Effective Restructuring Date (12th resolution) To simplify the functioning of the Company and to address the requests of Cross-Holders Coordination Committee
36 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Management Board’s report and text of the draft resolutions 5
It is thus provided that, at the meeting to be held immediately Amendment of the articles of association after the Effective Restructuring Date, the Board of Directors and adoption of the new text of the will opt for the separation of the functions of Chairman of Company’s articles of association subject the Board of Directors and Chief Executive Officer and to the condition precedent of the adoption will appoint (i) Jean-Paul Bailly, currently Chairman of the of the12th resolution (13th resolution) Supervisory Board, as Chairman of the Board of Directors If the 12th resolution is adopted, you will be asked to approve of the Company, (ii) Caroline Parot, currently Chairman the amendments to the Articles of Association required by of the Management Board, as Chief Executive Officer of the change in the Company’s governance and management the Company, and (iii) Fabrizio Ruggiero, currently Chief structure. We would like to point out in this respect that Executive Officer and member of the Management Board, the amendments to the articles of association essentially as Deputy Chief Executive Officer. concern adaptations to reflect the introduction of this new If the change of governance is adopted, the terms of form of management (amendment of Articles 1 and 12 to 22 office of the members of the Supervisory Board and the in particular). The Articles of Association submitted to your Management Board would automatically terminate on the vote and which would apply to the Company on the Effective Effective Restructuring Date. Restructuring Date are set out in Appendix 1 to this report.
Ordinary general shareholders’ meetting
Appointment of Jean-Paul Bailly, Caroline as Director, for a term of 3 years which will expire at Parot, Virginie Fauvel, Martine Gerow, Carl the end of the General Meeting to be held to approve A. Leaver and Paul Copley as Directors the financial statements of the fiscal year ending on of the Company, subject to the approval December 31, 2023 (17th resolution); of the 12th resolution relating to the change in the Company’s governance • C arl A. Leaver, born on March 4, 1963, at Warrington, and management structure by adopting residing at Wardrobes House, Woodway, HP27 0NL a governance structure with a Board Princes Risborough, as Director, for a term of 4 years of Directors (14th to 19th resolution) which will expire at the end of the General Meeting to be held to approve the financial statements of the fiscal Given that the adoption of the 14th to 19th resolutions relating year ending on December 31, 2024 (18th resolution); 5 to the change in the Company’s management structure and • Paul Copley, born on May 4, 1975, at Middlesbrough, the adoption of the corresponding articles of association residing at 45 Garden Road, Bromley, BR1 3LU, United shall automatically terminate the functions of the members Kingdom, as Director, for a term of 4 years which will of the Management Board on the Effective Restructuring expire at the end of the General Meeting to be held Date, we are submitting to your vote, the nominations for to approve the financial statements of the fiscal year membership to the Board of Directors of the persons listed ending on December 31, 2024 (19th resolution); below. Appendix 2 to this report contains the necessary information Subject to the approval of the change in the Company’s about the persons proposed for appointment. The Directors governance structure, you will be asked to appoint as who have been nominated have indicated in advance that Directors of the Company, four terms ranging between 1 and they accept these mandates and are not subject to any 4 years, that will end at the latest at the end of the General measures that could prohibit them from exercising said Meeting called to approve the financial statements for the mandate. fiscal year ended December 31, 2024: • Jean-Paul Bailly, born on November 29, 1946, at Hénin- Approval of the compensation policy Beaumont, residing at 38 rue Gay-Lussac, 75005 Paris, applicable to the members of the Board as Director, for a term of 1 year which will expire at the end of Directors, subject to the approval of the of the General Meeting to be held to approve the financial 12th resolution relating to the change in the statements of the fiscal year ending on December 31, Company’s governance and management 2021 (14th resolution); structure by adopting a governance structure with a Board of Directors (20th resolution) • Caroline Parot, born on January 27, 1972, at Aix‑en- Provence, residing at 5 villa de Villiers, 92200 Neuilly‑sur- In the 12th and 13th resolutions, you are asked to change the Seine, as Director, for a term of 2 years which will expire Company’s current governance and management structure at the end of the General Meeting to be held to approve with a Management Board and Supervisory Board to a the financial statements of the fiscal year ending on governance structure with a Board of Directors. December 31, 2022 (15th resolution); Subject to the adoption and implementation of the • Virginie Fauvel, born on June 27, 1974, at Firminy, residing 12th resolution and pursuant to Articles L. 225‑37‑2 and at 3 rue de Saint-Senoch, 75017 Paris, as Director, for L. 225‑82‑2 of the French Commercial Code, we ask you a term of 2 years which will expire at the end of the to approve the compensation policy applicable to the General Meeting to be held to approve the financial members of the Board of Directors for fiscal year 2021. The statements of the fiscal year ending on December 31, compensation policy of members of the Board of Directors 2022 (16th resolution); is presented in the report of the Supervisory Board. You are invited to refer to this report for further details. • Martine Gerow, born on July 6, 1960, at Paris, residing at 1 Pan Peninsula Square Flat, 2407 E14 9HJ London,
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 37 Management Board’s report and text of the draft resolutions 5
Approval of the compensation policy with a Management Board and Supervisory Board to a applicable to the Chairman of the Board governance structure with a Board of Directors. of Directors, subject to the approval of the 12th resolution relating to the change in the Subject to the adoption and implementation of the Company’s governance and management 12th resolution and pursuant to Articles L. 225‑37‑2 and structure by adopting a governance structure L. 225‑82‑2 of the French Commercial Code, we ask you to with a Board of Directors (21st resolution) approve the compensation policy applicable to the Chief Executive Officer for fiscal year 2021. The compensation In the 12th and 13th resolutions, you are asked to change the policy of the Chief Executive Officer is presented in the Company’s current governance and management structure report of the Supervisory Board. You are invited to refer to with a Management Board and Supervisory Board to a this report for further details. governance structure with a Board of Directors. Approval of the compensation policy Subject to the adoption and implementation of the applicable to the deputy chief executive 12th resolution and pursuant to Articles L. 225‑37‑2 and officers, subject to the approval of the L. 225‑82‑2 of the French Commercial Code, we ask you 12th resolution relating to the change in the to approve the compensation policy applicable to the Company’s governance and management Chairman of the Board of Directors for fiscal year 2021. structure by adopting a governance structure The compensation policy of the Chairman of the Board of with a Board of Directors (23rd resolution). Directors is presented in the report of the Supervisory Board. You are invited to refer to this report for further details. In the 12th and 13th resolutions, you are asked to change the Company’s current governance and management structure Approval of the compensation policy with a Management Board and Supervisory Board to a applicable to the Chief Executive Officer, governance structure with a Board of Directors. subject to the approval of the 12th resolution relating to the change in the Company’s Subject to the adoption and implementation of the governance and management structure 12th resolution and pursuant to Articles L. 225‑37‑2 and by adopting a governance structure with L. 225‑82‑2 of the French Commercial Code, we ask you to a Board of Directors (22nd resolution). approve the compensation policy applicable to Deputy Chief Executive officers for fiscal year 2021. The compensation In the 12th and 13th resolutions, you are asked to change the policy of the Deputy Chief Executive officers is presented in Company’s current governance and management structure the report of the Supervisory Board. You are invited to refer to this report for further details.
Ordinary and extraordinary basis
Powers of attorney (24th resolution) Text of resolution Explanatory statement: “The General Meeting grants full powers to the president of the Management Board, to her proxy or proxies, and to Lastly, this resolution provides that you grant full powers to the bearer of an original, copy or extract of the minutes of the bearer of a copy or an excerpt of the minutes of these this General Meeting to fulfil all legal registration or publicity proceedings to perform any formalities or filings required by formalities.” applicable laws and regulations. Your Management Board invites you, after reading (i) the reports presented by your Statutory Auditors and (ii) the independent expert’s report, to approve, by your vote, all the resolutions proposed to you. The Management Board
38 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP New company articles of association 6
NEW COMPANY ARTICLES 6 OF ASSOCIATION
Chapter I General provisions
Article 1 Form • manage a portfolio of trademarks and patents, in particular by way of licensing rights; The Company, which was originally formed as a public limited company with a Board of Directors (société • lease any machinery and equipment of any kind anonyme à conseil d’administration), was transformed into whatever; a public limited company with a Management Board and a • own, by way of acquisition or otherwise, and manage, Supervisory Board at the combined Shareholders’ Meeting in particular by way of leasing, any buildings, real held on February 24, 2015. It changed its legal form again at property and property rights; the combined Shareholders’ Meeting of January 20, 2021 to become a public limited company with a Board of Directors. • take direct or indirect part in any transaction that might The Company is governed by the legal and regulatory directly or indirectly be connected with the corporate provisions applicable to public limited companies currently purpose through the creation of new companies, asset in force, and by these by‑laws. transfers, subscriptions or purchases of securities or company rights, mergers, alliances, joint ventures and Article 2 Corporate name by any other means and in any forms used in France and abroad; The Company’s corporate name is: “Europcar Mobility Group”. • and more generally, to engage in all commercial, financial (including any loan, advance, security or any Any deeds or other information provided by the Company cash transaction within the Group), industrial and real to third parties must include the corporate name, clearly or personal property transactions that might directly mention, either before or immediately after the words or indirectly be connected with the corporate purpose “société anomyme” or the initials “SA” and indicate the and with any purposes that are similar or connected or amount of share capital as well as the Company’s place capable of promoting the achievement thereof. and number of incorporation with the trade and companies register. Article 4 Local HQ Article 3 Purpose The headquarters are located at 13 ter, boulevard Berthier 6 – Paris (75017). The Company’s corporate purpose, directly or indirectly, in France or abroad, is to: Article 5 Term • acquire investments by way of asset transfers, purchases, The term of the Company is 99 years with effect from the subscriptions or otherwise in any companies regardless date of its registration at the Trade and Companies Register, of their form and purpose; unless it is dissolved early or extended by a resolution of the • provide all types of management services to other Extraordinary Shareholders’ Meeting. firms, in particular strategic, organizational, accounting, financial, IT and commercial services;
Chapter II Share capital and shares
Article 6 Share capital Ordinary shares and any other securities issued by the Company are registered in their owners’ accounts in The share capital is set at the amount of one million six accordance with applicable legal and regulatory provisions. hundred and thirty‑eight thousand eight hundred and forty‑two euros and seventy‑eight cents (€ 1,638,842.78). The Company is entitled, under the law and regulations It is divided into one hundred and sixty‑three million eight in force, and against payment of a fee at its own cost, hundred and eighty‑four thousand two hundred and to ask the central depository of financial instruments to be seventy‑eight (163,884,278) shares having a par value of informed, as the case may be, of the name or corporate one cent of euro (€ 0.01) each, all of which are fully paid up. (1) name, nationality, date of birth or year of formation, and mail address, and, when appropriate, electronic address, Article 7 Form of the shares of the holders of bearer securities conferring the right to vote at its shareholders’ meetings, whether immediately or 7.1 Ordinary shares in the future, together with the quantity of securities owned by each of them and, if applicable, the restrictions to which Fully paid up ordinary shares are held in either registered or the securities may be subject. In view of the list provided bearer form at the shareholder’s discretion.
(1) Note: the share capital includes the capital reduction. To be completed once the capital increases have been carried out.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 39 New company articles of association 6
by the aforementioned organization, the Company has the a shareholder in respect of existing shares already carrying power to ask the persons appearing thereon, whom the such rights. Company deems potentially registered on behalf of third Double voting rights may be exercised at any Shareholders’ parties, for the above information concerning the owners Meeting. of the securities. Any ordinary share that is transferred or converted into If a person asked for information has failed to provide said bearer form loses its double voting right. However, a transfer information within the periods provided by the laws and of ownership through inheritance, liquidation of marital regulations in force, or has provided incomplete or incorrect property or inter vivos donation to a spouse or relative information relating either to their status or the owners of entitled to inherit does not result in the loss of an acquired the securities, the shares or securities giving immediate or double voting right and does not interrupt the two‑year future access to the Company’s equity in respect of which holding period above. that person was registered in an account will be stripped of their voting rights for any Shareholders’ Meeting held until Article 10 Rights attached to shares the identification process is regularized, and payment of the corresponding dividend will be deferred until that date. 10.1 General rights and obligations of the shares Article 8 Information on ownership Ownership of a share automatically implies acceptance of the share capital of the by‑laws and the decisions made at shareholders’ meetings. Aside from applicable legal and regulatory thresholds, any natural person or legal entity, acting alone or in concert, Each share carries a right to ownership of the Company’s who comes or ceases to hold, directly or indirectly, one assets and liquidation surpluses equal to the fraction of the percent (1%) or more of the Company’s share capital or share capital that it represents. voting rights, or any multiple of this percentage, including Whenever it is necessary to own several old shares in order above the declaration thresholds set by law and regulations, to exercise any right, or in the event of a securities swap or must inform the Company of the total number of shares and allocation conferring a right to a new security in exchange voting rights owned and of any securities giving access to for the delivery of several old shares, individual securities the capital or voting rights potentially attached by registered or numbers of securities lower than that required will not post with recorded delivery to the headquarters (general give their holders any rights against the Company, and address) by the close of trading on the fourth trading day shareholders must make their own arrangements to group following the date the threshold was crossed. together and potentially purchase or sell the necessary For the purpose of determining the thresholds described number of securities. above, account is also taken of the shares or voting rights The shares are indivisible as regards the Company so held indirectly and shares or voting rights associated with that joint owners of undivided shares must arrange to be shares or voting rights held as defined in Articles L. 233‑7 et represented to the Company either by one of them or by a seq. of the French Commercial Code. single representative appointed by the courts in the event In the event of a failure to comply with the above requirements, of disagreement. the penalties prescribed by law for any shareholder in breach of the obligation to declare the crossing of a legal 10.2 Voting rights threshold shall only be applied to the thresholds prescribed Each ordinary share grants the right to vote and to be in the by‑laws upon the demand, recorded in the minutes represented at any Shareholders’ Meeting in accordance of the Shareholders’ Meeting, of one or more shareholders with legal and statutory requirements. holding at least one percent (1%) of the Company’s share capital or voting rights. Article 11 Payment of shares The Company reserves the right to announce to the public The Board of Directors will issue cash calls for sums yet to be and to shareholders either the information notified to it or paid in respect of shares to be paid up in cash. any failure to comply with the above obligation by the person concerned. Shareholders will be informed of the cash calls and of the date on which the relevant sums must be paid either by an Article 9 Double voting rights announcement made at least fifteen (15) days in advance in a journal authorized to carry legal announcements in the Double voting rights are granted to all fully paid up ordinary département where the registered office is located, or by shares that have been held in registered form by the same registered letter sent to each of the shareholders within the holder for a continuous period of at least two (2) years. The same time limit. length of time that shares were held prior to the listing date of the Company’s ordinary shares on Euronext Paris will not be Shareholders who fail to make payments that have become counted towards the two‑year holding period. The Company due on shares owned by them, on their due date, will has thus not exercised the option to waive attribution of automatically and without prior formal notice be liable to double voting rights set out in Article L. 225‑123 paragraph pay the Company late payment interest calculated for each 3 of the French Commercial Code. day following the due date at the legal rate plus two (2) points, without prejudice to any action that the Company may take In accordance with Article L. 225‑123 paragraph 2 of the against the defaulting shareholder and any enforcement French Commercial Code, in the event of a share capital measures provided by the applicable legal and regulatory increase by incorporation of reserves, earnings or share provisions. Thus, the Company may sell shares in respect premiums, double voting rights will be granted upon of which payments due have not been made, under the issuance to new ordinary shares allocated free of charge to conditions provided by law.
40 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP New company articles of association 6
The net proceeds of sale will be payable to the Company sale. The defaulting shareholder will remain liable for the and will be applied to the principal and interest owed by the difference if there is a shortfall, or, if applicable, will be paid defaulting shareholder and then to the reimbursement of the surplus. any expenses incurred by the Company to complete the
Chapter III Administration – management – representation
Article 12 Composition of the shareholders, the Chairman of the Board of Directors Board of Directors refers to the supervisory boards of the Company mutual funds created under the employee savings plan of the I) The Company is managed by a Board of Directors Company and the entities it controls under Article composed of at least three (3) members and no more than L. 233‑3 of the French Commercial Code (together the eighteen (18 members) appointed by the Shareholders’ “Group”) and invested principally in the Company’s Meeting. shares and consults employee shareholders as stipulated Directors are appointed by the ordinary Shareholders’ in the by‑laws. Meeting, but the Board has the power, in the event Candidates for appointment are nominated under the of a vacancy for one or more positions, to appoint following conditions: replacements by way of co‑option for the remainder of the predecessors’ terms of office and subject to a) when the voting right attached to shares owned ratification by the next ordinary Shareholders’ Meeting. by employees is exercised by members of the Supervisory Board of a company mutual fund, that Paragraphs I to IV of this Article do not apply to Directors Board may appoint one candidate chosen from appointed in accordance with paragraphs V and VI among its regular members representing employees. below. When there are several such company mutual funds, II) The number of Directors aged over seventy (75) years the supervisory boards of those funds can agree in may not exceed one third of Directors in office. Should identical resolutions to present two joint candidates this proportion be exceeded, the term of office of the chosen from among the sum total of their regular Director, other than the Chairman, expires at the end of members representing employees; the next ordinary Shareholders’ Meeting. b) when the voting right attached to shares owned by III) The term of office of members of the Directors is four employees is directly exercised by those employees, (4) years. The Shareholders’ Meeting may, upon the one candidate may be nominated at the time of the appointment of certain Directors, reduce their term of consultations organized by the Company. These office to less than four (4) years in order to stagger the consultations, preceded by a call for applications, are renewal of the terms of office of Directors. They may be organized by the Company by any technical means re‑elected. The duties of a Director cease at the end that make it possible to ensure the reliability of the 6 of the ordinary Shareholders’ Meeting convened to vote, including electronic or postal voting. In order to approve the financial statements for the previous fiscal be admissible, applications must be presented by year held in the year in which their term of office expires. a group of shareholders representing at least five per cent (5%) of the shares owned by employees They may be dismissed at any time by the ordinary exercising their voting right on an individual basis. Shareholders’ Meeting. The Company can form an ad hoc election Committee IV) Directors must own at least 100 shares in the Company to ensure the process is regular. throughout their term of office under the terms and conditions laid down in the provisions of the internal The minutes drawn up by the Supervisory Board(s) of the regulations of the Board of Directors. Company mutual funds or by ad hoc election committees presenting the applications must be sent to the Board V) When the report presented by the Board of Directors at of Directors no later than eight (8) days before the date a Shareholders’ Meeting pursuant to Article L. 225‑102 of of its meeting convened to settle the resolutions of the the French Commercial Code establishes that the shares Shareholders’ Meeting relating to the appointment of the owned by the Company’s staff and by companies Director representing employee shareholders. associated with the Company within the meaning of Article L. 225‑180 of said Code represent more than In order to be admissible, each application must three per cent (3%) of the share capital, a Director present a principal and deputy candidate. The deputy representing employee shareholders shall be appointed candidate, who must satisfy the same conditions of by the Ordinary General Meeting in accordance with the eligibility as the principal, may be co‑opted by the Board terms and conditions laid down by the legislative and of Directors to succeed the representative appointed by regulatory provisions in force and with these by‑laws. the Shareholders’ Meeting in the event that they cannot complete their term of office. The co‑option of the deputy Prior to the Shareholders’ Meeting called to appoint by the Board of Directors is subject to ratification by the the Supervisory Board member representing employee next Shareholders’ Meeting.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 41 New company articles of association 6
In order to ensure the continuity of employee shareholder not applicable to members representing employee representation and in the event that the deputy also shareholders. Nevertheless, Directors representing cannot complete their term of office, the Chairman of employee shareholders must, either individually or the Board of Directors refers to the body that originally through a company mutual fund created under the nominated the candidate (the Supervisory Board Group’s employee savings plan, own at least one share of a company mutual fund or a group of employee or a number of units of said fund equivalent to at least shareholders) for it to nominate a new candidate whose one share. appointment will be submitted to the Shareholders’ VI) The Board of Directors also comprises, depending on Meeting. the case, one or two Directors representing employees The terms and conditions of nomination of candidates in accordance with Article L. 225‑27‑1 of the French not defined by the laws and regulations in force or Commercial Code. these by‑laws are set by the Chairman of the Board of If, during a fiscal year, the number of Directors, calculated Directors, in particular with regard to the timetable for in accordance with Article L. 225‑27‑1 II of the French the nomination of candidates. Commercial Code, is less than or equal to eight (8) Each procedure mentioned in a) and b) above is recorded the Group Committee, stipulated by Article L. 2331‑1 of in minutes including the number of votes received for the French Labor Code, appoints a single Director each of the candidates. A list of all the candidates validly representing employees, by a majority vote. designated is established. If, during a fiscal year, the number of Directors, calculated The ordinary Shareholders’ Meeting rules, under in accordance with Article L. 225‑27‑1 II of the French the conditions applicable to any appointment of a Commercial Code, is greater than eight (8), and subject to Director, on all the candidates validly designated. The this criteria still being met on the day of the appointment, candidate obtaining the highest number of votes held the European works Committee, as stipulated by Article by the shareholders present or represented during L. 2342‑9 of the French Labor Code, appoints a second this Shareholders’ Meeting will be appointed as the Director representing employees. member representing employee shareholders. Members The term of office of the Directors representing representing employee shareholders are not taken into employees is four (4) years, renewable one (1) time from account when determining the minimum and maximum the date of their appointment. numbers of Directors set by the paragraph above. As an exception, if a Director representing employees is The term of office of the Director representing appointed according to one of the two aforementioned employee shareholders is four (4) years. Their term of methods during the term of office of a Director office ceases at the end of the ordinary Shareholders’ representing employees, the term of office of the newly Meeting convened to approve the financial statements appointed Director will be shortened in such a way that for the previous fiscal year held in the year in which its end will coincide with that of the already appointed their term of office expires. However, their term of office Director representing employees. ceases automatically and the Director representing the employee shareholders is deemed to have automatically If the number of Directors, calculated in accordance resigned in the event that they cease to be an employee with Article L. 225‑27‑1 II of the French Commercial Code, of the Company (or of an entity or economic interest initially greater than eight (8) members, should fall below grouping associated with the Company under Article or become equal to eight (8) members, the terms of office L. 225‑180 of the French Commercial Code). of the Directors representing employees are maintained until their expiration. In the event that the position of Director representing employee shareholders becomes vacant for any reason The terms of office of the Directors representing whatsoever, the replacement will be arranged under the employees cease at the end of the ordinary Shareholders’ conditions set out above, at the latest prior to the next Meeting convened to approve the financial statements Shareholders’ Meeting or, if this meeting occurs less for the previous fiscal year, and held during the year in than four (4) months after the position becomes vacant, which their terms of office expires. Nevertheless, their prior to the subsequent Shareholders’ Meeting. The new term of office ends automatically under the terms and Director is appointed by the Shareholders’ Meeting for conditions stipulated by law and by this Article, and the the remainder of their predecessor’s term of office. Director representing employees is considered to have resigned in the event they cease to be an employee of The Board of Directors may validly meet and deliberate the Company or of a company it controls under Article until the date of replacement of the Director(s) L. 233‑3 of the French Commercial Code. In the same representing employee shareholders. manner, if the terms and conditions for the application The provisions of the first section of paragraph V shall of Article L. 225‑27‑1 of the French Commercial Code are cease to apply when, at the close of a fiscal year, the no longer being met, the term of office of the Director(s) percentage of the capital owned by employees of the representing employees ceases at the end of the meeting Company and entities associated with the Company during which the Board of Directors records that the under Article L. 225‑180 of the French Commercial Code, Company is no longer under the scope of this obligation. in the context set out by Article L. 225‑102 of said Code, In the event that the position of Director representing represents less than three per cent (3%) of the share employees becomes vacant for any reason whatsoever, capital on the understanding that the term of office of a replacement will be arranged according to the methods any member appointed pursuant to the first section set out above. The Board of Directors may validly meet paragraph V will expire on its expiry date. and deliberate until the date of the replacement of the Provisions of paragraph IV relating to the number Director(s) representing employees. of shares that must be owned by a Director are
42 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP New company articles of association 6
The provisions of paragraph IV relating to the number II) Provided that the question was noted on the agenda, the of shares that must be owned by a Director are not Board of Directors shall chose between the two options applicable to members representing employees. for performing the executive management function, In addition, the Directors representing employees will ruling under majority conditions of its members. not receive any attendance fees for holding this office, III) In the event of a separation of the functions of Chairman unless the Board of Directors decides otherwise. and that of Chief Executive Officer, he or she – who is Directors representing employees are not taken into not necessarily a Director – is appointed for term freely account when determining the minimum and maximum determined by the Board of Directors. However, is the numbers of Directors set by the by‑laws. Chief Executive Officer is also a Director, his or her term may not exceed that of his or her term of office as Director. Article 13 Chaireman of the Board of Directors In both cases, the Chief Executive Officer is automatically deemed to have resigned at the end of the Shareholders’ I) The Board of Directors elects a Chairman among its Meeting convened to approve the financial statements members, a natural person, for a term which may not for the fiscal year in which he or she reaches the age of exceed that of his or her term of office as Director sixty‑eight (68) years. but may be reelected. The age limit for exercising the IV) The Chairman and Chief Executive Officer or the Chief functions of Chairman in set at Executive Officer as the case may be, is invested with the • sixty‑eight (68) years in the event he or she is also broadest powers to act in any circumstances in the name Chief Executive Officer (Chairman and Chief of the Company. He or she exercises these powers within Executive Officer) of the Company. In such case, the limitations of the corporate purpose and subject to the Chairman and Chief Executive Officer is the powers expressly attributed by law to shareholders’ automatically deemed to have resigned at the end meetings and to the Board of Directors. They represent of the Shareholders’ Meeting convened to approve the Company in its relations with third parties. the financial statements for the fiscal year in which V) The Board of Directors, on the recommendation of the they reach the age of sixty‑eight (68) years; Chairman and Chief Executive Officer, or of the Chief • seventy‑five (75) years if he or she is not Chief Executive Officer as the case may be, may appoint, from Executive Officer of the Company. In such case, the among its members or otherwise, one or more natural Chairman of the Board of Directors is automatically persons to assist the Chairman and Chief Executive deemed to have resigned at the end of the Officer with the title of deputy Chief Executive Officer. Shareholders’ Meeting convened to approve the The number of deputy chief executive officers may not financial statements for the fiscal year in which they exceed five (5). The Board of Directors shall determine the reach the age of seventy‑five (75) years. scope and term of the powers granted to the deputy chief The Chairman of the Board of Directors chairs the executive officers, in accordance with the Chairman and meetings of the Board of Directors and sets the agenda Chief Executive Officer or the Chief Executive Officer. 6 thereof. He or she organizes and oversees the Board’s With respect to third parties, the deputy chief executive work and reports on it to the Shareholders’ Meeting. officers have the same powers as the Chairman and He or she ensures the proper operations of the Company’s Chief Executive Officer or the Chief Executive Officer. bodies, and that the Directors are capable of fulfilling their duties. Article 15 Deliberations of the Board of Directors When the Chairman of the Board of Directors is also responsible for executive management of the Company, I) The Board of Directors meets on a notice of meeting all the legal and regulatory provisions applying to the issued by its Chairman, as often as the interests of Chief Executive Officer will apply to him or her. the Company require, and at least four times a year. Directors are called to Board meetings by any means, II) The Board of Directors, if it deems useful, may also including orally. appoint a vice Chairman from among its natural person members, for whom it will determine the term of office, II) Meetings take place at the Company’s registered office within the limit of that of his or her term of office as or any other place specified in the notice of meeting. They Director. are chaired by the Chairman of the Board of Directors, and in the event of the absence of the Chairman, by the The vice Chairman has no duty other than chairing Vice-Chairman. Board and shareholders’ meetings in the absence of the Chairman. III) Meetings are held and decisions made under the quorum and majority conditions provided by law and by these III) The Board of Directors may appoint a secretary selected by‑laws. In the event of a tied vote, only the Chairman or not from among its members. has a casting vote. Article 14 Executive management IV) The Board of Directors establishes internal regulations, which may provide that, with the exception of the I) Executive management of the Company is fulfilled under adoption of decisions regarding the appointment, his or her responsibility, either by the Chairman of the remuneration or dismissal of the Chairman or Chief Board of Directors, in which case referred to as Chairman Executive Officer, the method for performing executive and Chief Executive Officer, or by another natural person management, the approval of the annual financial appointed by the Board of Directors and in such a case statements (company and consolidated) and the referred to as Chief Executive Officer. establishment of the management report, Directors participating in Board meetings by videoconference
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 43 New company articles of association 6
or other telecommunication shall be deemed present Article 17 Compensation policy for the for purposes of calculating the quorum and required members of the Board of Directors majority, under the conditions laid down by law and The Shareholders’ Meeting may allocate an annual fixed sum applicable regulations in force. to the Directors by way of compensation for their duties. The V) The minutes of meetings of the Board of Directors are Board of Directors divides the total sum allocated among prepared and copies or extracts thereof are delivered its members. The Board of Directors may also allocate and certified in accordance with the law. exceptional compensation in the cases and under the terms laid down by the law. Article 16 Powers and obligations of the Board Article 18 Censors I) The Board of Directors sets out the company’s business policies and ensures their implementation. Subject to I) The Shareholders’ Meeting may appoint censors for the the limitations imposed by the Company’s corporate purpose of assisting the Board of Directors. Censors purpose and those matters expressly reserved by law to may or may not be shareholders and can number up to shareholders’ meetings, it addresses any issues relating four (4). They are appointed for a maximum term of two to the effective performance of the Company and, (2) years. The Shareholders’ Meeting may revoke their through its deliberations, resolves any issues affecting appointment at any time. The Board of Directors sets said performance. their attributions and determines their compensation. II) As a rule, the Board of Directors makes all decisions and II) The age limit of a censor is eighty (80) years. Any censor exercises all powers which, under the provisions of the reaching that age will be deemed to have automatically law, authorizations of the Shareholders’ Meeting or these resigned. by‑laws, fall within its remit. III) Censors are convened to all meetings of the Board III) The Board of Directors shall carry out audits and perform of Directors under the same terms and conditions the verifications that it deems appropriate. as Directors and take part in its deliberations in a solely consultative capacity. Censors express their IV) Directors receive all the necessary information to observations during the Board of Directors’ meetings. perform their duties and can obtain any documents They cannot replace Directors and only issue their they deem useful. opinions. Censors may receive compensation. V) The Board of Directors may form committees responsible IV) The Board of Directors may also assign specific tasks for looking into matters that it or its Chairman submit to the censors. for their examination and opinion. It determines the composition and remit of these committees which carry Article 19 The Statutory Auditors out their duties under its supervision. Statutory Auditors are appointed and fulfill their duties in accordance with the law.
Chapter IV Shareholders’ meetings
Article 20 Composition, convening used, all shareholders attending by video conference or and holding of meetings other telecommunication permitting their identification as required by applicable regulations are deemed I) Shareholders’ meetings are convened and deliberate in present for purposes of calculating quorum and majority. accordance with the law. III) Meetings are chaired by the Chairman of the Board of II) Meetings take place either at the headquarters or in any Directors or, in their absence, by the Vice-Chairman. other place specified in the notice of meeting. Failing this, the meeting elects its own Chairman. Shareholders may attend shareholders’ meetings in IV) Minutes are taken of shareholders’ meetings and accordance with the law. copies or extracts provided and certified in accordance Any shareholder may take part in shareholders’ meetings with law. either personally or by appointing a proxy. They may also attend any Shareholders’ Meeting by postal vote Article 21 Voting rights according to the laws and regulations in force. When ordinary shares are held in usufruct, their right to The Board of Directors is empowered to authorize vote at ordinary shareholders’ meetings belongs to the transfer by telecommunications (including by electronic usufruct‑holders. However, shareholders may agree among media) to the Company of the postal proxy and voting themselves any other allocation of the exercise of voting forms in accordance with applicable law and regulations. rights at shareholders’ meetings. In this case, they must notify their agreement to the Company by registered mail When e‑signatures are used, they can take any form that sent to the registered office and the Company will be obliged complies with the conditions set out in the first sentence to respect this agreement at any Shareholders’ Meeting held of paragraph 2 of Article 1367 of the French Civil Code. more than one (1) month after the date the registered letter If the Board of Directors announces in the notice of was sent, as attested by the postmark. meeting that such means of telecommunication may be
44 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP New company articles of association 6
Any shareholder may vote by mail under the terms announces in the notice of meeting, by telecommunications and conditions and using the procedures prescribed (including electronic media). The Company may, to this in accordance with applicable law and regulations. end, use an identification procedure that complies with the Shareholders may, in accordance with applicable law and conditions in the first sentence of paragraph 2 of Article 1367 regulations, send their proxy or voting forms by mail in either of the French Civil Code. paper format or, if the Board of Directors so decides and
Chapter V Parent company financial statements and allocation of results
Article 22 Fiscal year allocated to one or more general or special reserve funds or distributed to shareholders. The fiscal year begins on January first (1) and ends on December thirty‑first (31) of each year. The Shareholders’ Meeting has the power to grant shareholders the option to receive payment of all or part of Article 23 Distribution of profits their dividend or interim dividend in cash or in shares under the conditions laid down by the regulations in force. In addition, Profits for each fiscal year are determined according to the the Shareholders’ Meeting may decide that payment of all legal and regulatory provisions in force. or part of dividends, interim dividends, distributed reserves In the event of a profit for the fiscal year after deductions or premiums, or any reduction in capital, will be deducted to establish or increase legal reserves, the Shareholders’ in kind using the Company’s portfolio securities or assets. Meeting, on the proposal of the Board of Directors, may All shareholders share in profits and contribute to losses in deduct any sums that it considers appropriate to be either proportion to their stake in the share capital. retained and carried forward to the next fiscal year or
Chapter VI Dissolution and liquidation – disputes
Article 24 Dissolution and liquidation The net assets subsisting after the reimbursement of the par value of the shares shall be shared between the shareholders Upon the dissolution of the Company, one or more liquidators in proportion to their stake in the capital. shall be appointed by the Shareholders’ Meeting acting under the quorum and majority conditions provided for Article 25 Disputes ordinary general meetings. 6 All disputes that might arise during the lifetime of the The liquidator represents the Company and is invested Company or upon its liquidation concerning the Company’s with the broadest powers to get in the assets, including affairs, whether between the Company and the shareholders out of court. He or she is authorized to pay creditors and to or between the shareholders themselves, will be subject to distribute the available balance. the jurisdiction of the competent courts in the place where The Shareholders’ Meeting can authorize the continuation the registered office is located. of current business or the taking on of new business for the purposes of the liquidation.
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 45 Information concerning members of the Board of Directors whose appointment is proposed to the combined sharholders’ meeting 7
INFORMATION CONCERNING MEMBERS 7 OF THE BOARD OF DIRECTORS WHOSE APPOINTMENT IS PROPOSED TO THE COMBINED SHARHOLDERS’ MEETING
In light of the proposed change in the Company’s governance Meeting to be held to approve the financial statements and management structure, subject to the condition of the fiscal year ending on December 31, 2023. precedent of the Effective Restructuring Date, the proposal • Mr. Carl A. Leaver, born on March 4, 1963, at Warrington, is submitted to the Company’s shareholders to appoint as residing at Wardrobes House, Woodway, HP27 0NL Company Directors: Princes Risborough, United Kingdom for a term of 4 years • Mr. Jean-Paul Bailly, born on November 29, 1946, at Hénin- which will expire at the end of the General Meeting to Beaumont, residing at 38 rue Gay-Lussac, 75005 Paris, be held to approve the financial statements of the fiscal for a term of 1 year which will expire at the end of the year ending on December 31, 2024; General Meeting to be held to approve the financial • Mr. Paul Copley, born on May 4, 1975, at Middlesbrough, statements of the fiscal year ending on December 31, residing at 45 Garden Road, Bromley, BR1 3LU, United 2021; Kingdom, for a term of 4 years which will expire at • Mrs. Caroline Parot, born on January 27, 1972, at Aix‑en- the end of the General Meeting to be held to approve Provence, residing at 5 villa de Villiers, 92200 Neuilly‑sur- the financial statements of the fiscal year ending on Seine, for a term of 2 years which will expire at the end of December 31, 2024. the General Meeting to be held to approve the financial At the first meeting of the Company’s Board of Directors, statements of the fiscal year ending on December 31, which will take place on the Effective Restructuring Date, 2022; it will decide to separate the roles of Chairman and • Mrs. Virginie Fauvel, born on June 27, 1974, at Firminy, Chief Executive Officer of the Company. The Board will residing at 3 rue de Saint-Senoch, 75017 Paris, for a term appoint (i) Mr. Jean-Paul Bailly, currently Chairman of the of 2 years which will expire at the end of the General Supervisory Board, as Chairman of the Board of Directors Meeting to be held to approve the financial statements of the Company, (ii) Mrs. Caroline Parot, currently Chairman of the fiscal year ending on December 31, 2022; of the Management Board, as Chief Executive Officer of the Company, and (iii) Mr. Fabizio Ruggiero, currently Chief • Mrs. Martine Gerow, born on July 6, 1960, at Paris, residing Executive Officer and member of the Board of Directors, at 1 Pan Peninsula Square Flat, 2407 E14 9HJ London, for a as Deputy CEO. term of 3 years which will expire at the end of the General
46 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Information concerning members of the Board of Directors whose appointment is proposed to the combined sharholders’ meeting 7
MR. JEAN-PAUL BAILLY
Appointment submitted for the approval of the shareholders Member of the Board of Directors
Positions and offices held
Positions and offices currently held in companies not controlled (1) by Europcar Mobility Group • Director and member of the Audit and Risk Committee and Chairman of the Investment Committee of Edenred Business address: 38 rue Gay-Lussac Other positions and offices held over the last five years 75005 Paris • Director and member of the Audit Committee and Chairman of the Governance and Age and nationality: CSR Committee of Accor Hotels 74 years old French Management experience Number of Company • Jean-Paul Bailly has devoted his entire career to public service, by participating in the shares held: management and running of two major public companies, the RATP and then La Poste. 500 ordinary shares • He started his career in 1970 at the Régie Autonome des Transports Parisiens (RATP). In 1978, he became head of Coopération Technique Française in Mexico. • He joined RATP again in 1982, where he 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 2002. • He was Chairman and CEO of La Poste from 2002 to 2006, and then Chairman of the Supervisory Board of La Banque Postale from 2006 to 2013. He has served as its Honorary Chairman since October 2013. • He has also been President of Entreprise et Personnel, Vice-President of Confrontations Europe, Chairman of ANVIE and member of the Conseil Economique, Social et Environnemental from 1995 to 2015. • He sits on the Board of Directors of the St. Joseph’s hospital. • Jean-Paul Bailly is a graduate of the École Polytechnique and MIT. He is an officer of the French Legion of Honor and a Commander of the French National Order of Merit.
(1) Articles L. 225‑21‑2, L 225‑77‑2 and L. 225‑94‑1 of the French Commercial Code. 7
(1)
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 47 Information concerning members of the Board of Directors whose appointment is proposed to the combined sharholders’ meeting 7
MS. CAROLINE PAROT
Appointment submitted for the approval of the shareholders Member of the Board of Directors
Positions and offices held
Positions and offices currently held in companies controlled (1) by Europcar Mobility Group • Chairwoman of Europcar Services, Unipessoal, Lda Business address: • Member of the Board of Directors and Chairwoman of the Audit and Financing Europcar Mobility Committee of Ingenico Group S.A. Other positions and offices held over the last five years 13 ter, boulevard Berthier 75017 Paris • Director of Car2Go Europe GmbH Age and nationality: Management experience 49 years old French • Caroline Parot joined the Group in 2011, serving initially as Group management controller Number of Company (2011‑2012) before taking on the role of Chief Financial officer in March 2012. She served shares held: as Deputy CEO, Finance from May 20, 2015, then Deputy CEO from July 22, 2016, before 149,057 ordinary shares resigning from this role when she was appointed Chairwoman of the Management Board on November 23, 2016. • 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 Thomson-Technicolor’s debt. • She also served as Technicolor’s Chief Financial officer for the Technology sector (2008‑2009) and as controller in the Department of Intellectual Property and License Management (2005‑2008). • Until 2005, she was an auditor with Ernst & Young, where she began her career in 1995. • Ms. Parot holds a DEA in Mathematical Economics from the Panthéon-Sorbonne University and a Master’s in Finance from the École Supérieure de Commerce de Paris. She also holds a DESCF (an accounting and financial diploma).
(1) Articles L. 225‑21‑2, L 225‑77‑2 and L. 225‑94‑1 of the French Commercial Code.
48 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Information concerning members of the Board of Directors whose appointment is proposed to the combined sharholders’ meeting 7
MS. VIRGINIE FAUVEL
Appointment submitted for the approval of the shareholders Member of the Board of Directors
Positions and offices held
Positions and offices currently held in companies not controlled (1) by Europcar Mobility Group • Member of the Management Board of Euler Hermes (2) Business address: • Director and member of the Nominations Committee of Neopost (2) 1 place des Saisons • Director of Creadev 92048 Paris-La Défense Cedex Other positions and offices held over the last five years Age and nationality: • Director and member of the Executive Committee of Allianz France (Germany) 45 years old French Management experience Number of Company • A graduate of the École des Mines in Nancy, Virginie Fauvel began her career in 1997 shares held: at Cetelem as the Head of Risk Scoring and then as Director of CRM, before becoming 500 ordinary shares Director of World Internet Strategy in 2004 and then Director of the e‑business France unit in 2006. • She joined BNP Paribas’s retail bank next, in 2009, where she directed and developed the online bank before becoming Director of European online banks in 2012. In that capacity, in mid‑2013 she launched HelloBank!, the first 100% mobile European bank. • She joined Allianz France in July 2013 as a member of the Executive Committee in charge of Digital and Market Management. • Virginie has been a member of the Conseil national du numérique (National Digital Council) from 2013 to 2016. • Since January 15, 2018, she has been a member of the Management Board of Euler Hermes, in charge of the Americas region and Group transformation. • She has been a Member of the Board of Neopost since June 2016 and of Creadev since May 2019. • Virginie Fauvel is a Chevalier of the French National Order of Merit.
(1) Articles L. 225‑21‑2, L 225‑77‑2 and L. 225‑94‑1 of the French Commercial Code. (2) French listed company. 7
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 49 Information concerning members of the Board of Directors whose appointment is proposed to the combined sharholders’ meeting 7
MRS. MARTINE GEROW
Appointment submitted for the approval of the shareholders Member of the Board of Directors
Positions and offices held
Positions and offices currently held in companies not controlled (1) by Europcar Mobility Group • Executive Vice President Finance of American Express Global Business Travel (USA) Business address: • Chairman of the Audit Committee of Keolis 5 Churchill Place, Other positions and offices held over the last five years Canary Wharf London, E14 5HU United Kingdom • Executive Vice President of Carlson Wagonlit Travel (USA) Age and nationality: • Chairman of the Audit Committee of Bpifrance Participations SA 59 years • Member of the Audit Committee of HSBC France French and American Number of Company Management experience shares held: 500 ordinary shares • Martine Gerow joined PepsiCo in the United States in 1989 and was appointed acting CFO of BN in France in 1995. She was then appointed Chief Financial officer of PepsiCo France in 1998. In 2002 she took up the position of CFO of the Danone Group’s Drinks division before being promoted to Group Financial Controller in 2005. • Martine Gerow was appointed CFO of Campofrio Food Group in Madrid in 2005. She returned to France in 2010 as Vice President Finance of Solocal Group (YellowPages). After spending three years as Executive Vice President and CFO of Carlson Wagonlit Travel, Martine was appointed to her current post of Executive Vice President, Finance of American Express Global Business Travel in London. • Martine Gerow has extensive experience as Chair and/or a member of audit committees of large corporates, including Keolis, Bpifrance Participations and HSBC. Her international profile, financial skills and experience in the digital transformation of Solocal and in the transport sector at Keolis would be excellent advantages for the Company’s Supervisory Board. • Martine is a graduate of HEC Paris and Columbia University in New York.
(1) Articles L. 225‑21‑2, L 225‑77‑2 and L. 225‑94‑1 of the French Commercial Code.
50 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Information concerning members of the Board of Directors whose appointment is proposed to the combined sharholders’ meeting 7
MR. CARL LEAVER
Appointment submitted for the approval of the shareholders Member of the Board of Directors
Positions and offices held
Positions and offices currently held in companies not controlled (1) by Europcar Mobility Group • Chairman of the Board of Directors, TOPHAT ENTERPRISES Ltd (since 2019) Business address: • Chairman of the Board of Directors, LEBARA BV (since 2019) Wardrobes House, Other positions and offices held over the last five years Woodway, HP27 0NL Princes Risborough, • Chairman of the Board of Directors, EIRCOM Group and EIRCOM Ltd United Kingdom • Chairman of the Board of Directors, C1 2014 Ltd Age and nationality: • Executive Vice President and Chief Executive Officer, LADBROKES Coral Group and 57 years GALA Goral Group English Number of Company Management experience shares held: 0 ordinary shares • Carl started his career in 1995 in the WHITBREAD HOTEL COMPANY where he was Head of Sales. He went on to occupy several positions in the company where he stayed until 2003. He was Chief Executive Officer of DE VERE Group from 2003 to 2006, giving him a solid background in the hotel business. • He held the position of Director of the International division at Marks&Spencer’s Home & Direct division from 2007 to 2009 and joined GALA Coral as CEO before the merger with LADBROKES plc to form LADBROKES Coral Group. He was appointed Vice President of the new group. • Carl is currently Chairman of the Board of Directors of LEBARA Group BV.
(1) Articles L. 225‑21‑2, L 225‑77‑2 and L. 225‑94‑1 of the French Commercial Code.
7
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 51 Information concerning members of the Board of Directors whose appointment is proposed to the combined sharholders’ meeting 7
MR. PAUL COPLEY
Appointment submitted for the approval of the shareholders Member of the Board of Directors
Positions and offices held
Positions and offices currently held in companies not controlled (1) by Europcar Mobility Group • Member of the Creditors Committee of Intu Properties plc (2020) Business address: • Non-Executive Director of Noble Group Holdings Limited (2020) 45 Garden Road, BR1 • Advisor, Co‑operative Bank plc (2020) 3LU Bromley, United Kingdom Other positions and offices held over the last five years Age and nationality: • Receiver, OW Bunker & Trading A/S (2019) 45 years • Non-Executive Director, Co‑operative Bank plc (2018‑2019) English • Director, Phones 4U Limited (2018) Number of Company shares held: • Managing Director, Aldan Management Limited (2018) 0 ordinary shares • Member of the Supervisory Board, Steinhoff International Holdings NV (2018) • Managing Director and Board member, Kaupthing ehf. (2016)
Management experience
• Paul Copley spent 20 years at PwCin the United Kingdom, from 1996 to 2016, and was a partner in the Business Recovery Services practice. • He was also appointed Administrator of Lehman Brothers International (Europe), where he worked from 2008 to 2014. • Paul was Receiver of OW Bunker, the world’s largest independent marine fuel distributor. • Paul left PwC in 2016 to take up the role of CEO and Director of Kaupthing, the Icelandic bank, based in Reykjavík, Iceland. • In parallel, he also holds several Non-Executive Director positions set out above. • Since 2018, Paul Copley has been Managing Director of Aldan Management Limited, a company regulated by the Institute of Chartered Accountants in England and Wales (ICAEW0. • Paul is a graduate of the University of Liverpool, the ICAEW and the Joint Insolvency Examination Board (JIEB).
(1) Articles L. 225‑21‑2, L 225‑77‑2 and L. 225‑94‑1 of the French Commercial Code.
52 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Supervisory Board’s additional report on the compensation policies applicable to the Directors, the Chairman of the Board of Directors, the Chief Executive Officer and the deputy Chief Executive Officer 8
SUPERVISORY BOARD’S ADDITIONAL 8 REPORT ON THE COMPENSATION POLICIES APPLICABLE TO THE DIRECTORS, THE CHAIRMAN OF THE BOARD OF DIRECTORS, THE CHIEF EXECUTIVE OFFICER AND THE DEPUTY CHIEF EXECUTIVE OFFICER
Dear shareholders, • Ms. Virginie Fauvel, born on June 27, 1974, at Firminy, residing at 3 rue de Saint-Senoch, 75017 Paris, for a term Please be advised that the Company’s General Meeting of 2 years which will expire at the end of the General scheduled for January 20, 2021, is being asked to vote on Meeting to be held to approve the financial statements changing the Company’s governance and management of the fiscal year ending on December 31, 2022; structure to governance by a Board of Directors in place of its current structure of governance by a Management • Ms. Martine Gerow, born on July 6, 1960, at Paris, residing Board and Supervisory Board. This proposal to change the at 1 Pan Peninsula Square Flat, 2407 E14 9HJ London, for a governance structure is described in greater detail in the term of 3 years which will expire at the end of the General Management Board’s report on the draft resolutions being Meeting to be held to approve the financial statements presented for approval by the General Meeting. Please refer of the fiscal year ending on December 31, 2023; to this report for more information. • Mr. Carl A. Leaver, born on March 4, 1963, at Warrington, In accordance with the new provisions of Articles L. 225‑37‑2 residing at Wardrobes House, Woodway, HP27 0NL and L. 225‑82‑2 of the French Commercial Code added Princes Risborough, for a term of 4 years which will expire through the Sapin II law of December 9, 2016, please find at the end of the General Meeting to be held to approve below the compensation policies applicable to the future the financial statements of the fiscal year ending on members of the Board of Directors, the future Chairman of December 31, 2024; the Board of Directors, the future Chief Executive Officer and • Mr. Paul Copley, born on May 4, 1975, at Middlesbrough, the future deputy Chief Executive Officer, subject to approval residing at 45 Garden Road, Bromley, BR1 3LU, United by the General Meeting to be held on January 20, 2021, Kingdom, for a term of 4 years which will expire at of the resolutions relating to the change in the Company’s the end of the General Meeting to be held to approve governance and management structure. the financial statements of the fiscal year ending on Please note as appropriate that the change in the December 31, 2024. Company’s governance and management structure will not During the first meeting of the Company’s Board of Directors, take effect until the date on which all the conditions relating which will be held on the Effective Restructuring Date, the to the actual implementation of the accelerated financial Board of Directors will approve the separation of duties of the safeguard plan have been fulfilled or waived, as this date is Chairman of the Board of Directors and the Company’s Chief acknowledged by the Company’s Management Board (the Executive Officer, and will appoint (i) Mr. Jean-Paul Bailly, “Effective Restructuring Date“). currently Chairman of the Supervisory Board, as Chairman I) Review of the anticipated new of the Company’s Board of Directors, (ii) Ms. Caroline Parot, governance structure currently Chairwoman of the Management Board, as Chief Executive Officer of the Company, and (iii) Mr. Fabrizio As part of the proposal to modify the Company’s Ruggiero, currently Chief Executive Officer and member of 8 governance and management structure, subject to the the Management Board, as deputy Chief Executive Officer. condition precedent of the Effective Restructuring Date, the Company’s shareholders are being asked to appoint as II) Compensation policy applicable to the future Company’s Directors: members of the Board of Directors and the future Chairman of the Board of Directors • Mr. Jean-Paul Bailly, born on November 29, 1946, at Hénin- Beaumont, residing at 38 rue Gay-Lussac, 75005 Paris, The Supervisory Board, taking into account that the for a term of 1 year which will expire at the end of the Company’s change in governance structure is occurring General Meeting to be held to approve the financial in conjunction with its financial restructuring and the statements of the fiscal year ending on December 31, implementation of the accelerated financial safeguard 2021; plan that will be enacted by the Paris Commercial Court, is recommending that the Company shareholders: • Ms. Caroline Parot, born on January 27, 1972, at Aix‑en- Provence, residing at 5 villa de Villiers, 92200 Neuilly‑sur- • transpose mutatis mutandis the compensation Seine, for a term of 2 years which will expire at the end of policy applicable to the members of the Company’s the General Meeting to be held to approve the financial Supervisory Board for fiscal year 2020, as presented statements of the fiscal year ending on December 31, in the report on corporate governance and appearing 2022; in Section 5.3.2.1 of the Company’s 2019 Universal Registration Document, to the future members of the Company’s Board of Directors, while nevertheless
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 53 Supervisory Board’s additional report on the compensation policies applicable to the Directors, the Chairman of the Board of Directors, the Chief Executive Officer and the deputy Chief Executive Officer 8
changing the total annual amount of the package III) Compensation policy applicable to the allocated to the members of the Board of Directors future Chief Executive Officer and the (other than the Chief Executive Officer and member of future deputy Chief Executive Officer the Board of Directors representing employees) for fiscal The Supervisory Board, taking into account that the year 2021, reducing it to €250,000 from the current sum Company’s change in governance structure is occurring of €550,000; and in conjunction with its financial restructuring and the • transpose mutatis mutandis the compensation policy implementation of the accelerated financial safeguard applicable to the Chairman of the Company’s Supervisory plan that will be enacted by the Paris Commercial Court, Board for fiscal year 2020, as presented in the report on is recommending that the Company shareholders: corporate governance and appearing in Section 5.3.2.1 of • transpose mutatis mutandis the compensation policy the Company’s 2019 Universal Registration Document, applicable to the Chairwoman of the Company’s to the future Chairman of the Company’s Board of Management Board for fiscal year 2020, as presented Directors, while nevertheless changing the compensation in the report on corporate governance and appearing of the Chairman of the Board of Directors by reducing it in Section 5.3.1.1 of the Company’s 2019 Universal to a fixed annual amount of €150,000 for fiscal year 2021 Registration Document, to the future Chief Executive from the current sum of €165,000. Officer of the Company; and The Supervisory Board believes that this transposition is • transpose mutatis mutandis the compensation justified because it will provide continuity in the compensation policy applicable to the members of the Company’s policy applicable to the members of this collegial governance Management Board (other than the Chairwoman of the body between the date of the Company’s General Meeting Management Board) for fiscal year 2020, as presented that approved the financial statements of the fiscal year in the report on corporate governance and appearing ended December 31, 2019, and the date of the Company’s in Section 5.3.1.1 of the Company’s Universal Registration General Meeting that will approve the financial statements Document, to the future deputy Chief Executive Officer. of the fiscal year ended December 31, 2020. The Supervisory Board believes that this transposition In addition, please note that (i) the Chief Executive Officer, is justified because the duties of Chief Executive Officer in her capacity of Director, and the member of the Board and deputy Chief Executive Officer will be performed by of Directors representing employees will not receive the same persons who currently serve as Chairwoman of compensation for performing their duties as members the Management Board and member of the Management of the Board of Directors, (ii) the variable portion of the Board. compensation that may be paid to the Chairman of the Board of Directors and to the chairs of the committees that IV) Payment of the compensation components will be established in accordance with the provisions of the Please note that the fixed, variable and exceptional AFEP-MEDEF Code will be higher than the amount paid to components of the total compensation and benefits of each of the other members of the Board of Directors, and all kinds that will have been paid or awarded for the fiscal (iii) the Board of Directors will distribute the aforementioned year ended December 31, 2020, to Ms. Caroline Parot (in amount among the members of the Board of Directors based her capacity of Chairwoman of the Management Board), on their attendance at Board meetings and the meetings of to Mr. Fabrizio Ruggiero (in his capacity of member of the committees that will be established in accordance with the Management Board and Chief Executive Officer), the provisions of the AFEP-MEDEF Code, and based on the to Mr. Olivier Baldassari (in his capacity of member of the amount of time they devote to their duties. Management Board), to Mr. Albéric Chopelin (in his capacity of member of the Management Board) and to Mr. Jean- Paul Bailly (in his capacity of Chairman of the Supervisory Board), and to all the members of the Supervisory Board, will be subject to approval by the Company’s General Meeting that will approve the financial statements of the fiscal year ended December 31, 2020. The Supervisory Board
54 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Request for additional documents 9
REQUEST FOR 9 ADDITIONAL DOCUMENTS ORDINARY AND EXTRAORDINARY ANNUAL SHAREHOLDERS’ MEETING ON JANUARY 20, 2021
Request for additional documents
I, the undersigned:
Name ...... First name (s) ...... Address......
owner of: ...... nominative share(s) and/or, of: ...... bearer share(s),
ask to receive the documents and information mentioned in Article R. 225- 88 of the French Commercial Code, the documents and information referred to in Articles R. 225‑81 and R. 225‑83 of the French Commercial Code and relating to the Combined General Meeting of the company Europcar Mobility Group S.A. held on January 20, 2021.
Method of communication of the documents and information: ® email ® postal mail 9 Signed in ...... , on ......
Signature:
This request shall be addressed to: BNP Paribas Securities Services CTO Assemblées Générales Les Grands Moulins de Pantin 9, rue du Débarcadère
# 93761 Pantin Cedex
EUROPCAR MOBILITY GROUP JANUARY 20, 2021 CONVENING NOTICE 55 56 JANUARY 20, 2021 CONVENING NOTICE EUROPCAR MOBILITY GROUP Photos credits: Europcar Design and production: Agence Marc Praquin
Registered Office 13 ter boulevard Berthier 75017 Paris (France)
Europcar Mobility Group Public Limited company (société anonyme) with a Management Board and a Supervisory Board Paris Trade and Companies Register no. 489 099 903 with capital of €163,884,278 www.europcar-mobility-group.com