Ayvens at a glance

1.1History and development

The Company was incorporated in 1998 under its former corporate name “Lysophan”. In 2001, the former corporate name was replaced by “ALD International”. In March 2017, this was in turn changed to “ALD”. In October 2023, the new brand “Ayvens” was launched following the acquisition of LeasePlan, to unite ALD and LeasePlan together under a single identity.

Key milestones in the Company’s development include the acquisition by Societe Generale, its parent company, of Deutsche Bank’s European car leasing activity in 2001 and Hertz Lease Europe in 2003, thereby consolidating the Group’s leading market position in almost all of its key European markets.

Since 2004, the Group has established multiple subsidiaries in Central and Eastern Europe and South America, Africa and Asia. Already present in the BRIC countries (Brazil, Russia and India – plus China, which it exited in 2020), the Group has further expanded into Latin American countries, notably Mexico, Chile, Peru and Colombia, and has built up strong positions in markets outside Western Europe.

In 2009, the Group entered into a global strategic co-operation alliance with Wheels, a specialist and leader in vehicle Fleet Management for large corporate customers in North America. In 2012, the Group entered into a similar alliance with Fleet Partners, which extended its coverage in the Asia Pacific region. In 2014, another strategic alliance was signed with ABSA (South Africa-based company Absa Vehicle Management Solutions), which extended its coverage to South Africa. In 2016, the Group expanded its strategic alliance in the Latam region: in Argentina and Uruguay with Autocorp and Central America with Arrend. In 2020, new alliance were added in Asia, notably with Mitsubishi Auto Leasing Corporation in Japan, with Mitsubishi HC Capital Inc. in Malaysia, and with Shouqi in China. In 2023, the alliance with Fleet Partners in Australia and New Zealand was terminated and replaced by an alliance with SG Fleet. These alliances helped to expand the Group’s global presence which included, either directly or through such alliances, 57 countries as at the date of this Universal Registration Document.

In addition to its regional alliances, the Group has forged partnerships with 460 car manufacturers, banks and insurers, energy suppliers and mobility platforms. Aside from its direct distribution, the Group uses indirect distribution channels to offer its Full Service Leasing and Fleet Management.

In 2017, Societe Generale sold a total of 20.18% of ALD’s issued share capital via an initial public offering (IPO) announced on 5 June 2017. The objective of the IPO was to enable the ALD Group to gain visibility and reputation in the mobility ecosystem as well as to access new means of financing and to increase its capacity to accelerate its development and seize new growth opportunities in both the corporate and B2C markets. ALD’s shares commenced trading on the regulated market of Euronext Paris on 16 June 2017. 

In 2021, the Group strengthened its position in Europe through the acquisition of Bansabadell Renting, boosting its presence in Spain. Moreover, the acquisition of a stake in Skipr offered the Group new growth opportunities in the field of consulting services for mobility transformation with digital access to multi-modal, flexible and sustainable solutions and the capacity to bolster its ALD Move offer in Europe.

In 2022, ALD successfully completed an EUR 1.2 billion rights issue, securing the financing of part of the cash component of the acquisition price for LeasePlan, one of the world’s leading Fleet Management and mobility companies.

In May 2023, ALD closed the acquisition of 100% of LeasePlan, for a total consideration of EUR 4.9 billion (1), paid through a combination of cash and ALD shares, to create the leading global sustainable mobility player with a total fleet of circa 3.4 million vehicles. Upon the acquisition of LeasePlan, which holds a banking licence, ALD became a Financial Holding Company, a regulated institution supervised by the European Central Bank.

In September 2023, ALD I LeasePlan presented its “PowerUP 2026” strategic plan, following the transformative acquisition of LeasePlan.

In October 2023, ALD I LeasePlan unveiled “Ayvens”, its new global mobility brand, which represented another strategic milestone in the Company’s development and highlights the new brand promise.

In March 2024, Ayvens obtained the Declaration of No-Objection (DNO) approval from European Central Bank and De Nederlandsche Bank (the Dutch Central Bank) in March 2024, opening the way to legal and IT migrations throughout the Group. 

1.2Detailed profile

1.2.1Business model

Ayvens is a Full Service Leasing (2) (“Full Service Leasing”) and Fleet Management (3) (“Fleet Management”) Group with a managed fleet of 3.3 million vehicles as at 31 December 2024. It operates directly in 41 countries and through commercial alliances indirectly in 16 additional countries as at the date of this Universal Registration Document. The Group is active on the whole Full Service Leasing value chain and focuses on providing solutions encompassing a broad range of services that can also be provided on a standalone basis.

The Group benefits from a diversified income base consisting of three principal components: the Leasing margin (“Leasing margin”), the Services margin (“Services margin”, and together with the Leasing margin, the “Total Margins”) and the Used Car Sales result  and depreciation adjustments (“Used car sales result and Depreciation adjustments”).

Under its primary product offering, Full Service Leasing, the Group purchases vehicles with a view to leasing them to its customers. During the lease period, it earns a financing spread (Leasing margin) equal to the difference between, on the one hand, the leasing contract revenue it receives from customers, equal to the expected depreciation of the leased vehicle plus the interest charge for funding the vehicle as well as other associated costs, and, on the other hand, the leasing contract costs, which are comprised of the costs for the expected depreciation of the leased vehicle and the costs of funds the Group incurs to fund the vehicles.

The Group also generates income from the wide range of services that it offers under both its Full Service Leasing and Fleet Management products, such as maintenance and repairs, insurance, tyres and replacement vehicles. This income is referred to as the Services margin, representing the difference between the fixed costs invoiced in the monthly rental and the costs incurred by the Group in providing these services.

Lastly, the Group generates income from the remarketing of its used vehicles at the termination of a lease contract, referred to as the Used Car Sales result. The Group markets and sells used vehicles at the end of their lease through various channels: professional dealers or traders, directly to the users of the vehicles or sales to individual customers, respectively through its global auction platforms dedicated to traders and dealers (Ayvens Carmarket) and through online vehicle sales to retail customers (under the Ayvens brand) with the support of 50 showrooms in 21 countries. Ayvens Carmarket is the main channel used to market and resell its used vehicles. Via this website, the Group can also remarket, on behalf of its customers and partners, used cars which it does not own, earning a fee from the proceeds of the sale. Depreciation adjustments are part of the Used car sales activity and represent an estimation of expected gains or losses on future disposal of vehicles and are spread over remaining duration of contracts.

The following table sets out the distribution of the Group’s  consolidated Gross operating income (“Gross operating income”) for the financial years ended 31 December 2024, 2023 and 2022:

1.2.2Market and product offering

Fleet growth over the years

The Ayvens offering meets all customer needs

1.2.2.1Offers

In addition to traditional Full Service Leasing offers, Ayvens has developed new mobility offers, such as Ayvens Flex, resembling a subscription contract, and Move, which does not necessarily include a vehicle. These products are detailed in Section 1.2.8.2 “Innovative products” of this Universal Registration Document.

Full Service Leasing

Full Service Leasing allows customers to use a vehicle without legal ownership.

In a full service lease, the customer pays a monthly rent which covers the financing, depreciation of the vehicle and the cost of various management services provided relating to the vehicle (such as insurance, tyres, repair, replacement car, fuel card and insurance). The fixed monthly lease payment gives the customer visibility and stability in his/her vehicle lease costs. This also means he/she does not have to use his/her own funding to acquire the vehicle.

A full service lease includes various management services, which help simplify the customer’s fleet administration: by thus delegating the management of its fleet, the customer avoids the need for an internal operating structure managing the relationship with drivers, suppliers and car manufacturers and having to sell the vehicle at the end of the lease while optimising costs. Customers also benefit from increased controls on drivers and fleet managers by the service provider, thereby improving efficiency, controlling costs and allowing the customer to focus on his/her core competencies.

Services included in a full service lease contract are tailored to the specific needs of customers. Under the fixed-payment model, customers pay a fixed monthly cost, but are not provided with a breakdown of the actual costs of the services incurred. The leasing company absorbs both positive and negative variances from the contracted costs. No settlement of the difference between actual and fixed contracted costs occurs at the end of the contract.

Under a full service lease, vehicles are chosen by the customer, together with the desired associated services. The leasing company has a consulting role and will advise the customer on selecting the vehicle-related services. Typical services available under a full service lease include the following:

• designing a car policy and vehicle selection – the customer can choose the type of vehicle (brand, powertrain, drive, model and options) he/she wishes to include in their car policy. The leasing company purchases the vehicle selected by the customer or the driver;
• repair, maintenance and tyres – the leasing company provides repair, maintenance and tyre replacement services for both routine and emergency situations through its network of selected workshops and tyre fitters;
• insurance – third party liability, theft, passenger and material damage insurance;
• driver support and breakdown assistance – examples include a customer support telephone line to support drivers in case of emergency, breakdown or for any other need;
• replacement vehicles – the leasing company may arrange for provision of a replacement vehicle in case of routine maintenance or accident repairs;
• other – tailor-made customer services, such as car-sharing solutions, advisory and provision of electric recharging facilities and recharging cards to support customers in their transition to sustainable mobility.

Fleet Management

Fleet Management is the provision of outsourcing contracts to customers under which vehicles not owned by the Group are managed by the Group. The customer pays fees for the cost of various Fleet Management services provided by the Group. These services are generally identical to those listed under the Full Service Leasing product above, with the exception of the financing and remarketing, as the vehicle is owned by the customer.

1.2.2.2Growth trends and drivers

1.2.2.2.1New mobility paradigms

Vehicles are increasingly becoming electrified, shared, connected and autonomous, with demand for mobility being strongly impacted by four megatrends: usership, digital, demand for flexible and shared mobility and electrification.

These megatrends are expected to shape the future of the mobility sector for the coming  years:

• usership: the mobility sector has seen a strong push away from ownership of assets, including cars, with usership becoming the norm for both corporates and private individuals;
• digital: technology and digitalization have enabled the introduction of new products and services, leading to increased expectations from customers for on-demand mobility solutions;
• flexible and shared mobility: demand for flexible products and services is also driving significant changes in customer demand and behaviour;
• electrification: growing environmental awareness and changes in customer behaviour have led to a sizeable increase in demand for more sustainable mobility solutions. Electric vehicles (“EV”)(6) are expected to continue to replace internal combustion engine ("ICE") cars over the coming years, with electric registrations reaching circa 60% in 2030(7). The trend is anticipated to continue over the long term, as evidenced by the vote by the European Parliament on 8 June 2022 (amending Regulation (EU) 2019/631) to ban the sale of new ICE vehicles in the European Union from 2035.

These megatrends will accelerate the transformation of the mobility sector and create strong growth opportunities for the coming years.

1.2.2.2.2Market growth perspectives

New customer segments

Fleet leasing companies are currently active in three main customer segments: corporates, small and medium-sized enterprises (“SMEs”) and individuals. Further growth is expected in each of these three segments, mainly driven by the impact of the aforementioned four megatrends.

• Corporates. Historically, this has been the largest segment for fleet leasing companies, as large corporates looked to outsource non-core activities. This segment has experienced renewed growth potential stemming from the strong corporate demand for EV. In the period towards 2030, Ayvens expects moderate growth in the corporate segment;
• SMEs. An increasing number of SMEs have resorted to fleet leasing in recent years and this segment – addressed mainly through partnerships – has not yet reached its full potential and is expected to continue to grow in the future;
• Consumers. Private lease activity has been historically limited as individuals adopted other financing solutions (direct purchases, consumer loans, etc.). Appetite for leasing solutions has been growing recently as individuals turn to usership, with a preference for more expensive cars (notably electric ones’) and a large and high-quality services offering. Overall, average growth of European new car registrations is expected to grow significantly.

The new mobility sector paradigms are also expected to open additional addressable customer segments for fleet leasing companies, notably light commercial vehicles (“LCVs”) and employees (Business-to Business-to-Employee, or B2B2E).

• LCVs. At the end of 2024, the Light Commercial Vehicle (LCV) market grew by 8.3% vs 2023 (+121,000 units) to 1.6 million registrations, marking its best year since 2019. Within this growth, 90.5% were Internal Combustion Engine (ICE) vs 6.1% e-LCV, signalling a slower transition period for the LCV market(8). 
• Ayvens' growth is aligned with this market development, with the expectation that there will continue switch from outright purchase, or finance lease to operational lease. 
• LCVs remains a strategic focus for Ayvens, particularly in the e-commerce, infrastructure and last-mile delivery markets(9), which continue to expand(10) and has led to an increased demand for LCVs. These segments will remain a key area of interest for Ayvens, supporting the already established Corporate & SME sectors(11). By leveraging consultancy tools, expert fleet advice, and an established European representation, the Group ensures long-term success in transitioning customers to electric whilst maintaining LCVs fit for purpose.
•  
• Ayvens differentiates itself through its strong market presence, integrating the ex-ALD and ex-LeasePlan's LCV expertise and forming strategic partnerships with major OEMs and suppliers.
• On the regulatory front, Ayvens actively supports customers in transitioning to electric LCVs through fleet advice, through leadership, and TCO analysis. Dedicated tools facilitate this shift, ensuring compliance with evolving regulation.
• B2B2E. Data-driven digital solutions are facilitating the ability to serve corporate clients’ employees, which is expected to generate profitable growth in this segment.

Products and services

In addition to current products and services provided by fleet leasing companies (car financing, maintenance and repair, insurance, digital services, etc.), the mobility sector’s substantial transformation is expected to lead to the development of new mobility products and services.

EV should offer new revenue generation opportunities in the form of consultancy and other services (large corporates seeking to be accompanied in their fleet transition from thermal to electric, access to charging infrastructure, possibility to switch to a thermal vehicle for specific occasions, etc.).

Connected vehicles also create possibilities for new products and services, notably in terms of Fleet Management (reporting, budget, etc.), as well as through telematics, with the deployment of second-generation insurance products.

Enhanced digital capacities will allow for the development of more flexible offers for customers (ability to switch cars on a more frequent basis, access to vehicles for shorter durations, etc.) and multi-modal and shared mobility solutions.

The penetration of these new mobility services is expected to increase rapidly over the coming years, with subscription and flexible lease products expected to grow by an average of approximately 20% per annum between 2021 and 2030 (12) and last-mile delivery growing by approximately 10% per annum over the same period (13).

Overall, both existing and new addressable markets should benefit from these new services, which are expected to accelerate growth and lead to increased revenue generation opportunities.

Ayvens believes it is well-positioned to benefit from all of these trends, with its core products of operating leasing and Fleet Management and its ability to provide flexible use options responding to the mobility demands of all customer segments.

Through its product offering, Ayvens’ business model is ideally placed to address future mobility trends, which will be driven by an increasing use of new technologies, shared mobility, and a shift away from ownership of assets.

1.2.3Competitive environment

1.2.3.1Competitive landscape

Globally, the Full Service Leasing market remains fragmented, with few players providing global coverage. Ayvens became the leading multi-brand player following the acquisition of LeasePlan. Arval is Ayvens’ closest competitor. Other multi-brand companies have traditionally focused on their home market and region (such as Sumitomo and Orix in South East Asia, and American leasing entities such as Element Fleet, Holman and Wheels, present largely in North America). In addition, certain captive financing subsidiaries of car manufacturers are well positioned in the market, generally promoting their own brand.

Among all global operators, Ayvens has the largest geographical coverage, managing circa 3.3 million vehicles across 41 countries as at the date of this Universal Registration Document. The Group has built a global network, successfully rolling out its business model in new customer segments, leveraging its international customer base and its strong commercial partnership culture to penetrate new customer segments. It should be noted that players that are only present in North America, where leases are mainly finance leases, generally lack the expertise to underwrite business in geographies where business is primarily composed of full service leases, notably Europe.

1.2.3.2Competitors

In its activities, the Group competes with other international Fleet Management companies. These include both vertically integrated companies offering Full Service Leasing and financing services and companies that offer Fleet Management only.

The principal international multi-brand leasing companies operating in the same geographic regions as the Ayvens Group are Arval (1.8 million (14) vehicles financed), Leasys (0.9 million vehicles managed), Alphabet (0.7 million (15) vehicles managed) and Athlon/Daimler Fleet Management (0.4 million (16) vehicles managed). In some of the Group’s markets, it also competes with strong local players offering full service leases.

The Group competes with the captive finance subsidiaries of car manufacturers, the largest of which finance fleets that run into several millions. Lastly, the Group also competes with third-party service providers that offer fleet consulting, bidding solutions and procurement.

Competitors in the global leasing services market generally fall into three broad categories based on their ownership structure, namely bank affiliates, car manufacturers’ captives and independent operators. The ownership structure of a given competitor is often a key driver in the nature of its operations.

(i)Bank affiliates

Bank affiliates include entities that are part of a financial group, mostly subsidiaries of banks, such as Arval (BNP Paribas) and Leasys (Credit Agricole). In most cases, multi-brand vehicle leasing activities began as an extension of conventional banking products to meet the needs of corporate customers. Banks have gradually developed semi-autonomous leasing units within their structure.

These bank affiliates leverage the parent bank’s distribution network among others. This serves as a sales channel within a diversified distribution chain for their own leasing products. Bank affiliates are included in the financing plans of their parents and/or affiliates. However, for the most part, they are local or regional players without a global reach.

(ii)Car manufacturers’ captives

Car manufacturers’ captives, i.e. entities owned and controlled by car manufacturers, generally focus on increasing sales of their owner’s vehicle brands. These entities benefit from brand synergies and access to the dealership network of their manufacturer, parent or affiliate, but the growth of the business is tied to the underlying demand for the manufacturer’s specific vehicle brands.

The importance of captive operating lease and Fleet Management companies, such as Volkswagen Leasing, RCI Mobilize, Stellantis and Toyota, is increasing as their parent companies seek to present themselves as all-round providers of mobility solutions which are able to capture a greater share of the market for acquiring and operating vehicles, rather than solely as car manufacturers.

Given the financing advantages enjoyed by leasing businesses owned by financial institutions, the majority of larger car manufacturers have also established special financial services subsidiaries to oversee their cash financing and leasing businesses and, in some cases, to assist in raising funds for their manufacturing businesses.

(iii)Independent operators

Multi-brand independent operators include entities that are not directly related to banking institutions or car manufacturers. Lack of scale and access to external financing on attractive terms are the key challenges faced by such entities.

(iv)Regional players

Regional players are companies that are only present in one country or a small number of countries.

1.2.4Product distribution

The Group has two product offerings: Full Service Leasing and Fleet Management. The following table gives the breakdown of the managed fleet (in thousands of vehicles) by product offering for the financial years ended 31 December 2024, 2023 and 2022:

Full Service Leasing

Full Service Leasing contracts represented 80% of the Group’s fleet as at 31 December 2024. The Group’s full service leases are typically for a duration of 36 to 48 months. 

Within Full Service Leasing, operating leases amounted to EUR 51.5 billion, representing 96% of Ayvens' earning assets.

Fleet Management

Fleet Management represented 20% of the Group’s fleet at 31 December 2024. Through its range of services and specially negotiated rates, the Group provides solutions to customers to identify and control their costs by streamlining and simplifying the Fleet Management process. The Group offers two Fleet Management solutions: (1) a flat rate plan for the services provided and (2) a plan where the Group handles vehicle invoice processing for the customer.

1.2.4.1Customers

The Group has diversified customer base, split between coporates clients for circa 65% of the Group's funded fleet and circa 35% for retail customers (SMEs and individuals). The concentration of the Group’s top 10 customers (17) remained limited at 4.8% as at 31 December 2024 compared to 5.1% as at 31 December 2023. 

The Group’s leasing contracts have an average length of 45 months. The Group strives to establish and maintain a lasting relationship with its customers. To do this, it must maintain an excellent level of service and high customer satisfaction. In addition, for international customers, succeeding in tender processes is essential to retaining or obtaining contracts. The major challenge for the Group is to win calls for tender to maintain or increase the portfolio of vehicles managed for clients.

1.2.4.2Distribution channels

The Group has a customer base accessed through a variety of direct and indirect channels.

Direct sales

Direct sales are made by the Group’s internal sales teams in its different countries of operation supported by the central Ayvens international team. Teams responsible for relations with large accounts coordinate the activity between customers and the various countries concerned. Local Ayvens sales teams bid at tenders from local or international corporate accounts (either corporate or public entities) who receive dedicated sales and account management.

The Group also targets private lease customers directly via its online platform.

Partnership

The Group may enter into a partnership agreement either through White Labelling (see below) or directly under the Ayvens brand. Vehicles may be financed by the Group, the partner, or both.

Through White Labelling, under the terms of which a product is supplied by the Group and then packaged and sold by other companies under different brands (“White Labelling”), partners can offer a full service lease operated by the Group under their own brand name. Thanks to these agreements, the Group has built a powerful network to reach small- and medium-sized enterprises and individuals.

SMEs

The Group uses its partnerships with car manufacturers, banking networks and insurers, energy suppliers and mobility platforms to address the needs of mostly small- and medium-sized enterprises.

B2C – Private lease

The Group has a presence in the private customer (B2C) segment. To reach this recent customer segment and with the aim of optimal operational efficiency, the Group draws on its existing distribution partnerships through online platforms developed in-house.

The Group intends to continue to develop these new channels, including through (i) B2B2C, leveraging its distribution partnerships, (ii) B2C, via the Group’s web portal and external web portals and (iii) B2B2E, to the employees of the Group’s corporate customers.

The Group is able to manage the entire life cycle of leases to private individuals through digital channels. The Group’s flexible offers are particularly adapted to these customers’ needs, as its different offerings allow for a-la-carte services and contract modifications in terms of duration, mileage and other options.

1.2.5Regions

The Group’s wide geographical coverage makes it the largest player in the Full Service Leasing and Fleet Management industry in Europe and the world, allowing it to generate economies of scale reinforcing the Group’s competitive position. As at the date of this Universal Registration Document, the Group had a direct presence in 41 countries spread over five continents, enhanced by strategic alliances in 16 countries.

The following table shows a breakdown of product offerings by number of vehicles and geographic region for the financial year ended 31 December 2024:

Revenues from external customers and fleet by country by countries with Revenues in excess of EUR 1 billion are detailed below (see Section 6.2 note 6 “Segment information” of this Universal Registration Document):

1.2.6Global alliances

In addition to its direct presence in 41 countries as at the date of this Universal Registration Document, the Group provides its customers with access to 16 countries through alliances, including with Wheels in the US, Puerto Rico and Canada, SG Fleet in Australia and New Zealand, ABSA in South Africa, Arrend Leasing in Guatemala, Nicaragua, Honduras, Salvador, Costa Rica and Panama, AutoCorp in Argentina and Uruguay, Mitsubishi Auto Leasing Corporation in Japan and Shouqi in China, following the sale of the former subsidiary in China. These alliances allow the Group and its partners to jointly develop international cross-border business opportunities to provide Full Service Leasing, Fleet Management and other related services to customers in multiple countries. They also provide global account management, consolidated global reporting and dedicated consulting support. This enables the Group to provide harmonised fleet and reporting services that meet the needs of its international customers.

In particular, under these global alliances, the Group and the partner undertake to refer to each other requests from international customers that concern the provision of services in the other party’s geographic focus. The parties generally commit to liaise with each other to prepare answers for tenders, in case of such referral, and, more generally, to exchange information necessary for global responses for tenders and the management of customer accounts. Each party is, however, responsible for making its own credit assessment of its potential customers and for defining its service levels locally. Each party is also entitled to retain all the revenues generated from the provision of services.

They have durations ranging from a three-year term to an unlimited duration cancellable by each party without cause with six months’ notice.

The Wheels global alliance, which has been renewed in October 2024, provides for closer cooperation than other alliances. Under the Wheels global alliance, the Group and Wheels undertake to cooperate on an exclusive basis and not compete in the other party’s geographical zone, to submit joint answers to international customers requiring the provision of services by both parties in their respective geographical areas and to jointly develop and offer to international customers certain combined services. The Wheels global alliance also has an established system of governance for collaboration. It provides for standardised service levels and the carrying out of joint projects with a budget and sharing of costs and expenses. Lastly, it regulates the use by the partners of their respective brands (notably through co-branding).

1.2.7Other service providers

The Group’s value proposition to customers is enhanced through its network of suppliers. In addition to decades of experience working with major car manufacturers, the Group also has strong relationships with dealers, oil companies, suppliers of recharging solutions for EV, garages, tyre dealers, short-term rental companies (which provide pre-delivery and replacement vehicle services), insurance companies and other essential service providers that enable it to deliver tailor-made solutions to its customers at attractive prices.

The Group has entered into framework agreements with a number of these suppliers in order to complement its full service offering and provide its customers with competitively priced vehicle parts, maintenance and repair services. The Group works with car manufacturer dealer networks for car delivery, maintenance and repair and specialised networks for short-term rental, tyres, body repairs, spare parts and glass.

The Group has obtained attractive commercial terms in each of its framework agreements, such as direct discounts on prices, special hourly rates, as well as bonuses based on the achievement of certain volume levels or market shares and other yearly targets. Annual volume targets are negotiated with international suppliers in coordination with local subsidiaries, which obtain the benefit from additional volume rebates on top of those negotiated locally. Local procurement services assess quality, cost and effectiveness in their selection process. They seek, through innovative solutions, to optimise the total cost of ownership for fleet managers and services for drivers.

1.2.8Innovation

The mobility environment is evolving rapidly: on the supply side, new players, new solutions and breakthrough technologies are emerging, while on the demand side there is a clear market trend towards usership instead of ownership, with the driver becoming the decision maker, rather than the car owner.

The Group anticipates connected and intelligent cars becoming the norm in the mid-term. In the long term, the Group expects the introduction of autonomous cars, the development of a multi-player ecosystem and the convergence between corporate and retail needs.

The Group is positioning itself to be at the centre of the development of new mobility solutions by favouring flexibility in its product offering in order to meet all the mobility requirements of customers.   A significant milestone in this journey has been the development of a the new Ayvens Rightsizing Tool, which in 2024 won the prestigious Supplier Innovation award by Fleet Europe. This transformative tool is reshaping corporate fleet management with a focus on TCO optimisation and sustainability. It encourages fleet managers to reduce costs and emissions, fostering a shift towards smaller, smarter, and longer-term contracts. This recognition further solidifies the Group's position in the rapidly evolving mobility landscape.

1.2.8.1Digital solutions

International Digital Framework – A library of functionalities for a customised digital journey

The Group has invested in a framework tool for the implementation of digital new customer acquisition functions. This cutting-edge technology uses an agile approach and enables Ayvens to offer its partners a catalogue of functionalities that fit into their own customer journeys, and ensure perfect integration into their systems. Once the solution is implemented, the customer moves from the partner’s ecosystem to that of Ayvens without experiencing any transition. The process is 100% digital, from the first click to the delivery of the vehicle.

MyAyvens – A unique global platform throughout the lease

The Group has developed online tools to meet the needs of its customers throughout the term of the lease. The current digital portals of ALD (MyALD) and LeasePlan (MyFleet) will be integrated into one single platform under MyAyvens, for progressive implementation across the Group. This new portal will provide one central point of connection to drivers and fleet managers for accessing fleet data and contract information, reporting tools, car configurator, web quoter and various self-serve online services.

Connected cars

The connected cars offering encompasses all devices that capture data on vehicle trips, driver behaviour and risk factors and technical information about the vehicle itself, subject to data privacy regulations. This technology enables the Group and its customers to optimise real time Fleet Management, including through better management of driving risks or location of stolen vehicles. In addition, it can provide data on business mileage for expense reporting, fuel consumption and CO2 emissions.

This technology contributes significantly to the improvement of the customer experience and the development of products such as car-sharing or insurance based on driver behaviour. The data collected also makes it possible to optimise the cost of using vehicles (maintenance, fuel).

To accelerate its deployment in all countries, the Group signed a strategic partnership agreement with Vinli in 2018. Vinli provides the Group with the platform and services to retrieve and store this data and to accelerate the development of new products based on this data.

Ayvens wishes to provide its customers with new, high value added connected products and services based on the interpretation of data provided by connected cars.

ProFleet is a connected car solution that delivers company and commercial fleet managers greater insight into daily fleet activities and fuels longer-term strategies – regardless of the size of the fleet. It serves as a single interface for the fleet manager to produce real time reports about their whole fleet with a high level of accuracy to make better data-driven decisions. This solution enables fleet managers to improve their day-to-day operations in terms of fleet utilization and efficiency, promote cost savings, improve the driver experience as well as harness the power of real-time data to effortlessly manage business mobility through a single, digital interface. It is currently present in several countries in Latin America and Europe.

Ayvens Carmarket – The new Group platform dedicated to the online sale of used cars

In 2024, Ayvens solidified its position as a global leader in used vehicle remarketing, leveraging its expertise and infrastructure inherited from ALD Automotive and LeasePlan.

At the heart of the remarketing activity is the Ayvens Carmarket platform, an innovative digital and global tool that facilitates the resale of vehicles at the end of their lease contracts. Inherited from the ALD Carmarket.com platform, it consists of a single online remarketing platform (Carmarket.Ayvens.com) enabling professional dealers or traders to acquire used vehicles from Ayvens’ Full Service Leasing activity, as well as to subscribe to services facilitating these transactions.

This digital solution tool allows the Group to leverage its multi-channel capability with its other remarketing platforms dedicated to retail to seize any business opportunity in the countries where it operates.

Ayvens Carmarket platform speeds up the dealers’ decision-making by providing direct access to information on used vehicles, including vehicles’ detailed description, condition and maintenance history. It also offers specific services to simplify the sale of these vehicles.

Vehicle channelling and the decision-making process have been also strengthened and improved thanks to the implementation of a predictive pricing and channeling tool based on an AI algorithm, in 20 countries. Three types of sales events are offered on the AyvensCarmarket.com platform for professional dealers:

• auction (an offer is manually or automatically posted online and the dealer who offers the best bid gets the vehicle);
• sale by closed bidding (buyers make a closed bid, the Group selects the best offer and awards the vehicle to that person); or
• fixed price sale (buyers select a vehicle and buy it instantly at the indicated target price).

The platform is designed as an international e-commerce portal for international and local traders as well as local dealers which facilitates local and cross-border transactions. It provides a direct access to a unique, large and global stock of selected high-quality used vehicles from the Group’s long-term leasing fleet.

The platform provides customers with access to one of the largest catalogue of used vehicles for sale in various countries where the Group is present and allows customers to purchase them and in certain cases, arrange their delivery. This platform has been rolled out in 38 countries.

In addition to this remarketing platform dedicated to professionals of used car market, the Group can rely on some retail platforms targeting private individuals (used-cars.Ayvens.com and usedcars.Ayvens.com). These platforms allow individuals to buy quality vehicles online, selected by the Group and available in the physical showroom network of Ayvens.

They are part of “Clicks n’Bricks”, a project aimed to provide the Group with a system that combines a digital purchasing process with physical showrooms to offer the most complete and tailored experience to private customers. The Clicks n’Bricks offering is currently available in 21 countries and is based on 50 showrooms.

Depending on the countries, the platforms offer two types of solution:

• purchase of used vehicles at a fixed price (with the option of online financing with credit partners);
• Full Service Leasing of used vehicles (with online booking and online payment of the deposit, depending on the country).

When the vehicle is purchased online, it can be delivered to the customer, who has a right of cancellation up to 14 days.

1.2.8.2Innovative products

The Group has developed a wide range of innovative products and aims to offer its customers cutting-edge sustainable and flexible mobility solutions.

Sustainable solutions

The Group aims to become a leader in environmentally friendly fleet and mobility solutions by offering hybrid and electric vehicles globally. To assist customers in their transition to electric vehicles, and to provide a comprehensive range of products for this type of engine, Ayvens has developed specialized offerings.

In order to support its customers in their transition to EV, and to propose a comprehensive offer for this type of engine, Ayvens has developed dedicated products.

Ayvens Electric – This comprehensive solution, accessible in 34 countries in 2024, is designed to address all the necessities of both drivers and fleet managers in terms of electric vehicles. It incorporates the establishment of charging facilities at home and/or corporate locations, the issuance of charging cards that grant access to an extensive network of public charging stations. Recognize for its excellence, Ayvens received the “best advisory firm of the year” award by Motor Finance 2024 for guiding customers in transitioning to electric fleets, and tailored reporting instruments for fleet managers. This robust solution can be integrated with Switch option, described below.

Used car lease – through this proposition, Ayvens caters to a broader spectrum of customer segments, extending the lifespan of assets and encouraging a circular approach in vehicle operations. The multi-cycle lease is especially compatible with electric vehicles. As at 31 December 2024, circa 82,000 vehicles were leased  under the Group’s multi-cycle offer. 

Ayvens Switch – offers the flexibility to customize vehicle needs based on specific circumstances, such as opting for a different car for holiday travel. The Switch service, currently available in 8 countries, includes the permanent use of an electric vehicle and the temporary use of a combustion engine/hybrid vehicle when the customer requires it, for a maximum of 60 days annually

Move – The Group’s dedication to pioneering and eco-friendly mobility, as well as its commitment to influencing the future of the industry, is further demonstrated by the availability of the Move offer in the Netherlands, France, and Belgium. This product has a potential customer base that significantly exceeds that of conventional car leasing, as it caters to all employees of corporate clients, including those who do not qualify for company cars. By offering users a wide array of flexible and tailored travel options, Move capitalizes on multimodality, thereby aiding in the reduction of carbon emissions, all within a specified budget.

In particular, Ayvens Move provides corporates with:

• a centralized administrative management platform to define and control employees’ mobility budgets and expenses;
• a CO2 emissions report to quantify the reduction of their carbon footprint; and
• a dedicated team to provide support in the implementation of their mobility strategy.

Employees benefit from:

• a payment card for mobility services;
• a mobile application to help them plan their multi-modal trips; and
• a web interface to manage their mobility budget.

Furthermore, Ayvens has crafted a consulting service aimed at advocating for eco-friendly mobility solutions and assisting in the transformation of its customers’ mobility characteristics TCO calculator in Green Scorecard – The platform promotes electrification by computing a vehicle’s Total Cost of Ownership and CO2 emissions and by benchmarking it with more sustainable alternatives. Green Scorecard is now live in France, the Netherlands, Italy and Austria and will be rolled out in 4 other countries in 2025.

Net Zero Programme in Green Scorecard – This tool supports customers in reaching their CO2 reduction targets by building their CO2 baseline for mobility and modelling projections based on the client’s CO2 reduction targets, calculation methodology, the integration of green cars, the renewal cycle of contracts, and the maturity of countries towards electrification. This tool has been fully digitalized in the Green Scorecard and is available in all our markets.

These new solutions are part of the Group’s proactive policy to diversify engine types and promote sustainable solutions. They have proved effective. In 2024, EV (18) accounted for 40% of Ayvens’ new passenger vehicle registrations in Europe (19).

3d coverage – With this product, initially proposed by LeasePlan, Ayvens goes beyond fleet insurance. This offer not only includes comprehensive insurance coverage and integrated Fleet Management services, but also a programme aiming at actively preventing risks. Thanks to smart technologies analysing driver behaviour and the root causes of accidents, the Fleet Safety Programme recommends preventive actions to drivers and fleet managers alike. The 3d coverage product is available in 23 countries.

Flexible solutions

These flexible solutions are offered in one or more countries where the Group operates depending on the maturity of the Full Service Leasing market and customer demand.

Ayvens Flex – Flexible leasing offers corporate clients a medium-term contract mobility solution, necessitating a shorter commitment period compared to a traditional full-service leasing product. In 2024, “Ayvens Flex” was introduced, combining the services of ALD Flex and FlexiPlan (LeasePlan). This solution, particularly suitable for B2B clients, provides immediate access to a vehicle with a minimal commitment of just one month. It includes the provision of new or pre-owned vehicles, sorted by category, for a fixed monthly fee. As at 31 December 2024, this product, which was available in 36 countries, represented 112,000 vehicles.

Car-sharing – The Group has developed corporate car sharing solutions referred to as “Sharing” utilizing a station-based service model.  Sharing enables employees to select and reserve a vehicle from their company's fleet via the firm's car-sharing website and application, for either professional or personal use. Sharing presents a cost-saving solution for businesses by offering an alternative to costly short-term rentals and taxi services, while concurrently enhancing their environmental impact through the incorporation of electric vehicles into the corporate car sharing fleet. This service is presently operational in 8 countries

1.3Information technology

IT systems and telecommunications are an integral part of the Group’s policy for managing points of sale and reservations across all distribution networks. The mission of the Group’s central IT Department covers mainly the rental management system used by most subsidiaries, the online auction platform dedicated to professional dealers for the acquisition of used vehicles, and other important areas such as the MyAyvens platform. The Group’s larger subsidiaries have their own IT Departments and generally their own platforms, which they manage locally with the help of external service providers where necessary. The Group’s central IT Department approves the subsidiaries’ IT budgets. Local IT teams are supervised locally. However, IT systems for smaller subsidiaries are generally managed by the Group’s central IT Departments.

The central back-office systems (SOFICO MILES, ALDAVAR and NOLS) are the centrepieces of the Group’s IT systems and cover most subsidiaries that do not have their own IT Department. These applications support all of the Group’s back-office activities and processes and cover the entire contract cycle and asset base, as well as all vehicle service management. The Group’s ALDAVAR and NOLS softwares are gradually being replaced by a solution recognised on the market, SOFICO MILES.

The Group seeks to offer innovative and inexpensive services. To do this, it invests regularly to maintain and improve its IT system. All IT projects are regularly and centrally evaluated in the light of business needs. Particular attention is paid to technical projects aimed at establishing and guaranteeing the continuity of services and their security. The added value of each application project aimed at maintaining and improving the operational capabilities of the system is assessed, in particular, with regard to revenue growth, cost reduction and compliance and legal risks.

An Information System Architecture and Strategy Committee is responsible at the holding level for verifying the conformity of the Group’s IT strategy, around the main cross-functional pillars (Project Management Operations, Architecture, Infrastructure, Security, Data and Functional Processes). This strategy is in line with the guidelines given by Societe Generale (taking into account the specificities of the Group’s activity). The Group has established security principles designed to reduce the risk of information leakage and external fraud, and to make the services provided on the Internet more reliable, while preserving the customer experience. The Group’s security policy is defined in accordance with the security framework established by Societe Generale. Each Group entity must integrate its own needs and take into account the context (organizational, structural, legislative, regulatory, contractual and technological) in which it operates. All local information security policies must be validated in accordance with the specific Group policy. Each entity must designate a local Security Correspondent, who will be responsible for the IT security of the entity or region concerned. This Security Correspondent is required to apply the Group’s procedures and to establish/update local security policies.

The Group’s digital application environment comprises several major platforms developed internally or in partnership with certain customers and preferred suppliers from ALD and LeasePlan. These platforms are subject to continuous improvement or expansion to new countries or customer partnerships and will be rationalised into one single environment. Some modules and innovations also aim to encourage data-driven decision-making (Big Data), to adapt products and prices in real time (Dynamic Pricing) and, more generally, to accelerate digital development and strengthen the customer relationship management strategy (Cloud CRM). These particularities offer the Group the double advantage of benefiting from economies of scale by pooling its technical capital between several solutions, as well as the ability to rapidly deploy its solutions to all its subsidiaries.

LeasePlan’s Next Generation Digital Architecture (NGDA) programme was launched in 2019 to deliver a harmonized and standardized global digital architecture. The first phase of the program consisted of an initial rollout to three entities with the intention of then rolling out the platform across the rest of the Group. After a strategic review of the programme was conducted following the closing of the LeasePlan acquisition, a decision was made by the Group to stop new developments across the NGDA perimeter. Following this decision, a revised transformation strategic plan was defined targeting the same objective: a global and standard IT platform (Global Mobility Platform) based on Societe Generale, ALD and LeasePlan best assets. However, the transformation path is very different from NGDA with a staggered approach decoupling transformations of distribution (customer channels, client engagement solutions), product factories and foundations. This phased approach enables a flexible adjustment to financial trajectory and can be prioritized per geography and/or value chain (based on business cases). It starts in 2025 with several strategic initiatives: rationalizing infrastructure through Societe Generale, moving to one global CRM (ALD's one) and decommissioning redundant applications.

For more information on IT risks, see section 4.1.4.1 “IT and cybersecurity risks” of this Universal Registration Document.

1.4Strategy

The following discussion of Ayvens’ results of operations and financial condition contains forward‑looking statements. Ayvens’ actual results could differ materially from those that are discussed in these forward‑looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Universal Registration Document, particularly under “Risk Factors”. 

Having established a leadership position through its “Move 2025” strategic plan and the acquisition of LeasePlan, Ayvens intends to lead the sector’s transformation under the “PowerUp 2026” plan. The objectives are to achieve excellence in its operating platform and deliver synergies and superior financial return through the successful integration of LeasePlan and the launch of a new brand. Ayvens’ long-term strategy is to leverage on the power of leadership to shape the future of mobility by addressing fast-growing markets and fostering innovation towards new mobility like Mobility-as-a-Service (MaaS) and connected and autonomous cars. Ayvens’ strategic ambition is to become a Leading Global Sustainable Mobility Player.

1.4.1Megatrends and vision for 2030

Ayvens is a unique position  to lead the rapidly changing mobility ecosystem in the context of long-term megatrends:

• electrification is progressing under the effect of regulatory factors and increased climate risks awareness. The transition from ICE cars to EVs (BEVs and PHEVs) has reached an inflection point and EVs are becoming more attractive and affordable. The speed of transition has also turned out to be volatile, as we have witnessed with the recent material slow down in EV deliveries. This, however, does not change the long-term trend;
• behavioural trends such as the changing face of urban mobility and the shift from ownership to usership will foster the development of car leasing on the consumer segment and new solutions like flexible leasing and multi-cycle/used car lease;
• new opportunities from digital will arise, as “on‑demand” mobility and seamless digital customer journeys are becoming essential for customers and data-driven value propositions emerge;
• the rise of digital models will also fragment and expand the traditional value chain as niche players will emerge, creating new ecosystems with new competitors but also opportunities for partnerships;
• competition in the industry is changing, with continuing OEMs consolidation and the entrance of new players (EV and non-European players, new mobility and tech players), also creating opportunities for partnerships.

Based on these megatrends, Ayvens’ long-term vision for 2030 is to become a global mobility platform, offering all types of mobility on the path towards zero emissions and where circular economy in the form of multi-cycle lease will have more emphasis. Cars will become increasingly connected, and eventually fully autonomous, and mobility will move beyond the car towards Mobility-as-a-Service (MaaS), by including different modes of sustainable transportation.

In this context, it is critical for Ayvens to achieve excellence to further strengthen its operating platform capabilities and leadership position in the market to lead the sector’s transformation and shape the future of mobility over the long term. These strategic ambitions have been translated into the “PowerUp 2026” plan, which is based on three major promises and one commitment.

1.4.2“PowerUP 2026” strategic plan: becoming a leading global sustainable mobility player

1.4.2.1Power of choice: We will grow selectively, balancing volume, profitability and risk

The Group’s promise is to be the industry player offering the widest range of products, truly multi-channel and multi-brand. We have shaped our growth strategy accordingly, in which Ayvens balances volumes and profitability, and focus on:

Selective growth by countries

The Group is active in 41 countries and need to carefully consider where to deploy resources. On an annual basis, each country’s market outlook, risk profile and ability to grow profitably is assessed, leading to selective growth by country.

Selective growth by channels

The Group covers all existing market segments, from retail customers to corporate clients, via their preferred channel ranging from direct, digital, and indirect via partnerships. Ayvens’ strategy is to protect volumes and its most strategic clients, boost the SME segment to balance profitability, and selectively grow in the OEM segment.

Selective growth by products

Ayvens’ existing product range covers full-service leasing and Fleet Management, and the Group is continuously adding to its product range (e.g. Electric Vehicles, Light Commercial Vehicles, Flexible contracts, Insurance), which is essential to maintain its unique selling point and profitability.

LCVs help profitability and build resilient portfolios, multi-cycle lease (MCL) consumes less capital and fosters ROTE, while insurance adds on service margins.

1.4.2.2Sustainable mobility: We will lead the way to sustainable mobility

Ayvens’ promise is to make it easy for its clients to choose the greenest solution. Although the road to full electric mobility turns out to be more volatile as intially expected, most of its clients are committed to making the transition to net zero. As a result, Ayvens has updated its approach, in which the Group guides clients to the greenest solution within the limit of their budget. To bring this to practice, Ayvens has defined the following action plan:

Developing advisory services on a wide range of alternatives both within and beyond electrification

Ayvens will help clients reduce costs, while simultaneously reducing their CO2 footprint with a diverse range of alternatives, ranging from reducing their mobility need and offering mobility alternatives, adapt the size of their vehicles or extend the contract duration, improving occupancy rate, to better energy efficiency (EV, alternative powertrains or fuels and, eco driving).

Next, Ayvens will advise clients how to adapt their electrification strategy to market readiness (TCO level, EV maturity scoring), helping them make the move at the right moment, for the right drivers.

Ayvens will support clients with its extensive consultancy toolbox (Right sizing tool, TCO calculator, Net Zero Program, EV readiness study, OEM selector, OEM scorecard, etc.).

Continue to “make electrification simple” for its clients with our CPO (Charge point operator) and eMSP (electric Mobility Service Provider) white-labelled offers

Making electrification simple requires easy access to and use of charging, Ayvens therefore aims to provide best-in-class charging installation and operations. The quality of services from CPO partners will have our focus here. Next, within Ayvens’ eMSP services, it will provide access to charging through a charging card and/or mobile app which will enable charging from home, the workplace and public networks. Finally, for fleet managers, the Group will offer them the right monitoring tools to optimize their TCO. By the end of 2026, Ayvens aims to reach 100k home chargers and have the Ayvens eMSP proposition launched in six markets.

1.4.2.3Serve clients through powerful engine

The Group’s promise is to provide seamless mobility services, thanks to its powerful digital engine and operational excellence, which implies:

Delivering a unique & seamless Customer Experience

The Group believes it is key to always remember that its customers are the reason it exists and to nurture strong customer empathy and a “can do” attitude. Ayvens focuses on earning and keeping customer trust, making customer experience a key differentiator. Ayvens has set ambitious targets and aims to deliver these by continuously capturing customer feedback, collect, analyze, and utilize customer data to deeply understand customer’s needs & expectations.

Delivering excellent in-life management of vehicles and contracts

Ayvens aims at creating a robust engine in earning assets management and leasing, supporting a sustainable mobility eco-system engaging clients, users, and supplier networks. This engine is fueled by our scale & experience, trusted supply chain network, continuous quality monitoring, excellent tooling to track performance, optimized processes for quality, cost and efficiency, and data science.

Digitalization will support process-and service-levels

The Group’s new IT Strategy focuses on creating standard products and processes, supported by one global scalable digital platform. Ayvens aims to accelerate customer experience, whilst retaining the vision to realize the Global Mobility Platform of Societe Generale, and distributing a multitude of mobility products and proposing mobility products inside the bank’s customer experience.

Leveraging remarketing capacities to foster multichannel, multicycle and flex

Remarketing will be at the core of our earning assets management capacities, aiming to remarket high-quality used cars for competitive prices through multi-cycle and sales offers. It is seen as an enabler to become a multi-channel mobility player with scaled capabilities for multi-cycle deployment of assets, by focusing on maximizing bottom line results from end-of-contract vehicles through continuous optimizations and strong community-building.

1.4.2.4Power of scale: We will bring our clients the power of scale

The Group’s promise is to be a market leader and bring value for money to its clients and shareholders, which implies:

Being a leader, globally and locally

Ayvens has an unmatched geographical footprint covering 41 countries directly and 16 countries indirectly via partners, which is one of its unique selling points to maintain a leading position in the multinational segment. We roughly distinguish three geographies:

• Mature  European markets: the Group is market leader in these markets, fully covering all channels and segments. Strong innovation capacity and an unmatched product range. Additional growth comes mainly from SME and Consumer;
• Rest of Europe: the Group’s larger clients requests Ayvens’ presence in these markets and our business model is transitioning from corporates-only to other segments as well;
• Latin America, Asia and others: large blue chips accounts are the core business, but the Group sees a high growth opportunity as these markets mature.

Leveraging size to buy cheaper

Our size provides unique capabilities around procurement. We have a leading vehicle selection and configuration process through bulk purchasing and pre-configured vehicles. After sales steering is done proactively to our preferred network and partners to ensure the best service, quality, and cost-efficiency, supported by digital tooling for proactive cost-control and post-event analytics.

Leveraging size to mutualize costs

The combination of legacy ALD and legacy LeasePlan allows to mutualization of indirect costs and investments (e.g. sustainable product offering, digital platforms, innovation, marketing) to generate long-term efficiency beneficial to its customers and reinforce competitiveness.

Ayvens’ people are key to its success. To help them achieving their potential, the Group has defined four key pillars and a strategic HR function to ensure its people will make the difference.

Growth & Performance

The Group invests in its people to help them grow, develop required competences, and deliver the best results. Ayvens believes that building leadership capabilities combined with rewards and incentives as well as expertise and experience on the job, results in growth in our people, ultimately leading to better customer service and performance. Additionally, it will develop the next generation of leaders. To periodically measure our success in this area, it has defined a Key Performance Indicator (KPI) on internal mobility.

People Experience & Engagement

We take care of our people so that they will take care of our customers, stakeholders and the environment. Ayvens operates in a service business which requires motivated people, assisting its customers. As an organization and especially through its leaders and managers, it is its responsibility to create a working environment that makes its people feel at home and excited to bring their best to deliver customer service. The Group takes care of its people so that they will take care of its customers, stakeholders and the environment. Ayvens periodically measures its success in this area based on Employee engagement.

Culture & Conduct

Culture drives performance in a people industry. The Group’s behaviour is guided by its strong, values-driven culture that links one-to-one to its strategy and belief that customers are the reason it exists. Its culture manifesto captures the key beliefs and guiding principles that should guide the behaviour of all our employees. These key beliefs are 1) Customers are the reason we exist, 2) Its people make the difference, and 3) Acting responsibly is the key to our growth. Its corresponding guiding principles are 1) Collaboration, 2) Authenticity, 3) Curiosity and 4) Commitment.

Diversity, Equity & Inclusion

Diverse organizations are more innovative and balanced in decision-making. Therefore, the Group fosters and develops an organization that celebrates and benefits from diversity in people and ideas. Ayvens aims to develop an ethical, inclusive and progressive environment in which people can thrive, feel safe and be themselves, irrespective of who they are. The Group is convinced this will also help to develop the best ideas in making life flow better for its customers and society. To periodically measure its success in this area, it has defined a KPI around the share of women in top positions.

The Group HR function acts as a strategic partner to the business, close to staff and managers and enabled by digital tools and standardized processes, in a data-driven way.

The Group’s promise is to be a responsible company, committed to ESG, safe from a risk and regulatory perspective and demonstrating strong and solid financial performance.

Commitment to place sustainability at the heart of the purpose and mission

Regarding climate change, the Group believes it can be part of the solution by offering sustainable mobility solutions to a broader audience than ever before. Furthermore, with a large value chain and expanding business model, it has the opportunity to use every touchpoint throughout the customer journey to make a positive end-to-end impact. Next, it aims to mitigate the negative impact inherent to its business and maximise the positive impact it can make for all its stakeholders by embracing the ESG mindset and by rethinking how it defines growth and success. Finally, as a market leader, being listed and regulated, Ayvens complies with increasing regulatory requirements and acts with exemplarity and transparency.

Four sustainability pillars 

For all pillars, three KPIs were formulated including ambitious targets. Finally, the Group has aligned its pillars with the widely recognized UN Sustainable Development Goals (SDGs) and it contributes significantly to 13 out of 17 goals

Managing risks in a responsible way

Acting responsible also means having sound and strict risk management of the main risks associated with its business. The Group distinguishes two types of core risks inherent to our business:

Credit risk

The Group’s main mitigant is its legal ownership of the assets which facilitates repossession of vehicles when needed. Next, it has a sound rating profile of its corporate client portfolio. Finally, cars are often essential for its clients’ activity and one of the last services they stop paying for.

Asset risk

The Group main mitigants are the prudent and robust residual value setting process, involving local and central experts, for which it has a strong central control framework in place which supports the residual value management throughout the different points in the asset’s lifecycle. Next, a global leading digital remarketing platform and the proven capability in multi-cycle leasing. Finally, the existence of a permanent and active second-hand market ensures a steady and predictive demand for used vehicles.

A particular focus within this subject is the volatility of Electric Vehicle Residual Value (EV RV) risk (notably crystalized by list price decreases), for which we have reinforced the EV RV setting framework as part of the updated EV strategy. Next, to further mitigate EV RV risk, a set of actions was defined and implemented (right sizing, contract extensions, asset protection mechanisms, international remarketing trading, enhance multi-cycle lease, etc.). To orchestrate the elements above in a comprehensive manner, a transversal EV program was set up.

Next to these core risk types, we have operational, structural, insurance and model risks which are mitigated via a reinforced control framework on operational, model and compliance risks as required for a regulated entity together with dedicated resources addressing new/increasing risks (ESG, IT risks, etc.).

To further nurture a deeper sense of responsibility with all individuals in the Company, a specific focus on conduct is developed where Ayvens will have its culture on conduct guiding its behavior. A specific Risk awareness program was set up helping to foster a culture where controlled risk taking will enable sustainable growth.

Ayvens is fully committed to delivering on the LeasePlan integration. The main areas of synergies are in procurement, service & operations, insurance, real estate, Information Technology ("IT”) and headcount. The annual gross synergies have been estimated at EUR 440 million (before tax) and are expected to fully materialize by 2026,  in line with the PowerUP 2026 targets. 

The integration of ALD and LeasePlan is progressing with ambitious objectives for 2025: client satisfaction, numerous IT migrations, and stretched operating expense and synergy targets.

• Legal restructuring: Ayvens was able to transfer shares of LeasePlan entities from LeasePlan Corporation N.V. to Ayvens SA (only Brazil remains subject to BACEN approval). These transfers have allowed for the legal restructurings (mainly through mergers) of local ALD & LeasePlan entities. Indeed, as at the beginning of February 2025, this has resulted in the creation of 8 merged entities (see Chapter 2 section "Structure of Ayvens Group"). The local legal restructuring process will continue during 2025.
• Customers: The launch of the Ayvens brand is being rolled out as planned with almost 41 entities (86%) finalized. One of the key milestones achieved was the successful launch of the brand for Ayvens Bank in the Netherlands in October 2024. Financial pricing alignment is almost achieved across the entities. Customer satisfaction and the impact of the integration on customers are key attention points. 
• IT migration: Major IT integration milestones have been already reached with the 7 countries going live as of beginning of February 2025. The remaining IT migrations will be spread over 2025 and a few in 2026. At global level, the implementation of corporate tools (mainly for central functions) is progressing. IT decommissioning has also started and will continue into 2026. 
• Regulatory: Significant progress in setting up the CRCO (Risk & Compliance) department has been made. The central teams have been successfully structured and organized, reaching their target configuration with clear segregation of roles between LOD1 and LOD2, while in the entities progress in this area is in line with the plan. A comprehensive governance framework has been deployed effectively, with a set of central and local committees to cover all risk and compliance stakes. 
• People: N-2 appointments are finalized at central and local levels and N-3 appointments will progressively continue while managing operating expenses strategy. Relocation to one single office is also very important for employee bonding, but is dependent on the duration of the existing leases to limit the cost of breakage fees. As of today, 9 entities have been relocated, and the process will continue until 2026.

Regarding synergies, the total realized synergies in 2024 is EUR 121 million  and these are in line with PowerUP 2026  targets of EUR 120 million for 2024. 2024 synergies are split in gross operating income (on sales, insurance, procurement) and in operating expenses reductions (staff, real estate, IT, others).

1.4.32026 financial objectives 

Ayvens’ financial objectives to 2026 reflect the Company’s ambition to grow its activity strongly throughout the period, while substantially improving its operating efficiency to best-in-class levels and maintaining robust solvency levels:

• Earning assets CAGR of 6% between 2023 and 2026;
• Annual pre-tax gross synergies: EUR 440 million in 2026;
• Cost/income ratio (excluding Used Car Sales results) of circa 52% in 2026; 
• Return on Tangible Equity in the range of 13%-15% in 2026;
• Target CET1 ratio at circa 12% and Total Capital ratio at circa 16%;
• Dividend payout ratio at 50%. 

An established issuer on the market, Ayvens has the best long-term senior unsecured debt credit ratings among multi-brand car leasing players: Moody’s A1/negative, Standard & Poor’s A-/stable and Fitch A-(long-term Issuer Default Rating “ IDR ” BBB+/stable). The Group expects to issue EUR 4-5 billion in bonds annually through Ayvens, EUR 1-1.5 billion in securitization, while increasing its retail deposits base by circa EUR 1 billion p.a.

On successful completion of “PowerUP 2026”, Ayvens will shape the future of mobility and address fast-growing markets from a clear leadership position, combining undisputed industry leadership, the best position for capturing growth and leading the transition to sustainable mobility, best-in-class operating efficiency, a robust financial profile and a strong track record of high profitability through the cycle.

Management report

Structure of Ayvens Group

The simplified organisational chart below sets forth the legal organisation of the Group as at the date of this Universal Registration Document. The percentages indicated represent the percentages of share capital.

Ayvens SA does not carry out any leasing activities itself. Its primary role is to act as a holding company for the Group subsidiaries, to set the strategic direction of the Group, and to supervise the activities of the individual operating companies of the Group. In May 2023, following the acquisition of LeasePlan, which holds a banking licence, Ayvens SA became a Financial Holding Company, a regulated institution supervised by the European Central Bank. Ayvens’s central functions include notably the following key activities:

• supervision and support to the subsidiaries;
• management of relationships with Large Corporate Accounts and partners;
• central procurement activities to negotiate volume bonuses with manufacturers and other suppliers (such as tyres, short term rental, etc.);
• treasury, central funding (including administering the Group’s EMTN bond issues);
• finance;
• investor relations;
• communication;
• transformation and integration;
• human ressources;
• corporate and social responsibility;
• pricing;
• legal and corporate affairs;
• risk and compliance;
• digital and IT.

Subsidiaries

Main subsidiaries

The main direct or indirect subsidiaries of the Company are described below.

Temsys SA (France), a limited liability company (société anonyme), is wholly owned by the Company. Its primary corporate purpose is the acquisition, sale and long-term leasing of cars and insurance brokerage. Temsys SA indirectly holds 100% of Parcours SAS.

ALD Automotive Italia SRL (Italy), a limited liability company (societa a responsabilita limitata), is indirectly wholly owned by the Company. Its primary corporate purpose involves the short and long-term leasing of vehicles, the sale and purchase of road transport vehicles, the operation of garages and machine workshops, the maintenance and repair of road transport vehicles both directly and via third parties and the provision of ancillary services.

ALD Automotive Group Limited (UK), a limited liability company, is an indirect subsidiary wholly owned by the Company. Its primary corporate purpose is the renting and leasing of cars and light motor vehicles.

ALD Autoleasing D GmbH (Germany), a limited liability company, is an indirect subsidiary wholly owned by the Company. Its primary corporate purpose is the short-, medium- and long-term leasing of all types of moveable goods, in particular German and foreign cars.

Ayvens Spain Mobility Solutions SAU (Spain), a limited liability company (sociedad anónima), is indirectly wholly owned by the Company. Its primary corporate purpose is the study, coordination, planning, calculation of costs and management of the purchase, sale and non-financial leasing of vehicles and vehicle fleets for individuals and legal entities, public or privately owned, and the administration, advising and optimisation of costs of these and related activities and the activities of insurance agent.

Axus SA (Belgium) is a limited liability company (société anonyme). Its primary corporate purpose is the manufacture, trade, operation, rental, including financial leasing, of all elements relating directly or indirectly to motor vehicle equipment, equipment relating to other means of transport, mechanical engineering or other. Furthermore, the Company is able to offer all mobility services and solutions, both in terms of travel, workspaces and connections, and is an intermediary for companies providing mobility solutions.

Euro Insurances DAC (Ireland), trading under the name Ayvens Insurance, a Designated Activity Company limited by shares, is wholly owned by the Company. Its primary corporate purpose is to deliver carry out the motor insurance and reinsurance products business (CASCO and MTPL programs) to Group entities.

Axus Luxembourg SA (Luxembourg), a limited liability company, indirectly wholly owned by the Company. Its primary corporate purpose is the leasing of moveable assets of any kind and real property and assistance in the financing of companies in which it has an interest.

Axus Nederland BV (the Netherlands), a private limited liability company (besloten vennootschap), is indirectly wholly owned by the Company. Its primary corporate purpose is the sale, purchase, renting, leasing, import and export of trade goods, and in particular motor vehicles, as well as the holding of companies. It also provides financial, managerial and administrative services to such companies.

Ayvens Bank NV (the Netherlands), a private limited liability company (naamloze vennootschap), is an indirect subsidiary wholly owned by the Company, that focusses on attracting retail deposits. Ayvens Bank NV holds a banking licence allowing it to raise deposits under the Dutch deposit guarantee scheme and it operates as an online retail savings bank for private individuals in the Netherlands and Germany.

For more details, see Section 6.2 “Notes to consolidated financial statements”, note 41 “Scope of consolidation” in this Universal Registration Document. For more details on recent disposals and acquisitions, see Section 6.3.1 “Changes in the scope of consolidation in the year ended 31 December 2024” in the consolidated financial statements and Section 2.1.4.1 “Historical investments” of this Universal Registration Document.

Relationship with Societe Generale and funding

Funding

As at 31 December 2024, Societe Generale accounted for 26% of the Group’s funding net of short-term deposits on an arm’s length basis. The remaining 74% consisted of secured and unsecured funding, primarily raised from debt capital markets, securitizations, external banks and retail deposits collected in the Netherlands and in Germany. 

The Group benefits from an intra-group funding agreement applicable to entities of Societe Generale. This agreement provides the terms and conditions of the loans which can be granted by Societe Generale or any of its subsidiaries to other Societe Generale entities. The agreement is of unlimited duration and cancellable by each party with one month’s notice, with existing loans remaining subject to the agreement until repayment. The funds provided by Societe Generale are granted via Societe Generale Paris, Societe Generale Luxembourg and some local Societe Generale branches and subsidiaries. Societe Generale Paris and Societe Generale Luxembourg finance Ayvens SA via the central treasury of the Group, which in turn grants loans denominated in different currencies to the Group’s operating subsidiaries as well as to its intermediate holding companies. As part of the liquidity management strategy, the Group treasury also places excess cash from borrowings and bonds proceeds on short-term deposits with Societe Generale. 

As at 31 December 2024 the net outstanding financial debt(1) with Societe Generale stood at EUR 12,511 million of which deposits amounted to EUR 4,931 million (2023: EUR 13,330 million and EUR 2,685 million respectively).  The net debt with Societe Generale included EUR 1,500 million of subordinated Tier 2 debt. The average residual maturity of senior debt was 1.5 years. 

Upon closing of the LeasePlan acquisition, Ayvens issued EUR 750 million of Additional Tier 1 hybrid capital (AT1), fully subscribed by Societe Generale, whose purpose is to ensure the maintenance of an adequate management buffer over all solvency ratios. This AT1 capital is accounted for as equity instrument.

The Group intends to maintain its strong funding diversification in the coming years.

Ayvens is included in Societe Generale’s overall liquidity risk management.

Other shared functions

The Group and its local subsidiaries have entered into agreements with Societe Generale for the provision of certain intra-group corporate services. These services are provided by various divisions of Societe Generale and include the central administration departments, as well as financial, legal, audit, risk management and compliance, tax, human resources, insurance, and IT infrastructure services. For these services, Societe Generale charges Ayvens an intra-group corporate services fee, which Ayvens then re-charges to the relevant subsidiaries.

These intra-group service fees are determined on an arm’s length basis and the charge is distributed amongst the subsidiaries benefitting from the services, using a formula for transfer prices. They cover the direct and indirect costs incurred in the provision of services, plus a margin reflecting normal market conditions. These tripartite agreements are concluded for an initial term of one year and automatically renewed from year to year unless terminated by either party with three months’ notice.

The Group has a contract with SG Global Shared Services Centre (India), with which the Group subcontracts IT services including development, maintenance and support of international applications. The Group also subcontracts some technical infrastructure services to Societe Generale, mainly in France.

The Group’s relationship with Societe Generale includes other administrative aspects. The Group shares premises with Societe Generale’s business divisions, mainly in France and Denmark.

For more information, see Section 3.8 “Related-party transactions” and note 36 “Related parties” in Section 6.2 “Notes to consolidated financial statements” of this Universal Registration Document.

2.1Analytical review of 2024 activity

2.1.1Key indicators

The following table presents the Group’s key performance indicators (KPIs) for the financial years ended 31 December 2024, 2023 and 2022.

2.1.2Ayvens activity

2.1.2.1Sustainable growth   

In the context of high inflation and interest rates which negatively impacted the margins in 2023, Ayvens implemented a sustainable growth strategy, aiming at generating profitable and long term growth for its stakeholders, enhancing protection of the value of its lease assets in a fast changing environment.

In a structurally high-growth mobility market, Ayvens is best positioned to provide value, as a multi-brand player offering the best-in-class product range and service quality and its expertise and scale to allow clients to lower total cost of mobility. Ayvens has utilised its strengths which have been key to successfully implement its strategic plan to improve its profitability.

Throughout 2024, key actions were taken to optimise profitability:

• Contract portfolio was fully reviewed: countries, client segments, distribution channels and products;
• Pricing discipline increased thanks to the timely update of pricing parameters, the activation/inclusion of indexation clauses in new contracts (e.g. inflation) along with the repricing of contract extensions and modifications in the context of higher interest rates;
• Continuous improvement in service penetration and upselling, by expanding value added services to clients: Electric, Light Commercial Vehicles, insurance;
• Excellence in operational efficiency, by improving asset utilization (flexible fleet, terminated vehicles);
• Improved management of the order book helped by decrease in vehicle delivery times.

This journey towards sustainable growth has also been strongly supported by Ayvens’ customers and partners. Its leading commercial franchise in the international corporate segment expanded further, with Ayvens recording several commercial successes in the large international corporates segment. Ayvens has also pro-actively developed and renewed partnerships with top-rated car manufacturers, to whom it offers a seamless access to its platform and serves their clients with its outstanding leasing and digital capabilities. These partnerships, notably with BYD, Volvo, Kia and Hyundai Capital to name a few, will contribute to fuel future growth in retail segments.

In addition,  at a time when transition to electric vehicles presents transformative but challenging opportunities, Ayvens has managed the change in a responsible manner by setting up a dedicated EV framework in 2024 which draws on past experiences and strong knowledge of EV technologies built by Ayvens's experts. This set-up ensures adequate valuation of new lease assets throughout their life cycle and all residual values on new BEV and PHEV contracts are strictly monitored in order to onboard a sound EV asset value.

Delivering on its  strategic and financial roadmap in 2024, the Group’s  selective commercial approach resulted in fleet volumes decreasing by 3.4%(2) whilst earning assets were up by 2.9% year-on-year due to the price effect. EV’s onboarding has been managed responsibly by being ahead of the market in lowering residual values, favouring sustainable growth over short term gains. At the same time profitability improved as Ayvens underlying margins turned around sharply with 34 bps increase in Q4 2024 vs Q4 2023 and with a gradual improvement throughout 2024.

Total fleet and earning assets

Ayvens’ total fleet stood at 3,288 thousand vehicles as at end December 2024, down by 3.4% compared to end December 2023. The proactive reduction of fleet was notably significant in several countries such as Turkey, the UK and some segments in Germany, where market dynamics have been less attractive than in others. Full-service leasing contracts reached 2,616 thousand vehicles as at end December 2024, down 3.0% year-on-year. Thanks to a normalised delivery time, the order book has largely stabilized at the end of 2024.

Fleet Management contracts decreased by 5.1% vs December 2023, to reach 672 thousand vehicles. This decrease is mainly attributable to Ayvens France, as a result of the contract profitability review.

Earning assets increased by +2.9% year-on-year from EUR 52.1million as at 31 December 2023 to EUR 53.6 billion as at 31 December 2024.

EV penetration reached 40% of new passenger car registrations over 2024 vs 35% in 2023. Ayvens’ BEV and PHEV penetration stood at 27% and 13% respectively in 2024.

2.1.2.2Key strategic initiatives

Delivering on synergies and integration

LeasePlan integration has progressed at a steady pace since the obtention of the Declaration of no-objection and, thanks to the strong dedication of Ayvens’ employees, all key 2024 milestones have been achieved.

As a result, synergies have been delivered in line with our objectives, at EUR 121 million of pre-tax synergies in 2024 to be compared with EUR 120 million target. Margins synergies of EUR 87 million mainly reflect the benefits of supply contract renegotiations and new tenders in procurement services, as well as the transfer of 595,000 insured vehicles in 2024 to more profitable direct insurance schemes.

As at end 2024, a good progress was made in streamlining Ayvens operations, with legal integration of local entities in overlapping countries executed in 5 countries including France and the Netherlands, the Group’s flagship locations, and Ayvens Bank and Ayvens insurance  accommodating the Group’s banking and insurance activities. Seven IT platforms, including France in 2024 and Italy and Sweden in early 2025, were migrated successfully. All seven account for circa 40% of the Group’s total fleet. These successful legal mergers and IT integrations, followed by the deployment of the new local organisations structure, resulted in generating cost synergies of EUR 34 million (pre-tax).

Treasury set up continued to be streamlined throughout 2024 resulting in a strong reduction of Ayvens’ derivatives portfolio thanks to the full unwinding of LeasePlan’s derivatives. These actions have significantly reduced the volatility of Ayvens’ financial results from the fourth quarter of 2024.

Ayvens Carmarket platform was successfully rolled out in 2024. This remarketing platform combines ALD and LeasePlan’s remarketing capabilities in a single state-of-the-art digital application targeting traders and car dealers in Europe. Ayvens Carmarket is instrumental in optimizing and broadening the Group’s secondary market opportunities. It contains one of the largest enhanced catalogues in Europe, underpinned by the most innovative functionalities.

Reinforcement of regional set up

In 2024, the Group has reinforced the leadership team where the members of the Executive Committee hold supervisory and functional responsibilities in line with the new regional structure of four regions. This reinforced regional structure is aimed at streamlining governance and reducing management layers in the organisation. To ensure consistency and enhance decision-making, this  regional segmentation has been implemented across the Group’s budgeting and internal reporting processes.

This management structure will be governed by 4 regions.

The management of key supporting functions like Finance, HR, Risk and Compliance, Legal and Corporate Affairs are also aligned to the new regions. The IT department will follow after completion of the data migrations.

• Region 1 and Region 2  are supervised by John Saffrett, Group Deputy Chief Executive Officer and managed by the Regional Directors Laurent Saucié and Philippos Zagorianakos respectively;
• Region 3 and Region 4 are supervised by Berno Kleinherebrink, Group Deputy Chief Executive Officer and managed by the Regional Directors Jeroen Kruisweg and Martin Koessler respectively.

(1) Revenues from external customers: Leasing contract and services revenues and proceeds of cars sold.

2.1.3Financial results

2.1.3.1Financial performance

Leasing and Services margins

Taken together, Leasing & Services margins amounted to EUR 2,697.2 million in 2024, increasing by +33.1% compared to 2023 including a perimeter change impact linked to the LeasePlan acquisition closing on 22 May 2023.

In 2024, underlying margins(3) increased by +28.9% in euros vs 2023. Underlying margins stood at 532 bps of average earning assets, reflecting the measures implemented to restore profitability.

Non-recurring items totalled EUR -114.5 million in 2024, down -26.0% vs 2023 where they amounted to EUR -154.7 million. 2024 non-recurring items included notably the effects of hyperinflation accounting in Turkey for EUR -68.7 million vs EUR 39.2 million in 2023, a provision of EUR -18 million vs EUR -25.5 million in 2023 relating to the provision for the UK motor finance commissions. For further detail see section 2.1.3.3 and Chapter 4 section 4.1.4.3 of this Universal Registration Document.

Other non-recurring items impacting total margins relate to:

• Mark-to-market (MtM) of derivatives partially offset by breakage income for EUR -28.3 million vs EUR -186 million in 2023;
• a partial release of a provision in Italy relating to road tax for EUR 10 million vs no such release in 2023;
• PPA adjustments of EUR -9.6 million in 2024 vs EUR 17.7 million in 2023.

Used Car Sales (UCS) result and Depreciation costs adjustments

In 2024, the Used Car Sales (UCS) result and Depreciation costs adjustments reached EUR 317.1 million lower than last year’s exceptionally high level of EUR 883.1 million, despite the increase in volume sold to 624 thousand vehicles in 2024 vs 449 thousand vehicles in 2023.   

Ayvens’ UCS result per unit(4) excluding the negative impact of all depreciation adjustments came in at EUR 1,455 per unit in 2024 vs EUR 2,401 EUR in 2023 which is in the upper range of Ayvens’ 2024 guidance. In terms of powertrains dynamics, the demand for used vehicles in Europe follows a similar trend as for the new vehicles with transition to greener mobility being more gradual than initially anticipated. ICE cars demand remained strong resulting in sustained high prices for this powertrain, whilst demand for electric vehicles, notably BEVs, was more moderate . Nonetheless, losses made on BEVs have stabilized throughout the year.

Depreciation costs adjustments totalled EUR -590.9 million in 2024 increasing by EUR 395 million comparing to EUR -195.4 million 2023. These adjustments consist of the negative net impact of the prospective depreciation adjustments on UCS result amounting to EUR – 289.3 million in 2024 vs positive EUR 17.2 million in 2023 and the impact of LeasePlan PPA of EUR -301.6 million in 2024 vs EUR -212.6 million in 2023.

Ayvens’ UCS result per unit including depreciation costs adjustments was EUR 508 per unit in 2024 vs EUR 1,966 per unit in 2023.

As at 31 December 2024, Ayvens’ stock of prospective depreciation yet to be reversed over the coming years was EUR 303.0 million (of which EUR 201.0 million to be reversed in 2025) hence having a negative impact on future UCS profits.

Remaining PPA depreciation for the vehicles scheduled to be sold in the former LeasePlan entities in 2025 amounts to EUR -25.0 million.

Consequently, Ayvens’ Gross operating income (GOI) reached EUR 3,014.3 million in 2024, up 3.6% vs 2023.

Operating expenses

Operating expenses amounted to EUR 1,899.3 million in 2024, up from EUR 1,591.6 million in the same period last year, mainly driven by the impact of change in perimeter linked to the LeasePlan acquisition closing on 22 May 2023, costs to achieve of EUR 120.0 million (vs EUR 170.0 million in 2023) as well as the cost of being regulated.

As a result, the underlying cost/income ratio(5) stood at 63.2% in 2024 vs 62.8% in 2023.

Cost of risk

For 2024, impairment charges on receivables were EUR 128.5 million vs EUR 70.7 million in 2023 and the cost of risk stood at 24 bps, at mid-cycle level vs 18 bps in 2023. The increase in cost of risk in 2024 compared to 2023 is primarily driven by LeasePlan’s alignment on the Group’s provisioning methodology and a perimeter effect.

Net income

Income tax expense decreased to EUR 284.2 million, down from EUR 359.4 million in 2023 mainly due to the base effect. The effective tax rate decreased slightly to 28.6% from 29.3% in 2023, due to the recognition of tax credits and release of unused tax provisions.

Non-controlling interests were EUR -26.6 million compared to EUR -27.9 million in 2023.

Net income (Group share) reached EUR 683.6 million in 2024 vs EUR 760.0 in 2023. The net result is mainly impacted by the continued normalisation of the used car sales result and depreciation adjustments linked to PPA and prospective depreciation (EUR -566.0 million variation 2024 vs 2023) .

Diluted earnings per share (6) was EUR 0.73 vs EUR 0.99 in 2023.

The Return on Tangible Equity (ROTE) came in at 8.6% in 2024, down from 11.5% in 2023.

Shareholder distribution

The Board of Directors has decided to propose to the General Meeting of Shareholders the distribution of a dividend of EUR 0.37 per share in respect of the 2024 financial year, compared to EUR 0.47 the previous year. This amount corresponds to Ayvens’ PowerUP 2026 objective of paying 50% of Net income Group share to its shareholders. Conditional on this approval, the dividend will be detached on 26 May 2025 and paid on 28 May 2025.

2.1.3.2Balance sheet and regulatory capital

Financial structure

Group shareholders’ equity totalled EUR 11.1 billion as at 31 December 2024 (vs EUR 10.8 billion as at 31 December 2023). Net asset value per share was EUR 12.70 and net tangible asset value per share was EUR 9.28 as at 31 December 2024.

Equity attributable to non-controlling interests decreased from EUR 525.6 million as at 31 December 2023 to EUR 27.2 million following the redemption of LeasePlan’s EUR 500 million undated deeply subordinated additional Tier 1 fixed rate resettable callable capital securities issued prior to the acquisition.

The total balance sheet increased from EUR 70.4 billion as at 31 December 2023 to EUR 75.1 billion as at 31 December 2024, on the back of the EUR 1.5 billion increase in earning assets, underpinned by the continued growth of EV which have a higher value and EUR 2.3 billion increase in short-term deposits with Societe Generale which represent excess funding placed on deposit.   

Financial debt excluding savings deposits(7) stood at EUR 40.6 billion at the end of December 2024 (vs EUR 37.6 billion at 31 December 2023), while deposits(8) reached EUR 13.9 billion (vs EUR 11.8 billion as at the end of 2023). As at 31 December 2024, the outstanding amount of loans granted to the Group by Societe Generale minus the deposits placed by the Group entities with Societe Generale, was EUR 12,511.2 million which represents 25.8% of the total net outstanding financial debt (2023: EUR 13,330.4 million and 28.8% respectively). See section 2.5.3 for further details.

As part of its active liquidity management strategy, Ayvens continued to diversify its funding. The funding raised through bond issuances during  2024 reached a total of EUR 3.97 billion including EUR 500 million pre-funding issuance made in November 2023. It marks a successful completion of the funding programme planned for 2024 and confirms the market’s strong appetite for Ayvens' debt instruments.

The combined entity has access to ample short-term liquidity, with cash holdings at Central bank reaching EUR 4.3 billion as at 31 December 2024 (vs EUR 3.5 billion as at 31 December 2023). In addition, the Group has an undrawn committed Revolving Credit Facility of EUR 1.75 billion as at the date of this Universal Registration Document.

Regulatory capital

Ayvens’ risk-weighted assets (RWA) under CRR2/CRD5 rules totalled EUR 59.0 billion as at 31 December 2024 (vs EUR 57.4 billion as at 31 December 2023), with credit risk-weighted assets accounting for 85% of the total. Ayvens had a Common Equity Tier 1 ratio of 12.6% and Total Capital ratio of 16.4% as at 31 December 2024 (12.5% and 16.4% as at 31 December 2023 respectively).

2.1.3.3Definitions, methodologies, restatements and alternative performance measures

Framework

The financial information presented in respect of the financial year ended 31 December 2024 was prepared in accordance with IFRS as adopted in the European Union and applicable at that date.

Change of presentation of Gross operating income

From 31 December 2024, Ayvens changed presentation of the components within the Gross operating income in its income statement.

Prospective depreciation, which reflects revision of residual values of the running fleet and previously accounted for in the Leasing margin in Leasing costs - depreciation, is now recognised in the Used car sales. This transfer is accompanied by a change of the “Used car sales result” caption becoming “Used car sales result and depreciation costs adjustments”. These presentation changes do not impact Gross operating income overall, nor Net income, Group share. Comparative income statement for year ending 31 December, 2023 has been restated to reflect this presentation change.

Restatement of 2023 income statement

2023 consolidated income statement has been restated in 2024 to reflect several period-specific effects which have been omitted or reported in error. For full detail on restatements see Section 6.2.1 and 6.3.1 of this Universal Registration Document.

Acquisition of LeasePlan – updates in 2024

The provisional allocation of LeasePlan’s purchase price to acquired assets and assumed liabilities as at the date of acquisition closing led Ayvens to revise the value of LeasePlan’s net assets upwards by circa EUR 230 million, as a result of the assessment of LeasePlan’s assets and liabilities at fair value at 31 December 2023.

In 2024, Ayvens completed accounting for business combinations which resulted in EUR -80 million adjustment to the provisional allocation. The purchase price increased by EUR 72 million following the Group’s assessment of the earn-out consideration, leading to an increase in goodwill on acquisition of EUR 152 million. The final goodwill on acquisition of LeasePlan is EUR 1,548 million.

Closing amounts of assets and liabilities of LeasePlan as at 31 December 2023 were restated to reflect adjustments to provisional allocations. As a result, Gross operating income was charged with an additional depreciation of earning assets of EUR 20.8 million. This depreciation and its tax effects have been reflected by restating the comparative income statement of 2023 in the Group annual financial statements of 2024. See below table of 2023 restatements.

UK motor finance commissions

As at 31 December, 2024, Ayvens recorded a provision of EUR 93 million relating to the potential  UK motor finance commissions exposure. EUR 69 million of the total EUR 93 million was recognised as a restatement of 2023 financial statements of which EUR 44 million related to LeasePlan UK impacting goodwill on acquisition and EUR 26 million provision impacting 2023 income statement and equity booked to cover liability in ALD UK.

For further information on the UK motor finance commissions, see section 4.1.4.3 Legal, fiscal and compliance risks and 6.3.1 Basis of preparation of this Universal Registration Document.

Understated depreciation costs and further impairment of goodwill

A computational error in calculating depreciation of the vehicles (short-term rentals) in the German subsidiary Fleetpool resulted in additional depreciation costs recognised in the 2023 income statement with a corresponding reduction of the net book value of rental fleet.

Consequently, the Group recognised a further impairment of the goodwill in Fleetpool for EUR 14.7 million, in addition to EUR 23.7 million impairment recognised in the income statement in 2023.

Reclassification of short-term rental costs from Leasing to Services margin

There has been a reclassification of short-term rental fleet depreciation costs to “Cost of services revenues” which was erroneously included in “Leasing contract costs – depreciation” in 2023, in total amounting to EUR 67.9 million.

Table reflecting all 2023 income statement restatements:

Alternative performance measures

Underlying margins

Underlying margins represent the total of Leasing and Services margins as presented in the consolidated income statement under IFRS but excluding items which are non-recurring and/or non-operating in nature such as:

• Mark-to-market on derivatives
• Breakage revenues/costs on early termination of loans and derivatives
• Hyperinflation impacts in Turkey (net monetary gain/loss and additional depreciation costs charged on the inflationary increase of lease assets)
• Impacts of purchase price allocation (PPA) linked to accounting for business combinations
• Countries exceptional provisions or their releases

Margins in basis points

Margins in basis points are underlying margins which are annualised and expressed as a percentage of average earning assets

Underlying operating expenses

Underlying operating expenses represent Total operating expenses as presented in the consolidated income statement under IFRS but excluding costs which would not be incorred in the ordinary course of business:

• Costs to achieve (CTA) integration
• Rebranding, consultancy transaction and other acquisition costs

Underlying cost/income  (C/I) ratio

Underlying cost to income ratio is calclated as underlying operating expenses divided by underlying margins

Return on Tangible Equity (ROTE)

ROTE is calculated on the basis of average Group shareholders’ equity under IFRS.

It excludes:

• unrealised or deferred capital gains or losses booked directly under shareholders’ equity, excluding conversion reserves;
• AT1 capital.

It deducts:

• interest payable to holders of AT1 capital;
• a provision in respect of the dividends to be paid to shareholders;
• net goodwill;
• net intangible assets.

Net income used to calculate ROTE is based on Group Net income but reinstating interest on AT1 capital.

Earnings per share

In accordance with IAS 33, to calculate earnings per share (EPS), “Group Net income” for the period is adjusted for the amount of interest paid on AT1 capital. Earnings per share is therefore calculated as the ratio of corrected Group Net income for the period to the average number of ordinary outstanding shares, excluding shares allocated to cover stock options and shares awarded to staff and treasury shares in liquidity contracts.

Net Asset Value, Net Tangible Asset Value

Net assets comprise Group shareholders’ equity, excluding AT1 capital and interest payable to holders of AT1 capital, but reinstating the book value of shares allocated to cover stock options and shares awarded to staff and treasury shares in liquidity contracts.

Tangible net assets are corrected for net goodwill in the assets, goodwill under the equity method and intangible assets. In order to calculate Net Asset Value (NAV) per share or Net Tangible Asset Value (NTAV) per share, the number of shares used to calculate book value per share is the number of shares issued at the end of the period, excluding shares allocated to cover stock options and shares awarded to staff and treasury shares in liquidity contracts.

Regulatory capital and solvency ratios

The Group is subject to regulatory capital requirements since the closing of the LeasePlan acquisition on 22 May 2023 due to its new regulated status of Financial Holding Company, supervised by the European Central Bank. The Group’s Common Equity Tier 1 capital is calculated in accordance with applicable CRR2/CRD5 rules.

2.1.4Investments

2.1.4.1Historical investments

The Group’s investments in property, plant and equipment and intangible assets (other than acquisitions and investments in the fleet) during the financial years ended 31 December 2023 and 2024 totalled EUR 276.9 million and EUR 201.4 million, respectively. Acquisitions and investments in the fleet mainly relate to the acquisitions mentioned below and investments made by the Group in its fleet.

In April 2023, ALD announced the closing of the sale of ALD Russia.

In May 2023, ALD announced the closing of the LeasePlan acquisition (see Section 6.2, note 2.1 “Acquisition of LeasePlan”).

In August 2023, Ayvens sold ALD’s entities in Portugal, Ireland and Norway, and LeasePlan’s entities in the Czech Republic, Luxembourg and Finland, as per antitrust measures required by the European Commission.

In October 2023, Ayvens sold its subsidiary ALD Belarus.

In February 2024, Ayvens sold its subsidiary LeasePlan Russia. 

The Group signed put and call agreements on its stake in ALD Morocco. The signing of these agreements led the Group to derecognise investment in this associate as at 31 December 2024.

The risks related to acquisitions and Ayvens’ strategy for managing these risks are described in Section 4.1 “Risk Factors” of this Universal Registration Document.

2.1.4.2Ongoing investments

The Group has no ongoing investments.

2.1.4.3Future investments

The Group plans to continue making appropriate investments for its business.

2.2Trend information

The following discussion of Ayvens’ results of operations and financial condition contains forward-looking statements. Ayvens’ actual results could differ materially from those that are discussed in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Registration Document, particularly under “Risk factors”.

2.2.1Business trends

Detailed descriptions of the Group’s results for the financial year ended 31 December 2024 and of the principal factors affecting the Group’s operating income are contained in sections 2.1.2 “Ayvens activity” and 2.1.3 “Financial results” of this Universal Registration Document.

2.2.2Medium-term objectives

The individual elements of the medium-term objectives presented below do not constitute forecast data or profit estimates. Objectives are based on data, assumptions and estimates that the Group considers reasonable as at the date of this Universal Registration Document. These objectives are based on assumptions concerning economic conditions for the medium term and the expected impact of the Group’s successful implementation of its strategy. The data, assumptions and estimates on which the Group has based its objectives may change or be modified during the relevant period in particular as a result of changes in the economic, financial, competitive, tax or regulatory environment, market changes or other factors of which the Group is not aware as of the date of this management report. The occurrence of one or more of the risks described in Section 4.1 “Risk factors” of this Universal Registration Document could affect the Group’s business, market situation, financial position, results or outlook and therefore its ability to achieve the objectives presented below. The Group can’t give any assurances or provide any guarantee that the objectives set forth in this section will be met.

The continued shift from ownership to usership, transition to electrification, Flexible leasing solutions, used car and multi-cycle leasing are expected to be strong drivers of Ayvens’ business growth in the medium term.

In its PowerUP 2026 strategic plan unveiled at the Capital Markets Day on 18 September 2023, Ayvens has updated its strategy and set a number of operational, financial and non-financial targets (see section 1.4 “Strategy” of this Universal Registration Document).

2.2.3Outlook for 2025

Ayvens will continue to roll-out its strategic and financial roadmap and will focus on three core priorities in 2025.

Executing integration

The Group's integration execution will continue gaining pace in 2025, with the objective to finalize IT and Legal integrations in overlapping countries and implement local Target Operating Models. This will enable to deliver the remaining synergies and achieve the Group’s financial targets.

Continuing with sustainable growth and EV strategy

After the portfolio review that was operated in 2024, Ayvens plans to resume fleet growth in 2025 and capture growth perspectives by leveraging its leading positions and close partnerships with car manufacturers. In parallel, in a fast-changing global ecosystem, the Group will continue to proactively monitor the EV value chain to ensure adequate profitability and mitigate residual value risk.

Maintaining high regulatory and ESG standards

As a regulated entity and a major player in the transition to a low-carbon economy, the Group has the ambition to maintain high ESG standards and meet the expectations of its main stakeholders. As a reminder, Ayvens has obtained the Ecovadis Platinum medal placing the Group in the top 1% companies assessed during the last twelve months.

These strategic priorities demonstrate Ayvens’ commitment towards its PowerUP 2026 plan. Ayvens also sets the following targets in 2025 as an intermediary step towards realisation of the plan:

• UCS result per unit between EUR 700 and EUR 1,100 on average, excluding the negative impact of depreciation costs adjustments (prospective depreciation reversal and PPA) resulting in between EUR 300 and EUR 700 on average, including the depreciation costs adjustments;
• Gross synergies of EUR 350 million
• Underlying cost/income ratio: 57% to 59%;
• Costs to achieve (CTA) between EUR 115 and 125 million
• Dividend payout of 50%;
• CET1 ratio of circa 12%.

2.3Subsequent events

None

2.4Research and development, and licences

2.4.1Research and development

The Group is committed to innovating and offering value added solutions. It continues to strive to develop new products and new expertise. An Innovation Committee was created to share, prioritise, and accelerate innovation initiatives.

As a pioneer in mobility solutions, the Group regularly reviews its product offers and innovates to provide the best products for its customers, to support fleet managers in their daily work and to provide drivers with the solutions best suited to their needs.

In 2024, Ayvens continued to develop its portfolio of innovative products, including the electric offer, a holistic “end-to-end” approach to the powertrain shift for company and commercial fleets, which is now available in 34 countries.

Ayvens’ connected vehicle established to 450,000 , primarily utilizing aftermarket telematics.

On one side, local connected vehicle initiatives are in place, partnering with best-in class aftermarket devices providers and depending on the local expected use cases. 
On the other side, the Ayvens central connected car platform has now more than 160,000 connected vehicles (ProFleet solution and cost avoidance insurance offering).

Additionally, Ayvens has initiated tests with OEM telematics to offer connected vehicles through embedded telematics systems in the future. 

Available in the Netherlands, France and Belgium, Move is Ayvens’ first Mobility as a Service offer. It helps clients make smart mobility decisions by providing daily mobility advice, considering an employee’s own calendar, real-time traffic data, the companies’ objectives (such as CO2 emissions, TCO, etc). Users get insights into their budget and travel history, while employers receive reporting on the mobility expenses in order to monitor the Company’s mobility and to efficiently manage and adapt the mobility policy as necessary.

2.4.2Intellectual property rights, licences, user rights and other intangible assets

The Group’s intellectual property rights essentially comprise the following:

• rights to trademarks and other distinctive signs used by the Group in the ordinary course of business:
• Further to the listing of Ayvens  shares on Euronext Paris, a trademark assignment agreement and a trademark licence agreement were concluded between Ayvens (ex-ALD) and Societe Generale so as to regulate Ayvens' (ex-ALD) use of these trademarks. The trademark assignment agreement aimed at transferring to Ayvens the ownership of the trademarks which do not contain any elements of the Societe Generale brand and previously owned by Societe Generale, in the countries where they are registered.
• Societe Generale awarded Ayens  a licence to use the Societe Generale logo, under a trademark licence agreement concluded for a term of 99 years and permitting such trademarks to be sub-licensed. The trademark licence agreement provides for Societe Generale’s right to terminate the agreement in the event of a reduction of its holding in Ayvens (ex-ALD) below 50% as well as in the event of insolvency, winding-up or dissolution of Ayvens. In the case of such termination, the proposed agreement provides for an additional period of 18 months post-termination for the use of the licenced trademarks;
• in October 2023, the Group launched its new global mobility brand “Ayvens” to unify ALD and LeasePlan. Along with Societe Generale, the Group has registered domain names for its website in the countries where it operates and has also ensured the protection of the “Ayvens” trademark in France and Europe. It is currently finalising its registration in all the jurisdictions where the Group operates. The Group expects to finish its rebranding exercise in 2025. The Group registers its ownership of various domain names (including Ayvens, Ayvens Automotive, Ayvens Carmarket, MyAyvens, Ayvens websites) centrally, mostly through external services;
• rights relating to information systems, data protection and software licences that the Group uses in connection with its business:
  • the Group has developed information systems it uses on a daily basis in connection with its business, notably relating to data protection and security. It has developed some policies related to improving the classification and protection of sensitive information and reinforcing its general security guidelines. For more information on the Group’s security policy and related information systems, see Section 4.1.4.1 “IT Risks” of this Universal Registration Document;
  • the Group and its subsidiaries hold licences for the main software it uses in conducting its business.

2.5Cash flow

2.5.1Net cash flows related to operating activities

Amounts received for disposal of rental fleet

Amounts received for disposal of the rental fleet increased to EUR 11,529.5 million during the financial year ended 31 December 2024 compared to EUR 7,253.4 million during the financial year ended 31 December 2023, primarily as a result of inclusion of LeasePlan in the consolidation perimeter for 12 months versus from 22 May in 2023 and used car prices still being at a high level.

Amounts paid for acquisition of rental fleet

The amounts paid for the acquisition of the leased vehicles were EUR 21,950.3 million during the financial year ended 31 December 2024 compared to EUR 18,257.1 million during the financial year ended 31 December 2023 as a result of inclusion of LeasePlan in the consolidation perimeter for 12 months versus from 22 May in 2023.

Changes in working capital

Changes in working capital (comprising short-term assets and liabilities) resulted in a net positive contribution to the net cash from operating activities of EUR 1,464.6 million during the financial year ended 31 December 2024 compared to EUR 249.1 million during the financial year ended 31 December 2023. The change is due to the inclusion of LeasePlan in the consolidation perimeter for 12 months in 2024 versus 7 months in 2023 and increase in finance and operating lease receivables invoiced to customers driven by a higher net earning assets value.

Net interest received

Net interest received has increased to EUR 1,472.3 million during the financial year ended 31 December 2024, compared to EUR 979.8 million during the financial year ended 31 December 2023 primarily as a result of inclusion of LeasePlan in the consolidation perimeter for 12 months versus from 22 May in 2023 and a rise in interest rates from 2023 which resulted in higher cash in and outflows.

2.5.2Net cash flows related to investment activities

Loans and receivables from related parties

As part of the liquidity strategy, the Group places its excess cash on short-term deposits with Societe Generale. Cash outflow related to this activity increased by EUR 2.3 billion in 2024.

2.5.3Net cash flows related to financing activities

Proceeds from borrowings from financial institutions

Proceeds from borrowings from financial institutions increased to EUR 22,699.8 million during the financial year ended 31 December 2024 compared to EUR 10,533.7 million during the financial year ended 31 December 2023. The increase is due to the inclusion of LeasePlan for 12 months in the consolidation perimeter in 2024 versus 7 months in 2023.

Repayments of borrowings from financial institutions

Repayments of borrowings reached EUR 21,946.9 million during the financial year ended 31 December 2024 compared to EUR 6,665.6 million during the financial year ended 31 December 2023.

Proceeds from issued bonds

Proceeds from bond and securitization issues decreased from to EUR 5,507.6 million during the financial year ended 31 December 2023 to EUR 4,087.0 million during the financial year ended 31 December 2024, as a result of Ayvens’ completing its funding programme in 2024.

Repayment of issued bonds

Repayment of issued bonds and securitizations decreased from EUR 4,414.3 million during the financial year ended 31 December 2023 to EUR 3,612.4 million during the financial year ended 31 December 2024, as a result of the lower amount maturing.

Ayvens closed a public Dutch securitisation transaction in 2024 for EUR 600 million, as well as renewed the private securitisation programmes in the Netherlands and the UK. The latter was also upsized during the renewal in 2024.

Information on the Group’s liabilities is provided in section 6.2 note 29 “Borrowings from financial institutions, bonds and notes issued” of this Universal Registration Document.

2.6Risks and control

Chapter 4 presents Ayvens’s risk factors and policy concerning their management.

2.7Share capital and shareholder structure

2.7.1History of the Company’s share capital over the past three years

In December 2022, the Company raised its capital by approximately EUR 1.2 billion, through a rights issue with shareholders’ preferential subscription rights, whose purpose was to finance part of the cash component of the LeasePlan acquisition price. 161,641,456 new ALD shares with a par value of EUR 1.50 per share were issued by the Company and admitted to trading on Euronext Paris from 20 December 2022. These new shares were assimilated to the existing shares of the Company, on the same trading line and with the same ISIN code.

On 22 May 2023, the Company issued 251,215,332 new ALD shares to the benefit of LeasePlan’s selling shareholders representing 30.75% of ALD’s share capital as at the date of completion of the acquisition, i.e. the securities component of the acquisition price. These new shares, with a par value of EUR 1.50 per share, were admitted to trading on Euronext Paris on 24 May 2023, with initial ISIN code FR001400FYA8. They were assimilated to the existing shares of the Company on 5 June 2023, on the same trading line and with the same ISIN code (FR0013258662).

On 14 May 2024, the Combined Shareholders Meeting approved to change its name from ALD to Ayvens. Additionally, shareholders renewed the authorization to buy back Ayvens' shares, allowing the Board of Directors to repurchase shares up to 5% of the total number of outstanding shares. The program is designed in connection with the execution of Ayvens liquidity contract and the allocation of performance shares.

On 30 May 2024, the Group announced as at 3 June 2024, its shares will be traded under ticker symbol “AYV” on Euronext Paris, with the ISIN and Euronext code remaining unchanged.

2.7.2Shares held by or on behalf of the Company

As at 31 March 2025, the Company held 595,895 treasury shares, of which: i) 163,293 shares held under the liquidity agreement entered into between the Company and Exane BNP Paribas on 14 January 2021 and transferred by Exane BNP Paribas to BNP Paribas Arbitrage on 23 October 2023 and ii) 432,602 shares held to cover the long-term free shares incentive plan. No shares of the Company are held by any of its subsidiaries or by any third party on its behalf.

The Combined Shareholders’ Meeting held on 14 May 2024 authorised the Board of Directors, for a period of 18 months from the date of this Shareholders’ Meeting, with the ability to subdelegate as provided by law, in accordance with Articles L. 22-10-62 et seq. of the French Commercial Code (Code de commerce), the General Regulation of the French Financial Markets Authority and Regulation (EU) No. 596/2014 of the Parliament and of the Council of 16 April 2014, to purchase shares of the Company in order to carry out the following transactions:

• cancel shares as part of a capital reduction carried out in accordance with the authorisation given for that purpose by the Combined Shareholders’ Meeting held on 24 May 2023;
• allocate, cover and honour any free shares allocation plans employee savings plans or any type of allocation to the benefit of employees or corporate officers of the Company or affiliated companies under the terms and conditions stipulated or permitted by French or foreign law, particularly in the context of participation in the results of the expansion of the Company, the granting of free shares, any employee shareholding plans as well as completing any related transactions to cover the aforementioned employee shareholding plans;
• provide shares upon the exercise of rights attached to securities giving access to the share capital of the Company;
• market-making activities under a liquidity contract signed with an investment services provider, in compliance with the market practices permitted by the AMF;
• hold and subsequently deliver as payment or in exchange shares in connection with the Group’s external growth transactions;
• implement any market practice that may become recognised by law or by the AMF.

Acquisitions, disposals, exchanges, or transfers of these shares may be made, on one or more occasion, by any means, on markets (regulated or unregulated), multilateral trading facilities (MTF), via systematic internalisers or over the counter, including the disposal of blocks of shares, within the limits and according to the methods defined by the laws and regulations in effect. The portion of the buyback programme that may take place through block trades may equal the entirety of the programme.

These transactions may be completed at any time, in compliance with regulations in effect at the date of the planned transactions. Nevertheless, in the event a third party were to file a public offering targeting the Company’s securities, the Board of Directors shall not be able, during the offering period, to decide to implement this buyback programme unless it has received the prior authorisation of the General Shareholders’ Meeting.

In the event of a capital increase through the incorporation of premiums, reserves and profits, resulting in either an increase in the nominal value or the creation and granting of free shares, as well as in the event of a split or reverse stock split or any transaction pertaining to the share capital, the Board of Directors may adjust the aforementioned purchase price to take into account the impact of these transactions on the share value.

The Board of Directors has all powers, with the ability to delegate, to implement this buyback programme, and particularly to place all orders on all stock markets or to perform any transactions off the market, to enter into all agreements for the purpose of keeping records of share purchases and sales, to allocate or re-allocate acquired shares to different objectives in compliance with the legal and regulatory conditions in effect, to prepare any documents, particularly the description of the share buyback programme, to complete any formalities and disclosures to the AMF and any other bodies, to, where appropriate, make adjustments related to any transactions on the Company’s share capital and, generally, to do all that is necessary for the application of this buyback programme.

Shares purchased by the Company may not exceed 5% of the share capital at the date of the purchase, it being specified that the number of shares held following these purchases may not at any time exceed 10% of the share capital. Nevertheless, the total amount allocated to the share buyback programme shall not be greater than EUR 600,000,000.

The maximum purchase price for a share is set at EUR 28.60 (excluding fees).

Under its liquidity agreement, Ayvens acquired 1,310,285  shares for a value of EUR 8,124,845 in 2024 and sold 1,305,615 shares for a value of EUR 8,111,193 over the full year 2024. At 31 December 2024, 162,471 shares were held in the liquidity agreement.

As part of its long-term free shares incentive plan, Ayvens did not conduct any share buybacks between 1 January and 31 December 2024. Consequently no funds were allocated to such transactions. As at 31 December 2024, Ayvens held 839,734 treasury shares.

During 2024, 274,602 shares were definitively acquired (vested) by the beneficiaries of the free share plan and are therefore no longer held by Ayvens.

Between 1 January 2024 and the date of this Universal Registration Document, excluding the liquidity agreement, Ayvens did not buy any of its own shares on the market.

2.7.3Transactions of managers or members of the Board of Directors

See Chapter 3 “Corporate Governance” of this Universal Registration Document.

2.7.4Dividends distributed for the three previous years

In accordance with the provisions of Article 243 bis of the French General Tax Code, the amounts of dividends distributed for the last three financial years are as follows:

2.7.5Shareholders

To the best of its knowledge, Ayvens does have any pledges on a significant part of its capital.

2.7.5.1Shareholders holding more than 5% of the share capital

Also, to the Company’s knowledge, at 31 December 2024, no shareholders held, directly or indirectly, 5% or more of the share capital or voting rights of the Company, other than:

• Societe Generale, which held, directly or indirectly, 429,649,292 shares, representing 52.59% of the capital and 68.99% of the voting rights of the Company;
• Lincoln Financing Holdings Pte. Limited. which held, directly or indirectly, 77,755,523 shares, representing 9.52% of the capital and 6.24% of the voting rights of the Company;
• Lincoln Holding S.à r.l. which held, directly or indirectly, 66,027,751 shares, representing 8.08% of the capital and 5.30% of the voting rights of the Company.

As at the date of this Universal Registration Document, the Company is controlled by Societe Generale.

In accordance with the recommendations of the AFEP-MEDEF Code, at least one-third of the members of the Board of Directors are independent directors (see Chapter 3 “Corporate Governance” of this Universal Registration Document). Its committees have a high proportion of independent directors in order to protect the interests of minority shareholders.

The management and Board of the Group is entirely dedicated to the interests of the Group and to the fulfilment of the corporate purpose. The absence of unbalanced agreements between Ayvens and Societe Generale, the presence of independent directors and the separation of the functions of the Chairperson of the Board and Chief Executive Officer allow Ayvens to state that the de jure control exercised by Societe Generale is not likely to lead to an undue use of majority powers.

Following the entry into force of new provisions from the “PACTE” law, agreements between Ayvens and Societe Generale, considered to be a related party, are analysed using a specific procedure described in Section 3.8.1 of this Universal Registration Document.

2.7.5.2Crossing of legal and statutory thresholds

Since 1 January 2024, the following declarations of legal and regulatory threshold crossings had been declared to the Company:

• DNCA Finance fell below the threshold of 1.5% of the share capital on 26 January 2024  and at that date held 12,245,488 shares;
• DNCA exceeded the threshold of 1.5% of the share capital and 1% voting rights on respectively 26 and 31 January 2024  and at that date held 12,490,912 shares;
• DNCA fell below the threshold of 1% of the voting rights on 13 March 2024 and at that date held 12,372,542 shares;
• DNCA exceeded the threshold of 1% of voting rights on 20 March 2024 and at that date held 12,481,294 shares;
• Moneta Asset Management reached the threshold of 1.5% of the share capital and voting rights on 27 June 2024 and at that date held 12,352,641 shares;
• DNCA Finance exceeded the threshold of 2.00% of the share capital and voting rights on 6 September 2024 and at that date held 16,340,233 shares;

2.7.5.3Shareholders’ agreement between Societe Generale, TDR, Lincoln and ATP

Societe Generale, Lincoln S.à r.l (hereafter “TDR”), Lincoln Financing Holdings Pte. Limited (hereafter “Lincoln”), Arbejdsmarkedets Tillægspension (hereafter “ATP”) entered into a concert shareholders’ agreement upon completion of the LeasePlan acquisition (i.e. on 22 May 2023), which provides, with regard to the transfer of shares of Ayvens, that:

• for a 40-month period following the completion of the acquisition (i.e. until  22 September 2026), Societe Generale undertakes not to transfer any Ayvens shares (subject to certain customary exceptions). At the end of this period, Societe Generale will have the possibility to sell up to 15% of its Ayvens shares within 12 months following the expiration of this period. In the event that Societe Generale does not make use of this option or makes only partial use of it, Societe Generale may sell up to 20% of its Ayvens shares in the subsequent 12-month period, and so on, in any event within a limit of 20% of its Ayvens shares per annum;
• ATP,  Lincoln  and the other LeasePlan’s shareholders were bound by a 12-month lock-up period (i.e, until May 2024). Since the end of this period, they have the option to transfer up to 50% of their respective Ayvens shares until May 2025. In the event that they do not make use of this option or make only partial use of it, they may each sell up to 66.67% of their respective Ayvens shares in the subsequent 12-month period (i.e. between May 2025 and May 2026), and so on, in any event within a limit of 66.67% of their respective Ayvens shares per annum;
• as from the expiry of the respective lock-up undertakings of Societe Generale, ATP and Lincoln, there will no longer be a general lock-up of their respective Ayvens shares but transfers of shares will be subject to limitations to provide for a potential gradual exit of these shareholders;
• each of Societe Generale, ATP, Lincoln and TDR undertake not to enter into any transaction that would result in the requirement to file a public offer (projet d’offre publique) on Ayvens (unless they obtain a prior waiver from the AMF); and
• ATP, Lincoln and TDR undertake not to transfer their Ayvens shares to (i) a competitor of Ayvens or a competitor of Societe Generale, (ii) a sanctioned person, or (iii) a person who does not have the required regulatory approvals to proceed with the proposed acquisition.

The shareholders’ agreement will remain in force until the earliest of the following three dates: (i) the date on which ATP, Lincoln and TDR cease to hold, together (directly or indirectly), at least 16.67% of the shares they owned after completion of the LeasePlan acquisition, (ii) the date on which Societe Generale ceases to hold at least 5% of the shares it owned after completion of the LeasePlan acquisition and (iii) the 15th anniversary of the signing of the shareholders’ agreement.

Societe Generale and certain LeasePlan’s selling shareholders  (TDR, ATP and Lincoln) act in concert since the completion of the LeasePlan acquisition.

Shareholding structure of Ayvens (11)

As part of the acquisition price of LeasePlan, Ayvens  issued warrants for the benefit of LeasePlan’s selling shareholders, so that their total shareholding would reach 32.9% in the case of the full exercise of warrants, assuming that LeasePlan’s selling shareholders have not sold the shares received at the closing of the acquisition. 26,310,039 warrants were issued for the benefit of LeasePlan’s selling shareholders on 22 May 2023. The main warrant characteristics are as follows:

• EUR 2.00 strike price;
• 1 Ayvens  share for 1 warrant;
• Exercise: between 1 to 3 years after closing, if the Ayvens share price exceeds EUR 14.07.

In the case of the exercise of warrants, the shareholder structure of the Group would be as follows:

2.7.6Rights, privileges and restrictions attached to shares
(Articles 8, 11 and 12 of the Bylaws)

Voting rights (Article 8)

Each share gives entitlement to a share in the ownership of the Company, a share in the profits and in the liquidation surplus, in proportion to the number of existing shares, taking into account, if applicable, amortised and non-amortised capital, paid-up or otherwise, the nominal amount of shares and rights attached to the different classes of shares. Furthermore, it gives entitlement to vote at and be represented in Shareholders’ Meetings, under the legal and statutory conditions.

Each share entitles its holder to one vote at Shareholders’ Meetings.

As an exception to the foregoing, double voting rights, relative to the fraction of the capital stock the shares represent, are granted to all fully paid-up shares for which proof is provided of registration in the name of the same shareholder for at least two years.

Double voting rights, governed by Article 8 of the bylaws, were authorised at the General Meeting of 22 May 2023, pursuant to Resolution 16. 

In addition, in the event of a capital increase by capitalisation of reserves, profits or issue premiums, a double voting right is allocated, as soon as they are issued, to the registered shares allocated free of charge to a shareholder owning shares conferring this right.

Any share converted to bearer form or for which ownership is transferred loses its double voting rights. Nevertheless, the transfer as a result of inheritance, liquidation of community of property between spouses and inter vivos donation to a spouse or a relative in line of succession does not cause the loss of the acquired right and does not interrupt the two (2) year period above. The merger of the Company has no effect on the double voting rights that may be exercised within the acquiring company, if the latter benefits from them.

Whenever it is necessary to possess several shares to exercise a right, the shares of a lower number than that required do not entitle their holder to any right against the Company, with the shareholders being responsible, in this case, for grouping together the necessary number of shares.

Shareholder identification process (Article 11)

The Company may at any time seek the benefit of legal and regulatory provisions providing for the identification of the holders of securities granting a voting right to Shareholders’ Meetings, whether immediately or in the future.

Threshold crossings (Article 12)

Any shareholder, acting alone or in concert, coming to hold, directly or indirectly, at least 1.5% of the share capital or voting rights of the Company, is required to inform the Company thereof within five (5) trading days from the date at which such threshold has been crossed and to also indicate in the same statement the number of securities granting access to the share capital it holds. Investment fund management companies are required to inform the Company of all the Company’s shares held by the funds they manage. Beyond 1.5%, each additional crossing of 0.50% of the share capital or voting rights must also be declared to the Company in accordance with the terms above.

Any shareholder, acting alone or in concert, is also required to inform the Company within five (5) trading days when the percentage of the share capital or voting rights it holds becomes lower than any of the thresholds indicated in the present Article.

The calculation of the share capital and voting rights thresholds notified in accordance with the present Article shall take into account the shares and voting rights held but also the shares and voting rights assimilated thereto for the purpose of legal threshold crossings, in accordance with applicable legal and regulatory provisions. The notifier shall also specify its identity together with the identity of the individuals or entities acting in concert with it, the total number of shares or voting rights it directly or indirectly holds, alone or in concert, the date and the origin of the threshold crossing and, as the case may be, all information referred to in the third paragraph of Article L. 233-7 I of the French Commercial Code (Code de commerce).

Failure to comply with such provisions shall be penalised in accordance with applicable legal and regulatory provisions at the request of one or several shareholders holding at least 5% of the share capital or voting rights of the Company, recorded in the minutes of the Shareholders’ Meeting.

Modification of the rights of shareholders

The rights of the shareholders may be modified in accordance with applicable laws and regulations.

The Bylaws do not contain any particular provisions with respect to modification of the rights of the shareholders that are more stringent than the law.

Corporate governance

Governance serving strategy

3.1Composition of administrative and management bodies

The Company is a limited liability company (société anonyme) with a Board of Directors. A description of the main provisions of the Bylaws of the Company (the “Bylaws”), relating to the functioning and powers of the Board of Directors of the Company (the “Board of Directors” or the “Board”), as well as a summary of the main provisions of the internal regulations of the Board of Directors and of the committees are included in Section 3.3 “Rules applicable to the administrative and management bodies” and Chapter 7 of this Universal Registration Document.

3.1.1Board of Directors

The table below lists the members of the Board of Directors:

Note 1: the subsidiaries of Ayvens are not mentioned in the data below and companies followed by (*) are controlled by Societe Generale.

Note 2: the counting of the number of mandates in listed companies does not take into account mandates held in the Company.

Date of birth: 11 November 1962 First appointment: 24 May 2023 Term of the mandate: 2027 Holds: 0 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Pierre PALMIERI	Expertises
	Director, Chairperson of the Board of Directors, Chairperson of the Strategic Committee Deputy CEO Of Societe Generale
	Pierre PALMIERI (French citizen) has been Deputy Chief Executive Officer and member of the Executive Management and Executive Committee of Societe Generale Group since May 2023. He has more than 30 years of experience in several corporate and investment banking businesses in France and abroad. Pierre PALMIERI joined Societe Generale in 1987, more specifically the Export Financing department of Societe Generale Corporate & Investment Banking, before heading the financial engineering team in 1989. He joined the Agence Internationale team in 1994, where he created the Global Commodities Financing business line, before being appointed Head of Structured Commodities Financing in 2001. In 2006, he created the Natural Resources and Energy business line, where he became Co-Global Head. In 2008, he was appointed Deputy Head of Financing Activities (Global Finance), then Head from 2012 to 2019. From 2019 until May 2023, he was Head of all Global Banking & Advisory activities. Pierre PALMIERI is a graduate of the Ecole Supérieure de Commerce de Tours.
	Other offices held currently: French and foreign listed companies: Societe Generale (France), Deputy CEO since 05/23
	Other offices and positions held in other companies in the last five years: French and foreign unlisted companies: Societe Generale Luxembourg * – Director from 2012 to 2019 SG Marocaine De Banques * – Director from 2022 to 2023

Date of birth: 15 July 1962 First appointment: 27 August 2020 Term of the mandate: 2027* Holds: 13,263 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Diony LEBOT	Expertises
	Director, member of the Compensation Committee, the Nominations Committee and the Strategic Committee Advisor to the General Management of Societe Generale
	Diony LEBOT (French citizen) has been an advisor to the General Management of Societe Generale since May 2023. Diony LEBOT joined Societe Generale in 1986. She held several positions in structured finance activities there, the Financial Engineering Department and then as Director of Asset Financing, before joining the Corporate Client Relations Department in 2004 as Commercial Director for Europe in the Large Corporates and Financial Institutions division. In 2007, she was appointed Chief Executive Officer of Societe Generale Americas and joined the Group’s Executive Committee. In 2012, she became Deputy Director of the Client Relations and Investment Banking division and Head of the Western Europe region of Corporate Banking and Investor Solutions. In March 2015, Diony LEBOT was appointed Deputy Head of Risks and then Head of Risks for Societe Generale in July 2016. In May 2018, she became Deputy Chief Executive Officer of Societe Generale. From 2020 to 2023, she chaired the Board of Directors of Ayvens then has been a Board member until 3 March 2025. Diony LEBOT holds a DESS in Finance and Taxation from the University of Paris I.
	Other offices held currently: French and foreign listed companies: EQT AB (Sweden) – Director since 06/20 Alpha Bank – Director since 07/23
	Other offices and positions held in other companies in the last five years: French and foreign listed companies: Societe Generale ** (France), Deputy CEO from 2018 to 2023 French and foreign unlisted companies: Sogecap ** (France), Director from 2016 to 2018 Sogecap ** (France), Chairperson of the Board of Directors and Director from 2020 to 2023
*Diony LEBOT resigned with effect as of 3 March 2025. **Societe Generale Group.

Date of birth: 19 June 1961 First appointment: 20 May 2020 Term of the mandate: 2028 Holds: 1,407 Ayvens shares Professional address: 7 avenue de Camoens, 75116 Paris	Anik CHAUMARTIN	Expertises
	Independent Director, Chairperson of the Audit Committee, member of the Risk Committee
	Anik CHAUMARTIN (French citizen) is a chartered accountant, Statutory Auditor and retired partner of PwC France. Global Relationship Partner at PwC for over 20 years, she has 37 years of experience in consulting and auditing, particularly in the financial services and consumer goods sectors. She has also held, for more than 15 years, various managerial responsibilities within PwC, in France or internationally, as COO of PwC Audit France (2005-2008), Human Capital Leader of PwC France (2008-2013), Head of Audit France (2011-2013), Global Assurance Leader – member of the Executive Committee of the global audit activities (2013-2018) and member of the management team of PwC Financial services in France (2018-June 2021). Anik CHAUMARTIN is a graduate of the Ecole Supérieure de Commerce de Paris.
	Other offices held currently: Foreign listed companies: Director of Allied Irish Bank and Allied Irish Group plc French and foreign unlisted companies: Director of La Banque Postale Director of Saol Assurance Dac (since 13/10/22) Saol Assurance Holdings (since 17/01/23)
	Other offices and positions held in other companies in the last five years: Global Assurance Markets Leader, PwC Global Network (2013-2018) Member of the Leadership Team of PwC Financial Services France (2018-June 2021) President of the CNCC Banking Commission (until April 2022)

Date of birth: 27 April 1964 First appointment: 16 June 2017 Term of the mandate: 2025 Holds: 8,540 Ayvens shares Professional address: Place Costes – Bellonte 92270 Bois-Colombes	Xavier DURAND	Expertises
	Independent Director, Chairperson of the Risk Committee, member of the Audit Committee Chief Executive Officer of the Coface Insurance Group
	Xavier DURAND (French citizen) is the CEO of the Coface Group since February 2016. Previously, Xavier DURAND had an international career within the financial activities of the General Electric Company where, prior to being Head of Strategy & Growth for GE Capital International based in London (2013-2015), he was the Chief Executive Officer of GE Capital Asia Pacific (2011-2013) based in Tokyo, Chief Executive Officer of the Europe and Russia banking activities of GE Capital (2005-2011), Chairperson and Chief Executive Officer of GE Money France (2000-2005) and Head of Strategy and New Partnerships of GE Capital Auto Financial Services based in Chicago (1996-2000). Earlier, Xavier DURAND was Chief Operating Officer of Banque Sovac Immobilier in France from 1994 to 1996. Engineer of Ponts et Chaussées corps, Xavier DURAND graduated from the Ecole Polytechnique and the Ecole des Ponts ParisTech. He started his career in 1987 in consulting (Gemini Group), strategy and project management (GMF, 1991-1993).
	Other offices held currently: French listed company: Coface SA – Chief Executive Officer since 2016 Within Coface – French and foreign unlisted company: Compagnie française d’assurance pour le commerce extérieur (Coface) – Chairperson of the Board of Directors – Managing Director – Director Coface North America Holding Company – Chairperson of the Board of Directors and Director

Date of birth: 30 June 1976 First appointment: 5 November 2019 Term of the mandate: 2025 Holds: 0 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Delphine GARCIN-MEUNIER	Expertises
	Director, member of the Audit Committee, the Risk Committee, the Nomination Committee and the Strategy Committee Head of Mobility and International Retail Banking & Financial Services at Societe Generale, Member of Societe Generale Executive Comittee
	Since May 2023, Delphine GARCIN-MEUNIER (French citizen) has been Director of Mobility and International Retail Banking & Financial Services, and a member of the Executive Committee of Societe Generale. She was previously Head of Group Strategy from 2020 after heading Investor Relations and Financial Communication for the Group from 2017 to 2020. In 2001, she joined Societe Generale and more specifically the Equity Capital Markets Department of SG CIB where she was in charge of originating and executing of primary issues on the equity and equity-linked markets for a portfolio of large companies for 13 years. In 2014, Delphine GARCIN-MEUNIER joined the Strategy Department within the Finance and Development Department, with a particular focus on retail banking in France, Transaction Banking activities, and the relationship model of Corporate & Investment Banking, securities and asset management. She participated in various transactions within the Strategy Department from 2015 to 2017 (including the IPO of ALD and Amundi). She began her career in 2000 at ABN Amro Rothschild in the Equity Capital Markets teams. Delphine GARCIN-MEUNIER is a graduate of HEC and the Sorbonne University.
	Other offices held currently: French and foreign listed companies: BRD * – Chairwoman of the Board of Directors since May 2024 and Director since December 2023 KOMERCNI BANKA * – Chairwoman of the Supervisory Board of Directors and Director since February 2024
	Other offices and positions held in other companies in the last five years: French and foreign unlisted companies: SG Algérie * – Member of the Supervisory Board from 2021 to 2023 Sogecap * (France) – Director in 2023
*Societe Generale Group.

Date of birth: 5 December 1961 First appointment: 16 June 2017 Term of the mandate: 2027 Holds: 7,400 Ayvens shares Professional address: 19, rue d’Aumale 75009 Paris	Patricia LACOSTE	Expertises
	Independent Director, Chairperson of the Compensation Committee, member of the Nomination Committee Chairperson and Chief Executive Officer of the Prevoir Insurance Group
	Patricia LACOSTE (French citizen) has been Chairperson and Chief Executive Officer of the Insurance group Prevoir since 2012. Previously, Patricia LACOSTE spent some 20 years in SNCF (French National Railway Company), where she held several executive positions, notably Director in charge of managing Top Executives within the HR Division (2008-2010), Director of the Eastern Paris Region, in charge of preparing the launch of the East Europe high speed train TGV (2005-2008), and Director of Sales to individuals (1995-2004). Patricia LACOSTE has graduated from the École nationale de la statistique et de l’administration économique (ENSAE), and she holds a Master in Econometrics. She started her career as study engineer in the consulting firm Coref (1985-1992).
	Other offices held currently: Within PREVOIR – French and foreign unlisted companies: Société Centrale PREVOIR – Chairperson and CEO PREVOIR-Vie – Chairperson Société de Gestion PREVOIR – Legal representative of Société Centrale PREVOIR –  Director MIRAE ASSET PREVOIR LIFE Vietnam – Legal representative of PREVOIR-Vie – Director ASSURONE – Member of the Supervisory Board UTWIN – Member of the Supervisory Board SARGEP – Director PREVOIR Foundation – Member of the Executive Board Reassurez-Moi - Chairperson Outside Prevoir – French and foreign listed companies: SCOR SE – Independent Director, member of the Strategy Committee, the Compensation Committee, the Audit Committee, the Nomination Committee and the Sustainability Committee
	Other offices and positions held in other companies in the last five years: French and foreign unlisted companies: SNCF Reseau – Director PREVOIR Risques Divers – Chairperson and CEO PKMI (PREVOIR Kampuchea Micro Life Insurance) – Legal representative of PREVOIR-Vie – Director Lloyd Vie Tunisie – Legal representative of Prevoir Vie, Director

Date of birth: 12 September 1965 First appointment: 16 June 2017 Term of the mandate: 2028 Holds: 1,000 Ayvens shares Professional address: 100, rue de Courcelles 75017 Paris	Christophe PÉRILLAT	Expertises
	Independent Director, Chairperson of the Nomination Committee and member of the Compensation Committee Chief Executive Officer of Valeo
	Christophe Perillat joined the Valeo Group in 2000 and held a number of management positions in Group entities of increasing  size before becoming Chief Operating Officer in 2011, Associate Chief Executive Officer in 2020, Deputy Chief Executive Officer in 2021 and Chief Executive Officer in January 2022.  Prior to joining Valeo, Christophe Perillat worked in the aerospace industry at the equipment manufacturer Labinal, where he held roles  in supply chain management, as well as plant, project and subsidiary management positions in France and the United States. Christophe Perillat is a graduate of Ecole polytechnique and Ecole des mines de Paris. He also holds an EMBA from the French business  school HEC.  Christophe Perillat is a French citizen and speaks French and English.
	Other offices held currently: French listed company: Valeo – Chief Executive Officer (since January 2022) Unlisted French company: None Unlisted foreign companies: Valeo Service Espana SAU – Spain – Director
	Other offices and positions held in other companies in the last five years: Valeo SpA – Italy – Chairman of the Board of Directors (until 13 December 2024) Valeo North America, Inc. – USA – Chairperson and Director (until 12 January 2024) Valeo (UK) Limited – United Kingdom – Chairperson and Director (until 5 December 2024)

Date of birth: 13 August 1974 First appointment: 19 May 2021 Term of the mandate: 2025 Holds: 0 Ayvens shares Professional address: 44, rue Traversiere 92100 Boulogne-Billancourt	Benoît GRISONI	Expertises
	Director, Chief Executive Officer of Boursorama
	Benoît GRISONI (French citizen) is a member of the Board of Directors of Ayvens since May 2021. He is also Chief Executive Officer of BoursoBank (ex-Boursorama) since 2018, after having served as Deputy Chief Executive Officer from 2016 to 2017. Previously, Benoît GRISONI held several management positions and was a member of the Executive Committees of BoursoBank as Director of BoursBank from 2010 to 2015, Deputy Director of BoursoBank from 2006 to 2009 and Director of Boursorama Invest from 2002 to 2005. Before joining BoursoBank, Benoît GRISONI began his career at Fimatex where he was Director of Customer Services and Marketing from 1999 to 2001, after joining the Company as a Client Manager in 1998. Benoît GRISONI obtained a diploma in accounting and financial studies as well as a specialisation diploma in capital markets at ICS Begue in 1997 before continuing his training at the Ecole Supérieure Libre des Sciences Commerciales Appliquées in 1998 as part of a postgraduate course in Trading-Finance and International Trading.
	Other offices held currently: French listed companies: BoursoBank * – Managing Director BoursoBank * – Director Unlisted French company: Sogecap * – Director
	Other offices and positions held in other companies in the last five years: Unlisted French company: Peers – Member of the Supervisory Board
*Societe Generale Group.

Date of birth: 25 July 1970 First appointment: 15 December 2023 (co-optation) Term of the mandate: 2026 Holds: 0 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Laura MATHER	Expertises
	Director, Chief Operating Officer of Societe Generale
	Since May 2023, Laura MATHER (British citizen) has been Chief Operating Officer of Societe Generale and a member of the Executive Committee. Laura MATHER joined the Crédit Suisse Group in 1994 where she was in charge of numerous managerial functions within the IT teams. In 2012, she was appointed Head of Information Technology for EMEA and then Global Head of Production and Testing Group in 2013. In 2014, she became Chief Technology Officer, in charge of IT infrastructure and Chief Information Security Officer for Crédit Suisse Group. Since 2019, she has held the position of Global Chief Information Officer of Crédit Suisse Group. Laura MATHER is a graduate of the University of the Witwatersrand in South Africa.
	Other offices held currently: Unlisted foreign companies: Tech For All – Director Foreign listed companies: Cohesity Inc. – Member of Security Advisory Council
	Other offices and positions held in other companies in the last five years: Societe Generale – Forge * – Director
*Societe Generale Group.

Date of birth: 15 September 1971 First appointment: 22 May 2023 Term of the mandate: 2026 Holds: 0 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Hacina PY	Expertises
	Director, Head of Sustainable Development, Societe Generale
	Since October 2021, Hacina PY (French citizen) has been Head of Sustainable Development for Societe Generale and a member of the Executive Committee. Hacina PY joined Societe Generale in 1995 and has developed a solid banking experience in both structured finance and corporate functions. Hacina PY became Global Head of Export Financing in 2015. She led the transformation of this business by directing the strategy towards sustainable development and became leader of the impact finance solutions teams in 2019. Hacina PY is a graduate of EM Strasbourg and studied Finance at Heriot Watt University in Edinburgh.
	Other offices held currently: None.
	Other offices and positions held in other companies in the last five years: GEFA BANK GmbH * – Member of the Supervisory Board from 2021 to 2023
*Societe Generale Group.

Date of birth: 19 June 1982 First appointment: 22 May 2023 Term of the mandate: 2026 Holds: 0 Ayvens shares Professional address: 20 Bentinck Street, London W1U 2EU UNITED KINGDOM	Mark STEPHENS	Expertises
	Director, member of the Risk Committee and the Strategic Committee Partner of TDR Capital LLP
	Mark STEPHENS (Irish citizen) has been a partner at TDR Capital LLP since December 2018. Having joined TDR Capital LLP in 2012, he successively held the positions of Associate (2012-2014) and Director (2014-2018). Before joining TDR, Mark STEPHENS worked at Morgan Stanley in London as an analyst in the UK investment banking team and then as an associate at its private equity fund. Mark STEPHENS holds a Bachelor of Business and Legal Studies (European) with first class honours from University College Dublin.
	Other offices held currently: TDR CAPITAL LLP – Partner Constellation Automotive Holdings ltd. – Director  Deuce HoldCo Limited – Director Flight Club Darts Limited – Non-executive Director
	Other offices and positions held in other companies in the last five years: Lincoln Financing PTE Limited – Director

Date of birth: 9 February 1963 First appointment: 26 March 2021 Term of the mandate: 2027 Holds: 56,281 Ayvens shares Professional address: 1, rue Eugène et Armand Peugeot 92500 Rueil-Malmaison	Tim ALBERTSEN	Expertises
	Chief Executive Officer Tim ALBERTSEN is Chief Executive Officer of the Ayvens Group. He has over 30 years of experience in the sector.
	Tim ALBERTSEN (Danish citizen) has been Chief Executive Officer of the Ayvens Group since March 27, 2020 and previously served as Deputy Chief Executive Officer from 2011. Tim ALBERTSEN has more than 30 years of experience in the leasing and Fleet Management sector, notably at Avis Leasing, Avis Rent a Car and Hertz Lease, acquired by Ayvens in 2003. Before being appointed CEO of Ayvens in 2020, he held the positions of Regional Director in the Nordic and Baltic countries, CEO of Axus Denmark & Sweden from 1997 to 2003, CEO of Hertz Lease Denmark, Chief Operating Officer, Senior Vice-Chairperson and Deputy Chief Executive Officer, where he played a key role in the success of the Company’s listing on Euronext Paris. Tim ALBERTSEN holds an undergraduate degree and a postgraduate degree in business administration from the University of Southern Denmark and the Copenhagen Business School respectively.
	Other offices held currently: Ayvens – CEO
	Other offices and positions held in other companies in the last five years: Unlisted foreign companies: CarTime Technologies – Denmark – Director Mil-tekUS – USA – Director

Non-voting member

In 2024, the Board of Directors was assisted by a non-voting member whose role was to support it in monitoring the integration of LeasePlan, the Company’s evolution towards a regulated status of CFH and the smooth operation of the new governance.

Date of birth: 14 December 1959 First appointment: 24 May 2023 (non-voting member) Term of the mandate: 2026 Holds: 7,516 Ayvens shares Professional address: 1, rue Eugène et Armand Peugeot 92500 Rueil-Malmaison	Didier HAUGUEL	Expertises
	Non-voting member, director, consultant, mediator
	Didier HAUGUEL (French citizen) has been a non-voting member of Ayvens since May 2023. A director of Ayvens since 2009, he was Chairperson of the Board of Directors from 2009 to 2011 and then from 2017 to 2019. Since 2019, he has held non-executive roles as an independent director, consultant and mediator. He was a member of Societe Generale Management Committee from 2000 to 2019, he was Country Officer for Russia from 2012 to 2019. Member of the Societe Generale Executive Committee from 2007 to 2017, he had been Co-Head of International Banking and Financial Services from 2013 to 2017 and held several positions in Societe Generale, such as Head of Specialised Financial Services and Insurance from 2009 to 2013 and Chief Risk Officer from 2000 until 2009. After having been Head of Central Risk Control at Societe Generale from 1991 to 1995, he was appointed Chief Operating Officer of Societe Generale in New York (USA) from 1995 to 1998, then Director of Resources and Risk for the Americas Regional Division from 1998 to 2000. He joined the General Inspection Department of Societe Generale in 1984. Didier HAUGUEL has graduated from the Institut d’études politiques de Paris (Sciences Po) and holds a Bachelor’s degree in Public law.
	Other offices held currently: Unlisted French companies: Société Centrale Prévoir – Director
	Other offices and positions held in other companies in the last five years:   Unlisted foreign companies: GEFA Bank GmbH * – Germany – Chairperson and Director LLC Rusfinance * – Russia – Director Riverbank – Luxembourg – Director Foreign listed company: PJSC Rosbank * – Russia – Chairperson and Director
*Societe Generale Group.

3.1.1.1Directors’ independence

Four independent directors sit on the Board of Directors. Their independence was assessed considering the criteria set out in Article 10.5 of the AFEP-MEDEF Code, and in particular information relating to their professional careers, past and current mandates, and the business relationships of their employers/companies with Societe Generale Group.

The assessment of the existence of significant business relationships is the subject of an assessment conducted by the Board of Directors during the director selection process, in addition to the analysis and assessment conducted by the Nomination Committee of the Board of Directors of any potential conflict of interest situation relating to each member of the Board of Directors, which leads its members to pay particular attention to these relationships.

In this respect, the Board particularly studies the Fleet Management services provided by the Company to companies of which its Directors are executives (Xavier DURAND, Chief Executive Officer of COFACE, Christophe PERILLAT, Chief Executive Officer of VALEO, and Patricia LACOSTE, Chief Executive Officer of the PREVOIR Group), in order to assess whether these are of such importance and nature as to affect the independence of judgement of these directors. The Board noted that the Fleet of vehicles managed by the Company on behalf of companies whose senior executives are Directors is insignificant or marginal. Consequently, the commercial and financial relationships resulting from such a service between the Directors, the groups they manage, and the Company are not such as to modify the analysis of their independence.

At the same time, the relationships between the groups of which these Directors are senior executives and Societe Generale Group were examined, and the non-material nature, within the meaning of Article 10.5.3 of the AFEP-MEDEF Code, of the existing business volumes between the groups was reviewed and Societe Generale Group was confirmed at the end of this review.

Finally, it should be noted that these contractual relationships are also subject to an annual review by the Board of Directors, which verifies the proper application of the procedure implemented pursuant to Article L. 22-10-12 of the French Commercial Code. While this procedure is specifically intended to verify the nature and the contractual conditions under which these relationships are entered into and is not primarily intended to judge their materiality, it offers the Audit Committee the opportunity to assess the importance that they have for the group through various criteria such as risk exposure, Fleet size, or share in the Group’s overall debt, etc.

The following table summarises the assessment of the independence of directors according to the following criteria. ✔ represents a satisfied independence criterion and ✘ represents an unsatisfied independence criterion.

Changes in the composition of the Board of Directors in 2024

3.1.1.2Balance of the composition of theBoard of Directors

The Board of Directors is composed of 50% of women at the end of the 2024, six women and six men (excluding the non-voting member), which continues to meet current legal requirements and the recommendations of the AFEP-MEDEF Code.

As shown by the tables in 3.1.1 and 3.1.1.3, the composition of the Board of Directors is currently diverse in terms of the age, gender, qualifications and professional experience of the directors. The Board of Directors discussed its composition and deemed it balanced and appropriate in view of the diversity of the profiles and skills.

3.1.1.3Directors’ expertise

The table below summarises the Directors’ main area of expertise and skills. The Directors could benefit from trainings notably depending on the requirements that may or not be imposed in the context of the fit and proper assessment procedures.

3.1.1.4Directors’ due diligence

Attendance rates at Board and Committee meetings are high. In this respect, reference is made to below table and it is noted that the COSTRAT has been abolished with effect as of 30 October 2024.

In 2024, the activities of the Board and the committees were impacted by exceptional events related to the context of the integration of the former LeasePlan group and the new regulated status of Financial Holding Company (FHC) adopted by Ayvens.