REGISTRATION DOCUMENT including the annual fi nancial report 2015 CONTENTS 04 SOCIETAL, SOCIAL AND ENVIRONMENTAL INFORMATION 249 Key fi gures 24.1 CSR organizational overview 250 Group history 44.2 Europcar, promoting sustainable, shared mobility 251 4.3 Europcar, renting cars responsibly 255 4.4 Concordance tables 265 01 4.5 Methodology note 267 OVERVIEW OF EUROPCAR 4.6 ILO report 270 AND ITS ACTIVITIES 11 1.1 History and development 12 1.2 Group profi le 14 05 1.3 Presentation of the Group’s market CORPORATE GOVERNANCE 273 and competitive environment 16 5.1 Management and supervisory bodies 274 1.4 Competitive strengths 20 5.2 Role and activities of the supervisory board 293 1.5 Strategy 26 5.3 Compensation and other benefi ts in kind 1.6 Description of the Group’s business 29 received by corporate offi cers 310 1.7 Organization chart 58 5.4 Summary statement of transactions 1.8 Research and development, patents and licenses 62 in Company securities by corporate offi cers 319 1.9 Property, plant and equipment 63 06 02 INFORMATION ON THE COMPANY RISK FACTORS 65 AND ITS SHARE CAPITAL 321 2.1 Risks relating to the Group’s industry and markets 66 6.1 Information on the Company 322 2.2 Risks related to the business 69 6.2 Constitution and bylaws 322 2.3 Risks relating to the Group’s fi nancial structure 6.3 Share capital 334 and profi le 79 6.4 Main shareholders of the company 340 2.4 Regulatory and legal risks 85 6.5 Profi t-sharing agreements and incentive plans 2.5 Regulatory, legal and arbitration proceedings 92 – employee shareholders 344 2.6 Financial risks 94 6.6 Disclosures pursuant to Article L. 225-100-3 of the French Commercial Code 345 2.7 Insurance and risk management 94 6.7 Dividend distribution policy 345 03 07 ACCOUNTING AND FINANCIAL INFORMATION 99 ADDITIONAL INFORMATION 349 7.1 Persons responsible 3.1 Analysis of Group results 100 for the Registration Document 350 3.2 Liquidity and capital resources 120 7.2 Related party transactions 351 3.3 Investments 145 7.3 Signifi cant contracts 353 3.4 Consolidated fi nancial statements 7.4 Statutory Auditors’ Special Report on related and Statutory Auditors’ report 147 party agreements and regulated commitments 354 3.5 Analysis of the results of Europcar Groupe S.A. 218 7.5 Statutory Auditors’ fees 357 3.6 Company fi nancial statements 7.6 Publicly available documents 357 and Statutory Auditors’ report 221 7.7 Concordance tables 3.7 Outlook for fi nancial year 2016 245 (European regulation no. 809/2004, 3.8 Information on mid-term trends and objectives 247 annual fi nancial report, Management Board 3.9 Signifi cant change in the fi nancial report, concordance tables of social, or business position 248 societal and environmental data) 358 3.10 Comments from the Supervisory Board 7.8 Glossary 364 regarding the Management Board’s report and the fi nancial statements for the year ended December 31, 2015 248 REGISTRATION2015 DOCUMENT ANNUAL FINANCIAL REPORT GENERAL COMMENTS This Registration Document (hereinafter the “Registration Pursuant to Article 28 of EU regulation 809/2004, the following Document”) also includes: information is incorporated by reference in this Registration Document: a the annual financial report that must be prepared and published by all listed companies within four months of the a the consolidated fi nancial statements of the Group for the start of each fi nancial year, in accordance with Article L. 451-1-2 years ended December 31, 2012, 2013 and 2014, contained of the French Monetary and Financial Code and Article 222-3 of in Section 20.1.1 on page 293, which in turn make reference the AMF General regulation; and to Annex II of the Registration Document fi led with the AMF on May 20, 2015 under number I.15-041 (the “Registration a the annual management report of the Management Board Document ”); of Europcar SA, which must be submitted to the General Meeting of shareholders called to approve the financial a the report of the Statutory Auditors on the consolidated fi nancial statements of each fi nancial year, in accordance with Articles statements of the Group for the years ended December 31, L. 225-100 et seq. of the French Commercial Code. 2012, 2013 and 2014, contained in Section 20.1.2 of the Registration Document , on pages 293-294 (inclusive); Two cross-reference tables on pages 358 et 359 identify the information related to these two reports. a the comparison of results for the years ended December 31, 2014 and 2013, contained in Section 9.2 of the Registration In this Registration Document, the terms the “Company,” Document on pages 165-171 (inclusive). “Europcar” and “Europcar Groupe S.A. ” mean the Europcar Group, the holding company of the Group, and the words, The s ections of these documents not included by reference in “Europcar” and “the Group” should be understood as this document are either irrelevant to current investors or are references to Europcar Groupe S.A. and all companies included addressed in another part of the Registration Document. in the consolidation. Pursuant to its General regulation, notably Article 212-13, the French Financial Markets Authority (the “AMF”) registered this Registration Document on April 14, 2016 under number R. 16-021 . This document may only be used in support of a fi nancial transaction if supplemented by a securities note approved by the AMF. It was prepared by the issuer and is the responsibility of its signatories. It was registered, pursuant to the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, after the AMF had verifi ed that it is complete and comprehensible, and that the information it contains is consistent. It does not imply authentication by the AMF of the accounting and fi nancial information contained therein. Copies of this Registration Document may be obtained free of charge from Europcar Groupe S.A. , 2 rue René Caudron, Bâtiment OP, 78960 Voisins-le- Bretonneux, as well as on the websites of Europcar Groupe (www.europcar-group.com) and the AMF (www.amf-france.org). This Registration Document in English is a translation of the French “Document de référence” provided for information purposes. This translation is qualifi ed in its entirety by reference to the “Document de référence”. EUROPCAR REGISTRATION DOCUMENT 2015 1 KEY FIGURES A dense network of local stations to serve clients all over the world Corporate Countries International Franchises Partnerships 3,points of 600sales worldwide Presence in over 140 1, 928 1,stations 654 operated 140 countries stations operated directly or as franchises by agents 2 EUROPCAR REGISTRATION DOCUMENT 2015 2015 was an outstanding year for the Europcar Group, marked by the success of its IPO. This achievement was driven by the successful roll-out of the fi rst phase of the Group’s transformation plan, Fast Lane. The year also produced excellent fi nancial results, thanks to the contribution of each of the Group’s subsidiaries and the many commercial initiatives rolled out. PHILIPPE GERMOND Chairman of the Management Board One of the world’s largest car rental networks A205, vehicle fl eet that is 400 serviced of65 experience regularly and environmental friendly Over € 6,employees 000 2million ,of142 revenue in 2015 Breakdown of 2015 revenue Rental income by region (2015)(1) Rental income by customer (2015)(2) 26% 10% 56% Germany Spain Leisure 22% 5% UK Portugal 44% Business 17% 3% France Belgium 10% 7% Italy Australia New Zealand (1) Rental income excluding franchises (2) 2015 fi gures for the nine Europcar «Corporate Countries» alone EUROPCAR REGISTRATION DOCUMENT 2015 3 GROUP HISTORY 1971 1949 1957 1970 1951 Founding Europcars of Europcar in Paris by acquires a new Raoul-Louis Mattei Signing of visual identity under the name Creation a cooperation Raoul-Louis Mattei with a new logo «l’Abonnement of the «Europcars» agreement sells Europcars to and a new color: Automobile». brand. with Hertz. Régie Renault. orange. 1949 2001 2003 1989 Europcar becomes Europcar launches the European a new online car rental leader booking tool. thanks to a 1991 This is a strategy based 2004 fundamental on the increase 1996 breakthrough for in the number Europcar: thanks of operating to www.europcar. franchises and the Creation of Acquisition of com (or to local development of Europcar Asia Europcar celebrates Compagnie des The subsidiaries versions), the numerous sales Pacifi c, comprising its 40th anniversary. Wagons-lits by Accor, in Switzerland 200,000 vehicles partnerships with nine countries. The Group replaces who thus becomes and the Netherlands of the fl eet can be travel agents, Europcar also the orange color the shareholder of are acquired accessed in 118 airlines companies, opens up to with green. Europcar International. by franchisees. countries. etc. South America. 4 EUROPCAR REGISTRATION DOCUMENT 2015 1974 1980 1979 The Europcar network now 1988 comprises 212 agencies in France, 1973 743 in Europe, Africa To bolster this The «s» disappears and the Middle image, Europcar and the brand East, with a fl eet of becomes becomes 9,000 vehicles and involved in sports Renault is replaced Creation of «Europcar». more than 1,000 sponsoring. The by Compagnie des subsidiaries in Creation of employees serving Group sponsors a Wagons-lits and Germany, Belgium, subsidiaries in an increasingly Formula 1 Renault then Volkswagen. the Netherlands Spain, the UK, Italy international team and the InterRent and and Switzerland. and Portugal. customer base. Paris-Dakar rally. Europcar merge. 2005 2012 2006 Europcar joins the United Nations Global Compact launched by Kofi Annan 2015 at the World Economic Forum in Davos.