Ayvens : 2025 Universal Registration Document (English version)

About this update from Ayvens

Document Universal Registration Including the Annual financial report 2025 Contents Ayvens at a glance 7 History and development 8 Detailed profile 11 Information technology 27 Strategy 28 Management report 33 Structure of Ayvens Group 34 Simplified organisational chart 35 Relationship with Societe Generale and funding 36 Analytical review of 2025 activity 37 Trend information 46 Subsequent events 46 Research and development, and licences 47 Cash flow 48 Share capital and shareholder structure 52 ESRS S2 Workers in the Value Chain 255 1 ESRS S4 Consumers and End - Users 260 ESRS G1 Business Conduct 266 Report of Statutory Auditors on the certification of sustainability information 275 2 6 Duty of care plan 279 Financial information 295 Consolidated financial statements 296 Notes to the consolidated financial statements 303 Statutory auditors' report on the consolidated financial statements 385 Information on the individual financial statements of Ayvens SA 390 Individual financial statements 393 Statutory auditors' report on the financial statements 410 3 Corporate governance 3.1 Governance 59 61 7 Share capital and legal information 415 Governance serving strategy 62 7.1 Share capital 416 3.2 Board of Directors 64 7.2 Other information 418 3.3 Committees of the Board of Directors 83 7.3 Information about the Company 3.4 General Management 90 and the Group 420 3.5 Statement relating to corporate governance 97 Bylaws Other legal points 421 424 Control of production and disclosure of financial management data Compensation and benefits Related - party transactions 98 101 122 8 Person responsible Person responsible for the Universal 427 3.9 Diversity policy & the management bodies 124 Registration Document 428 4 Risk and capital adequacy 127 8.2 Statement of the person responsible and the Annual financial report 428 4.1 Risk factors 128 8.3 Persons responsible for auditing 4.2 Risk management organisation 145 the financial statements 429 4.3 Capital management and adequacy 150 8.4 Publicly available documents 429 for the Universal Registration Document 5 Corporate Social Responsibility 153 Sustainability Statement - Preamble 155 ESRS 2 General Disclosures 157 ESRS E1 Climate Change 179 ESRS E2 Pollution 204 ESRS E5 Resource use and circular economy 209 European taxonomy 214 ESRS S1 Own Workforce 239 Cross - reference tables 431 9 Cross - reference table for the Universal Registration Document 432 Cross - reference table for the Annual financial report 434 Cross - reference table for the Management report 435 Universal Registration Document 2025 Including the Annual financial report Ayvens is a leading Full Service Leasing and Fleet Management company with 3.2 million vehicles under management in 41 countries worldwide. Through its vast international network, Ayvens offers its clients total flexibility in managing their fleet - from simple vehicle finance to full service outsourcing. This Universal Registration Document was filed on 9 April 2026 with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129. The Universal Registration Document is a copy of the official version of the Universal Registration Document which has been prepared in XHTML format and can be found on the issuer's website. Universal Registration Document 2025 - 1 In addition to historical information, this Universal Registration Document includes forward-looking statements. Any historical information contained in this document is not indicative of future performance. All statements included in this document other than statements of historical facts, including, without limitation, those regarding financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives) are forward-looking statements. The forward-looking statements are generally identified by the use of forward-looking words, such as "anticipate", "believe", "estimate", "expect", "intend", "plan", "project", "predict", "target", "will", "should", "may" or other variations of such terms, or by discussion of strategy. These statements relate to Ayvens' future prospects, developments and business strategies and are based on analyses or forecasts of future results and estimates of amounts not yet determinable. These forward-looking statements represent the view of Ayvens only as at the dates they are made, and Ayvens does not have any obligation to update forward-looking statements, except as may be otherwise required by law. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the relevant future business environment and involve known and unknown risks, uncertainties and other important factors that could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These include changes in general economic and business conditions, as well as the factors described in Section 4.1 "Risk Factors" of this Universal Registration Document. The information herein may contain data that may no longer be complete or current. To the extent available, the industry, market and competitive position data contained in this Universal Registration Document come from official or third-party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but no representation or warranty, express or implied, is made that such information, assumptions, performance data, modelling or scenario analysis is accurate, complete or up to date and it should not be relied upon as such. While Ayvens believes that each of these publications, studies and surveys has been prepared by a reputable source, Ayvens has not independently verified the data contained therein. In addition, certain of the industry, market and competitive position data contained in this document come from Ayvens' own internal research and estimates based on the knowledge and experience of Ayvens' management in the market in which it operates. While Ayvens believes that such research and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market or competitive position data contained in this Universal Registration Document. Message from the Chairman of the Board of Directors Pierre Palmieri, Chairman of the Board of Directors In the backdrop of an uncertain macroeconomic and geopolitical environment, the Board of Directors maintained a strong focus on Ayvens' strategic priorities for 2025: profitability, integration of LeasePlan, and careful monitoring of residual value risk. This clear strategic direction, disciplined oversight and consistent execution by Ayvens' management team translated into strong financial results and value creation for shareholders, enabling the distribution of an exceptional dividend and the completion of a share buyback programme, alongside the sharp increase of the share price over the year. In parallel, the Group has reaffirmed its position as a leading global sustainable mobility player, thanks to an integrated ESG approach throughout the value chain. As a significant milestone, Ayvens' near and long-term CO, targets and trajectory were recognised and validated by the Science Based Targets initiative (SBTi), confirming the robustness of its transition pathway. The Group also continued to strengthen transparency and reporting in line with the CSRD, with comprehensive disclosures and detailed progress presented in the Universal Registration Document. With the PowerUP 2026 plan nearing completion, the Group now enters a new phase of development. To prepare for this next cycle, the Board of Directors ensured a well-anticipated leadership transition by appointing Philippe de Rovira as Chief Executive Officer, whose experience and strategic perspective will support Ayvens as it moves through the industry's ongoing transformations. This new phase will be outlined at the Capital Markets Day on 21 September 2026, during which Ayvens will present the foundations and ambitions of its next strategic cycle. Message from the Chief Executive Officer Philippe de Rovira, Chief Executive Officer Since my appointment as CEO of Ayvens on 1 December 2025, I have been positively impressed by the expertise, dedication and passion of our teams. Their commitment and focus over the last two years have strongly contributed to the delivery of the solid financial results achieved in 2025, while advancing the Group's integration and transformation. Thank you to all employees for their commitment to serving our customers. Actions by our employees have translated into growing synergies, higher margins and a lower cost base. Ayvens delivered in 2025 an underlying cost-to-income ratio at 56.1%, better than guidance and 7.1 percentage points lower than 2024, and a ROTE at 12.9%, a +50% increase vs. 2024. Looking ahead to 2026, Ayvens will prioritize focus on customer satisfaction and operational excellence while continuing to strictly monitor profitability, in particular thanks to a special attention on costs. On top of focusing on delivering the PowerUp 2026 commitments, Ayvens will also build the new strategic plan in order to capture the opportunities on a fast-transforming market in the context of electrification. Let me finish this message by warmly thank our customers and our shareholders for their continuous trust. 6 - Universal Registration Document 2025 1 ‌Ayvens at a glance History and development 8 Detailed profile 11 Business model 11 Market and product offering 16 Information technology 27 Strategy 28 Megatrends and vision for 2030 28 1.2.3 Competitive environment 19 1.2.4 Product distribution 21 1.2.5 Regions 22 1.2.6 Other service providers 24 1.2.7 Innovation 24 "PowerUP 2026" strategic plan: becoming a leading global sustainable mobility player 29 Universal Registration Document 2025 - 7 ‌History and development 2001 Acquisition of ALD Interleasing by Societe Generale and creation of the ALD Automotive brand Leader on its main markets: France, Italy, The Netherlands, Spain, United Kingdom, Germany, Belgium Development in other Western and Northern European markets 291,000 vehicles 19 countries 2005 Acquisition of Ford Lease (61,300 vehicles in 9 countries) 33 countries Lithuania, China, Latvia, Greece 2006 37 countries Algeria, Serbia, Mexico 2009 Global alliance with Wheels Inc. Partnership with Volvo 2014 39 countries Kazakhstan, Bulgaria 2003 Acquisition of Hertz Lease Europe (180,000 vehicles in 12 countries) Partnership with Ford 22 countries Slovenia, Russia, Switzerland 2004 500,000 vehicles 29 countries Ukraine, Brazil, Croatia, India, Estonia, Romania, Turkey 2008 Partnership with KIA 2010 Launch of ALD Carmarket 2015 40 countries Chile 2013 1 million vehicles 2002-2005 Expansion in Eastern Europe, South America, Africa and Asia. Already present in all the BRIC countries (Brazil, Russia, India and China), the Group is also developing in other Latin American countries, notably in Mexico, Chile, Peru and Columbia, and has built up strong positions in markets outside Western Europe. 2009-2016 In April 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 concluded with ABSA (company based in South Africa, Absa Vehicle Management Solutions), which enabled the Group to extend its offering to South Africa. In 2016, the Group expanded its strategic alliances in the Latam region (in Argentina, Paraguay and Uruguay with Autocorp and Central America with Arrend). 1 Ayvens at a glance 1 History and development 2016 Acquisition of Parcours, 63,700 vehicles in France, Spain, Belgium, Portugal and Luxembourg Alliance with Autocorp and Arrend 41 countries Peru 2019 Acquisition of SternLease in the Netherlands (~14,000 vehicles) Acquisition of the BBVA leasing portfolio in Portugal (~ 25,000 vehicules) ALD selected by Amazon to launch 'Motors' personal car leasing platform in Spain Partnership with Polestar 2021 Acquisition of Bansabadell Renting in Spain and of digital subscription company Fleetpool in Germany (~ 19,000 vehicules) Partnerships with smart Europe, Tesla, Lynk & Co , accelerating the transition to sustainable and low-emission mobility 2024 DNO obtention IT and legal mergers completed in 4 countries Disposal of LeasePlan Russia Deconsolidation of Ayvens Morocco Partnership with BYD 41 countries 2017 IPO 1.51 million vehicles 43 countries Ireland, Colombia 2020 Move 2025 strategic plan Joint launch with Ford Fleet Management Creation of a Malaysian subsidiary with Mitsubishi UFJ Lease & Finance and Alliance with Mitsubishi Auto Leasing in Japan Alliance with Shouqi in China 2023 Acquisition of LeasePlan (1.6 million vehicles) and status of a Financial Holding Company Disposal of ALD's entities in Russia, Belarus and remedies agreed with antitrust authorities Launch of new brand 3.42 million vehicles 43 countries 2025 Sell down of Lincoln Consortium and increase in the free float to 45% IT and legal mergers completed in 13 countries Agreement on the sale of LeasePlan Emirates L.L.C. (UAE) Partnership with Chery 2017 IPO: in June 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. The Company's shares were valued at EUR 5.78 billion. 2022-2025 In 2022, ALD announced the acquisition of LeasePlan, leading to the creation of a leading global mobility player. Following a rights issue in November 2022 and the obtention of regulatory approvals, the acquisition had been closed in May 2023. From that date on, the Group embarked in a transformational journey due to last up until 2026. As at end 2025, the Group achieved significant steps towards the finalization of its integration, delivering on its roadmap in line with plans. 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, 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, Paraguay and Uruguay with Autocorp and Central America with Arrend. In 2020, new alliances were added in Asia, notably with Mitsubishi Auto Leasing Corporation in Japan 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, 59 countries (1) as at the date of this Universal Registration Document. In addition to its regional alliances, the Group has forged partnerships with more than 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 solutions. 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. In 2022, ALD announced the acquisition of 100% of LeasePlan, one of the world's leading Fleet Management and mobility companies, and successfully completed a EUR 1.2 billion rights issue, securing the financing of part of the cash component of this acquisition. ALD closed the acquisition of LeasePlan on May 2023, for a total consideration of EUR 4.9 billion (2) , paid through a combination of cash and ALD shares, to create a 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 and subsequently 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 in overlapping countries throughout the Group. Since then, the Group steadily executed its integration roadmap, with notably the successful implementation of its operating model for corporate functions and IT as well as the execution of legal and IT migrations in 17 out of the 21 overlapping countries as at 31 December 2025. Following the sale of ex - LeasePlan's shareholders stake in Ayvens, executed through several accelerated block building transactions from May to November 2025, the free float of the Group significantly enlarged, representing circa 45% of the Group's capital, and Ayvens was included in the Stoxx Europe 600 index and MSCI Standard index. ‌41 countries includes LeasePlan Emirates L.L.C which was classified as Assets held for sale in December 2025.‌ Based on ALD's stock price of EUR 11.43 as at 22 May 2023, including warrants and estimated fair value of contingent consideration. 1 ‌Detailed profile ‌Business model Ayvens is a Full Service Leasing (1) and Fleet Management (2) Group with a total fleet of 3.2 million vehicles as at 31 December 2025. It The Group also generates income from the wide range of services that it offers under both its Full Service Leasing and Fleet operates directly in 41 countries and through commercial Management products, such as maintenance and repairs, insurance, alliances indirectly in 18 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 two main components: Total margins corresponding to the sum of the Leasing margin and the Services margin; Net Used Car Sales result corresponding to the Used Car Sales result and depreciation adjustments. Under its core 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 contractual depreciation of the leased vehicle and the costs of funds the Group incurs to fund the vehicles. 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 36 showrooms in 27 countries. Ayvens Carmarket is the main channel used to market and resell its used vehicles. Via this online auction platform, 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 the remaining duration of contracts. In addition to its proprietary channels, the Group also leverages third - party remarketing platforms and partnership with local professional players where relevant, in order to maximise reach and optimise sales performance. 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 2025, 2024 and 2023: Year ended (in EUR million) 31/12/2025 31/12/2024 31/12/2023 Leasing margin (4) 1,263.7 1,070.7 775.5 Services margin 1,680.3 1,626.5 1,250.9 Used Car Sales result and Depreciation adjustments 410.9 317.1 883.1 GROSS OPERATING INCOME 3,354.9 3,014.3 2,909.5 ‌Under a full service lease, the client pays the leasing company a regular monthly lease payment to cover the financing, depreciation of the vehicle and the cost of various services provided in relation to the use of the vehicle (such as maintenance, replacement car, tyre management, fuel cards and insurance).‌ ‌Fleet Management services include the provision of outsourcing contracts to clients under which the vehicle is not owned by the Group but is managed by the Group and for which the client pays fees for the various Fleet Management services provided. These services are generally identical to those listed under the Full Service Leasing above, with the exception of the financing service, as the vehicle is owned by the client. ‌41 countries includes LeasePlan Emirates L.L.C which was classified as Assets held for sale in December 2025. Change in presentation of GOI components: prospective depreciation was reclassified from Leasing contract costs - depreciation in Leasing contract margin to Depreciation adjustments in Used Car Sales result and depreciation adjustments. This change is applied retrospectively to all periods. purchased per annum tyres vehicles 3 million 700,000 Scalability leading to better operating efficiency EUR 53.0 billion Earning assets Our scale 729,000 Electric Vehicles (4) multi-brand #1 EV fleet multi-brand player 3.2 million fleet (3) #1 L eadershi p Our leadership We make mobility eas y for our clients, so they can focus on their business Full service leasing Fleet management 1 We finance vehicles 2 We provide a wide 3 We sell the vehicles range of services (2) or lease them again Leadership position in a Leadership in the mobility sector The industry benefits from v ery attractive d ynamic s A highly profitable business Structurally high returns Operational efficiency enhanced by industrialized processes and scale Barriers to entry Access to long-term funding at competitive cost Scale really matters Improved procurement conditions Large infrastructure investments Geographical coverage Strength and resilience Client stickiness Predictability of margins (3 to 5-year contracts) Structurally low credit risk thanks to an asset-backed business L ong-term megatrend s driving strong growth in the mobility sector Electrification Continued electrification, albeit at a lower pace. Around 54% of new vehicles to be BEV by 2030 (1) New EV / Battery technology and business models Behavioural changes Shift from ownership to usership Flexible leasing solutions Used car / Multi-cycle lease New opportunities from digital & AI Increasing digitalization for a seamless digital experience Data-driven value creation AI adoption by companies and consumers Evolving competition OEMs and banks competing in the B2C space Continuing consolidation in the auto leasing industry New entrants (EV, non-European and tech players) Macro uncertainties Increased geopolitical instability Change in local tax regulations and EU regulations Worldwide geopolitical tensions and rising trade barriers disrupting global value chains Battery Electric Vehicles (BEVs), source EV-Volumes for EU, Norway, Switzerland and UK. See list of the services offered in section 1.2.2. For more details see graph in section 1.2.3. Battery Electric Vehicles (BEVs) and Light Commercial Vehicules (LCVs). 1 very attractive industry Unique resources supporting our ambitions #1 global multi-brand (1) , multi-channel player offering the broadest range of products across all segments Largest geographical footprint among multi-brand players (2) 59 countries (3) , including alliances in 18 countries . Coverage is key for large corporates customers One-stop shop for mobility Enhanced distribution capabilities across all market segments Flex, Used car lease, LCV, insurance, etc. Hight potential for cross and up-selling Strong commercial franchise with large corporates 417 International corporate clients (4) 89 customers served in more than 20 countries Adressing retail clients through direct and indirect channels Direct: Online platform under the Ayvens brand Indirect: 460 + partners with OEMs, dealer groups, brokers, mobility platforms, banking and insurers networks / stable A- Germany 42% Bonds 23% Securitizations 6% / stable A- Loans 14% The Netherlands 58% / negative A1 Societe Generale (5) 25% Retail deposits 31% 3. Established issuer on market Best debt credit ratings among multi-brand car leasing players EUR 14.1 billion as at 31 December 2025 2. Strong retail deposits base 1. Diversified funding structure Competitive advantag e in access to funding Sound ris k management framework Robust governance framework Benefiting from being part of the Societe Generale Group Regulated status and supervision by the European Central Bank Prudent approach to risks For more details see graph in section 1.2.3. Benchmark vs. multi-brand players presented in section 1.2.3. 59 countries includes LeasePlan Emirates L.L.C which was classified as Assets held for sale in December 2025. Customers with presence in at least 5 countries and fleet starting from 500 vehicles. Outstanding debt net of deposits with Societe Generale as at 31 December 2025. Shaping the future PowerUP 2026 strategic plan Leveraging the p ower of leadershi p to shape the future of mobility 2026 2024 - and b d eyon 2020 2025 Achieve excellence Shape the future of mobility Establish leadership position Become a fully integrated sustainable mobility provider and the global leader in the car leasing industry New brand Successfully integrate LeasePlan Lead the sector's transformation Build excellence in our operating platform, deliver synergies and superior financial return Address growing markets from a leadership position Lead innovation towards new mobility (MaaS (1) , connected and autonomous cars, EV ecosystem, AI) E SG drives everything we do Shape the future of Act across our value sustainable mobility, chain to benefit the with a full suite of environment and client solutions the community Behave responsibly, internally and with external stakeholders Be a supportive and responsible employer Electric Vehicles (new & used) MaaS & multimodality Multi-cycle Consultancy services Reduction in internal footprint (2) Include sustainability-related considerations at every step of the sourcing process (3) Circularity in vehicle operations (4) Societal commitment (5) ESG and risk management Internal ethics and conduct Customer satisfaction ESG training and objectives Employee experience Corporate culture Diversity, Equity and Inclusion People development Mobility as a Service. Reduction in scopes 1, 2 and 3 CO 2 emissions. E.g. supplier selection with weight of ESG criteria representing up to 20%, sustainability clauses in contracts, compliance with Ayvens Sustainable Procurement Charter, engagement with strategic suppliers outside tendering phase. Develop used car leasing, favour repair over replacement, develop sourcing of reconditioned parts within repair, maintenance and tyre (RMT) management activities. Philanthropy and staff volunteering activities. 1 of mobility Value creation for our stakeholders 2 025 financi a l performance Key indicators EUR 996 million Net income group share 12.9% Return on Tangible Equity (ROTE) Proposed distribution for 2025 of EUR 1,150 million (1) 13.2% CET 1 ratio as at 31 December 2025 EUR 1.01 dividend per share: Annual dividend: EUR 0.59 per share (2) Exceptional cash dividend: EUR 0.42 per share paid in December 2025 EUR 360m share buyback already executed in 2025 Main s trategic and financi al objectives for 2026 OPERATIONAL EFFICIENCY Successfully integrate LeasePlan Annual synergies gross EUR 440m PROFITABILITY RESPONSIBILITY Achieve superior financial return ROTE (4) 13%-15% Step up decarbonization Running fleet CO emissions 90-100g/km (5) 2 Leverage leadership and scale to achieve best-in-class efficiency Cost / Income ratio (excl. UCS results) c. 52% (3) Maintain robust capital position CET 1 ratio c. 12% Offer attractive shareholder return Dividend payout 50% Subject to the approval of the Annual General Meeting of shareholders on 13 May 2026. 50% payout, of net income group share, after deduction of interest on AT1 capital. Cost / Income ratio of the combined entity in 2022, based on public disclosure, excluding UCS results, reduction in depreciation costs and non-recurring items. Return on Tangible Equity. WLTP (Worldwide harmonized Light vehicles Test Procedure). ‌Market and product offering The Ayvens offering meets all customer needs Two main products, addressing corporate and private clients, with a large range of services… 1 Full Service Leasing ("FSL") Ayvens receives a monthly payment to cover financing, depreciation and services. The Group purchases vehicles for the purpose of leasing them to its customers and bears the residual value risk for it. 80% 20% 2 Fleet Management ("FM") Ayvens receives a monthly payment providing services and managing the client's fleet but does not own the vehicles. In % of total fleet Services offered CAR POLICY DESIGN BUDGETING & TCO CONSULTING (1) FLEET REPORTING & CONSULTING MAINTENANCE & REPAIR TYRE MANAGEMENT DRIVER ASSISTANCE INSURANCE FUEL AND CHARGING SERVICES NEW VEHICLE SELECTION AND ADVISORY VEHICULE REGISTRATION AND DELIVERY ACCIDENT MANAGEMENT TAX AND FINE MANAGEMENT REPLACEMENT VEHICLE Cost reduction … to offer a variety of customer benefits Flexible outsourcing solution Balance sheet optimisation & budgeting tool Process simplification (reporting, transparency, etc.) Benefits from the latest technologies (e.g. telematics) (1) TCO: Total Cost of Ownership (i.e. cost including usage of the car during the life of the leasing contract, including leasing cost and services, fuel consumption, direct and indirect taxes, etc.). Offers In addition to traditional Full Service Leasing offers, Ayvens has developed new mobility offers, such as Ayvens Flex, similar to a subscription contract, and Move, which does not necessarily include a vehicle. These products are detailed in Section 1.2.7.3 "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 and fuel card). 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. replacement vehicles - the leasing company may arrange for provision of a replacement vehicle in case of routine maintenance or accident repairs; 1 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. 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 Growth trends and drivers New mobility paradigms 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. Corporate clients also benefit from analytics and reporting tools, enabling the improvement of operational efficiency, control costs and simplicity, allowing the customer to focus on their core competencies. Services included in a full service lease contract are tailored to the Vehicles are increasingly becoming electrified, shared, connected and autonomous, with demand for mobility being strongly impacted by four megatrends: usership, digital and AI, demand for flexible and shared mobility and electrification. These megatrends are expected to shape the future of the mobility sector for the coming years: 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 usership: the mobility sector has seen a strong push away from ownership of assets, including cars, with usership becoming the norm for corporates and a growing trend for private individuals; digital & AI: 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; vehicle - related services. Typical services available under a full electrification: the trajectory of BEV (1) adoption is driven by 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; several factors. First, it is strongly influenced by regulation, that is currently under review across the EU and the UK. Adoption by customers is also driven by the improvement of technology (range and time to charge), availability of a diversified line - up of vehicles (brand, size), affordability, notably for retail customers and charging infrastructure. The growing environmental awareness and changes in customer behaviour have led to a sizeable increase in demand for more sustainable mobility solutions. EV penetration in Europe progressed in recent years, from 13.9% in 2022 to 19.4% in 2025 (2) . BEV (3) are expected to continue to replace internal combustion engine ("ICE") cars over the coming years, with market registrations reaching circa 54% in 2030 (4) . The trend is anticipated to continue over the long 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; term, as evidenced by the vote by the European Parliament on 8 June 2022 (5) to ban the sale of new ICE vehicles in the European Union from 2035 or the Zero Emission Mandate in the UK, phasing out new sales of pure ICE cars by 2030. These megatrends will drive the transformation of the mobility sector and create new opportunities for the coming years. ‌(1)‌ ‌(2) ‌(3) ‌(4) Battery Electric Vehicles (BEVs). Source: ACEA. Including passenger cars and light commercial vehicles. Source: EV-Volumes for EU, Norway, Switzerland and UK. Amending Regulation (EU) 2019/631. Market growth perspectives Customer segments Fleet leasing companies are currently active in corporate and retail segments (small and medium enterprises (SMEs) and private lease). Further growth is expected across all segments, but predominantly in retail segments, driven by the impact of external global developments, the main one being the shift from ownership to usership, accelerated by the electrification transition. Corporates. Historically, this has been the targeted segment for fleet leasing companies, as large corporates looked to outsource non - core activities. For Ayvens, it still represents today the largest client segment and is made up of various types of customers, from medium corporates (between 25 and 99 vehicles) to large (between 100 and 500 vehicles) and very large corporates (more than 500 vehicles). SMEs. Corresponds to companies with fleet between 6 and 24 vehicles. Professionals. up to 5 vehicles. Private lease. Appetite for leasing solutions has been growing recently as individuals turn to usership. The new mobility sector paradigms have also opened additional addressable customer segments for fleet leasing companies, notably light commercial vehicles (" LCVs ") and employees (Business - to Business - to - Employee, also named B2B2E). 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 fleet 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 (improved reporting, operation cost reductions, etc.), as well as through intelligent proactive services such as predictive maintenance reducing vehicle off road periods. 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. 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 LCVs. Ayvens global LCV propositions for Corporate & SME customers aims at aligning its LCV solutions and value proposition in a consistent way across locations. Leveraging on dedicated LCV consultancy tools, expert fleet advice, and an established European representation, the Group's fleet evolution is in line with the evolution of registration in Europe (1) and will be supported in the coming years by the shift from ownership to usership. B2B2E. Data - driven digital solutions are facilitating the ability to serve corporate clients' employees, which is expected to generate profitable growth in this segment. 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) Source: ACEA. 1 ‌Competitive environment Multi-brand full service leasing competitive landscape Total fleet as at 31 December 2025 (in million vehicles) 3.2 0.7 1.9 (1) 1.6 (2) 2.5 1.0 (3) 0.8 (4) 0.4 (5) Funded Fleet Fleet Management Based on Arval's 2025 consolidated financial statements Based on Q4 2025 result presentation Based on Leasys website consulted on 25 February 202G Based on BMW group annual report 2025 Based on Sustainability Impact Report 2024 1.2.3.1 Competitive landscape Bank affiliates 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, leasing their own brand (such as Volkswagen Financial Services, Toyota and Mobilize). Among all global operators, Ayvens has one of the largest geographical coverage, managing circa 3.2 million vehicles across 41 countries (1) 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. 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 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. Besides the largest pan - European players, these are for the most part local or regional players without a global reach. Car manufacturers' captives Car manufacturers' captives are leasing entities owned and controlled by car manufacturers. These entities benefit from brand synergies and access to the dealership network of their 1.2.3.2 Competitors manufacturer, parent or affiliate, but the growth of the business is tied to the underlying demand for the manufacturer's specific Competitors include both vertically integrated companies offering Full Service Leasing and financing services and companies that offer Fleet Management only. On corporate clients, the main competitors are international multi - brand leasing companies operating in the same geographic regions as the Ayvens Group: Arval, Leasys, Alphabet and Athlon/ Daimler Fleet Management. In some of the Group's markets, it also competes with strong local players offering full service leases. The Group also competes with the captive finance subsidiaries of car manufacturers, which are mostly active on retail segments, mainly through financial lease types of products, the largest of which finances fleets that run into several millions. Banks and car manufacturers' captives are also potential partners for Ayvens, depending on the segments, channels and countries. 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. vehicle brands. The importance of captive operating lease and Fleet Management companies, such as Volkswagen Leasing, Mobilize, Stellantis and Toyota, is increasing as their parent companies seek to present themselves as integrated 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. This trend is being accelerated by an increasing focus on vehicle life cycle management, in which car manufacturers aim to extract more value from vehicles beyond the vehicle sale (up to and including used cars). 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. Regional players Regional players are companies that are only present in one country or a small number of countries. ‌41 countries includes LeasePlan Emirates L.L.C which was classified as Assets held for sale in December 2025. 1 ‌Product distribution The Group has two offerings: Full Service Leasing and Fleet Management. The table below shows the breakdown of the total fleet (in thousands of vehicles) by product offering for the financial years ended 31 December 2025, 2024 and 2023: (in thousands of vehicles) Year ended 31/12/2025 Year ended 31/12/2024 (1) Year ended 31/12/2023 Full Service Leasing 2,525 80% 2,609 80% 2,709 79% Fleet Management 650 20% 672 20% 710 21% TOTAL FLEET 3,175 100% 3,281 100% 3,420 100% The Group's full service leases are typically for a duration of 36 to 60 months. The Group's leasing contracts have an average length of 47 months. Within Full Service Leasing, operating leases amounted to EUR 51.2 billion, representing 96% of Ayvens' earning assets. Customers Indirect Sales The Group's indirect sales rely on various types of partnerships with automotive manufacturers and dealer groups, brokers, banking networks, insurers, and mobility platforms to market its offerings. While the partner base is predominantly composed of small and The Group has a diversified customer base, split between corporate clients for circa 67% of the Group's funded fleet and circa 33% for retail customers (SMEs and individuals). The concentration of the Group's top 10 customers (2) remained limited at 5.6% as at 31 December 2025 compared to 5.7% as at 31 December 2024. Distribution 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 sales teams in the countries where it operates, supported by the central Ayvens international team, which coordinates the relationship between large accounts and local entities across the Group. Local Ayvens sales teams bid at tenders from local or international corporate accounts (either corporate or public entities) and provide dedicated sales and account management. The Group also targets SME's, professional customers and private individuals directly via its online platform. medium - sized enterprises, the Group also targets the retail customers of its partners. Partnership agreements are structured either through White Label arrangements or directly under the Ayvens brand. Vehicles may be financed by the Group, by the partner, or jointly. Through White Labelling-whereby a leasing offer is provided by the Group and then packaged and sold by other companies under different brands-partners can offer a fully managed solution under their own brand. These agreements have enabled the Group to build a powerful network to leverage the qualified customer base of its partners. White Label partnerships are mainly used when partnering with automotive manufacturers and banks. Private Lease To reach this customer base and ensure optimal operational efficiency, the Group mostly relies on its existing distribution partnerships but also leverages its internally developed online platforms. The Group is expanding these new channels, particularly through (i) B2B2C, by capitalizing on its different types of partnerships, (ii) B2C, via the Group's web portal, and (iii) B2B2E, targeting employees of the Group's corporate clients. The Group is able to manage the entire lifecycle of private lease contracts through digital channels. ‌(1)‌ 2024 total fleet restated to exclude LeasePlan Emirates L.L.C, classified as held-for-sale as of 31 December 2025. By size of fleet financed. ‌Regions 41 (1) 13,200 (2) 3.2 million 729,000 Countries Employees Total fleet Electric vehicles (United States and Canada) (Guatemala, Nicaragua, Honduras, Salvador, Costa Rica, Panama, Belize and Dominican Republic) Ayvens Alliance partners As at 31 December 2025 (Argentina , Paraguay and Uruguay) 41 countries includes LeasePlan Emirates L.L.C which was classified as Assets held for sale in December 2025. Includes permanent and regular employees, as well as fixed-term and work study employee. 1 (Japan) (China) (South Africa) (Australia and New Zealand) Other service providers MyAyvens - A unique global platform throughout the lease The Group's value proposition to customers is enhanced through its network of service suppliers. In addition to decades of experience working with major car manufacturers, the Group also has strong relationships with importers, dealers, fuel companies, EV charging suppliers, independent workshops, tyre suppliers, tyre fitters, short - term rental companies, roadside assistance service suppliers, 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 significant number of its suppliers in order to complement its full service offering and provide its customers with competitively priced vehicle parts, maintenance and repair services. The Group cooperates with car manufacturer dealer networks for car delivery, maintenance and repair and specialized 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. The Group has developed online tools to meet the needs of its customers throughout the term of the lease. This digital ecosystem is deployed across all countries where the Group operates and is available for both drivers and fleet managers. It provides 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 CO 2 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). 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. Remarketing ‌Innovation In 2025, Ayvens reinforced its position in used vehicle remarketing, building on its expertise and infrastructure inherited from ALD Automotive and LeasePlan and accelerating innovation to support 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. its multi - cycle leasing strategy. Ayvens Carmarket - The Group platform dedicated to the online sale of used cars At the heart of the remarketing activity remains the Ayvens Carmarket platform, a fully integrated digital and global solution facilitating the resale of vehicles at the end of their lease contracts. In 2025, the platform expanded its reach and capabilities, now covering 39 countries and offering enhanced features such as AI - driven predictive pricing and channelling tools, battery State of Health (SoH) certification for electric vehicles, and streamlined export transaction services. Carmarket.ayvens.com continues to serve professional dealers and traders, enabling them to acquire vehicles from Ayvens' Full Service Leasing activity and subscribe to value - added services that simplify Digital solutions and accelerate transactions. These developments position Ayvens Carmarket as a cornerstone of the Group's remarketing strategy and International Digital Framework - A library of functionalities for a customized 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. a key enabler of its circular mobility ambitions. This digital solution allows the Group to leverage its multichannel 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 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 also been strengthened and improved thanks to the implementation of a predictive pricing and channelling 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 or sale by open bidding (a vehicle is offered through an online auction where bids can be placed manually or automatically. All participating traders can view competing bids in real time, and the highest bid secures the vehicle); or sale by closed bidding (the bid is manually posted online; traders cannot see each other's bid and the best bid gets the vehicle); or Export Transaction Services - International Service Center 1 To support the growing international demand for used vehicles and enhance customer experience, Ayvens has established an International Service Center (ISC) dedicated to export remarketing transactions. This initiative reflects Ayvens' commitment to simplifying complex processes and providing a seamless buying journey for professional customers across Europe (19 exporting entities). Key objectives and features of the International Service Center: fixed price sale (buyers can buy a vehicle 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 export transactions. It provides 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 catalogues 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 39 countries. In addition to this remarketing platform dedicated to professionals of the used car market, the Group can rely on 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 at providing 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. Depending on the countries, the platforms offer two types of solution: single point of contact for international remarketing customers, ensuring personalized support throughout the purchasing process and onboarding of new international customers; end - to - end assistance covering vehicle selection, documentation, compliance with local regulations, and logistics coordination for cross - border deliveries; standardized processes to guarantee transparency and efficiency across multiple jurisdictions, reducing administrative complexity for customers; integration with Ayvens Carmarket to facilitate post - sales transactions in multiple countries; value - added services such as multilingual support, tax and customs guidance. By centralizing expertise and resources, the International Service Center strengthens Ayvens' position as a trusted partner for global remarketing customers, ensuring that cross - border transactions are secure, compliant, and efficient. This service is a strategic enabler for Ayvens' ambition to expand its international footprint and deliver consistent customer experience across Europe. Ayvens Factory - Veghel, Netherlands In October 2025, Ayvens inaugurated its largest remarketing facility in Europe, located in Veghel, Netherlands. Called the Ayvens Factory, 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). this facility is designed to accelerate multi - cycle leasing and circular mobility for the Dutch customers and partners by consolidating all remarketing operations-inspection, reconditioning, and resale-into one site in the Netherlands. Key specifications and objectives: Besides direct to consumer, Ayvens also collaborates in some entities with 1 or more dealers, known as indirect sales to consumer. A third party reseller sells the vehicle to the private consumer, through a commission set - up. In 27 countries Ayvens sells directly or indirectly to the private market. Battery State of Health (SoH) certification In September 2025, Ayvens announced the launch of State of Health (SoH) certification for used battery - electric vehicles (BEVs) across Europe, a major step toward transparency and trust in the 91,000 m 2 site, including a 9,000 m 2 building and 26,000 m 2 covered area equipped with 10,000 solar panels (2.8 MW capacity, extendable to 4 MW); 50 EV charging points, scalable to 75, supporting electrification goals; annual processing capacity of 50,000 ex - lease vehicles, enabling refurbishment, cleaning, polishing, and photography for resale or redeployment; advanced sustainability features: optimized transport flows, second - hand EV market. The SoH certificate measures the battery's current capacity as a percentage of its original capacity, providing renewable energy integration, and reduced CO 2 through central location and efficient logistics. emissions reliable data on battery health and real - world driving range. This initiative addresses one of the main barriers to EV adoption-uncertainty about battery longevity-by offering transparent, standardized information. Battery performance is a critical factor in resale value and customer confidence. By certifying battery health, Ayvens strengthens the circular economy, extends vehicle lifetimes, and supports the transition to electric mobility. Innovative 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. Ayvens Electric - This comprehensive solution, accessible in 35 countries in 2025, 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. Recognized 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 hereafter. Re - 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 solution is notably relevant with electric vehicles. As at 31 December 2025, circa 71,000 vehicles (1) were leased under the Group's multicycle offer vs circa 67,000 (1) as at 31 December 2024, up 5.0% . 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 - offering is addressing evolving customer needs by giving companies and employees access to multiple mobility options. It enables the use of different transport modes while supporting employer objectives such as reducing CO₂ emissions. Launched in 2022, is now live with major local and international Ayvens customers and the Move App is currently deployed in France, Belgium and the Netherlands. Move continues to innovate through strong partnerships, notably with SNCF in France, enhancing access to sustainable mobility solutions. Several subsidiaries also offer "soft" mobility services-such as bicycles and electric mopeds or scooters-mainly in Belgium and, more recently, in France. 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 CO 2 emissions and by benchmarking it with more sustainable alternatives. Green Scorecard is now live in 5 markets: France, the Netherlands, Italy, Germany and Austria. On the Green Scorecard digital platform, Ayvens' RightSizing tool optimizes customers' fleet composition by analysing vehicle usage patterns and operational needs, delivering data - driven insights to reduce total cost of ownership and emissions. Within the same platform, the Net Zero Programme supports customers in achieving their CO₂ reduction targets by establishing a mobility CO₂ baseline and modelling projections based on reduction ambitions, vehicle mix, contract renewal cycles, and countries' electrification maturity. These solutions reflect the Group's proactive approach to diversifying powertrains and promoting more sustainable mobility solutions. In June 2024, Ayvens partnered with La Fresque de la Mobilité to co - create The Mobility Lab , an international and interactive workshop for corporates. The initiative brings together mobility stakeholders to co - design concrete sustainable mobility actions and support change management within client organizations. Exclusive to Ayvens for two years, the Mobility Lab is already deployed in seven countries with trained facilitators. Integrated Fleet Charging Solution - Partnership with Plugsurfing - On 25 December 2025, Ayvens signed an International Framework Agreement with Plugsurfing, Europe's leading EV charging platform for businesses. The partnership provides a comprehensive fleet charging solution for international, corporate, and SME clients, offering access to more than one million public charge points across Europe. A consolidated fleet portal enables unified reporting, enhanced data insights, and improved visibility on total cost of ownership, including vehicle and charging costs. The solution will be rolled out in 2026 and 2027 across Belgium, France, Germany, Italy, the Netherlands, and the United Kingdom. 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 all countries. Flexible solutions Ayvens Flex meets the growing demand for short to mid - term mobility by offering vehicles for periods under 24 months, with flexible terms. Ayvens Flex delivers a short- to mid - term mobility solution for corporate clients, offering a much shorter commitment period compared to traditional Full Service Leasing. Introduced in 2024, Ayvens Flex combines the strengths of ALD Flex and LeasePlan's FlexiPlan into a single, streamlined product-bridging the gap between short - term rental and full - service lease. This solution, tailored for B2B clients, provides fast and easy access to vehicles with a minimum commitment starting from just one month. It includes both new and pre - leased vehicles, categorized for convenience, and offered at a fixed monthly fee with optional services. As of 31 December 2025, Ayvens Flex was available in 36 countries (2), from an owned fleet over 100,000 vehicles, making it one of the largest flexible rental fleets globally by size and coverage. ‌Excluding used vehicles allocated to the Flex fleet.‌ Including LeasePlan Emirates L.L.C, classified as assets held for sale as of December 31, 2025. 1 Ayvens at a glance Information technology 1 ‌Information technology The Digital & IT department at Ayvens operates as a global, integrated organization dedicated to building a unified, scalable and future - ready technology environment that enables the company's mobility vision across all markets. Its mission is to establish a harmonized Digital & IT ecosystem capable of supporting end - to - end processes, enhancing customer and user experience, and ensuring operational excellence at every level. Central to this mission is the creation and deployment of a common operating model that aligns countries on governance, sourcing efficiency, cost optimization and consistent ways of working across the entire technology lifecycle. As part of the integration journey, the department leads large - scale programmes designed to simplify the technology landscape, converge platforms, and phase out redundant or obsolete components to unlock synergies and reduce structural complexity. Its global reach is supported through multiple Digital & IT hubs across Europe and Asia, enabling strong collaboration across distributed teams supporting transformation, operations and continuous improvement initiatives worldwide. A foundational pillar of the department's strategy is the Global Mobility Platform, a group - wide initiative designed to standardise products, processes and IT foundations at scale. This platform ambition drives the convergence toward a single mobility backbone, increasing interoperability, reducing fragmentation and ensuring that all countries benefit from a shared digital capability model. Data is treated as a strategic asset across the organization. The department focuses on consolidating data environments, strengthening governance, enhancing quality and establishing unified structures that ensure information is accurate, accessible and reliable across all operational and regulatory domains. A rationalization effort supports the transition toward a simplified and sustainable data ecosystem, reducing complexity and reinforcing the data foundations required for the company's future operating model. Artificial Intelligence is becoming a key enabler for the organization's long - term ambitions. Work is underway to implement consistent governance practices to ensure AI initiatives are secure, ethical, compliant and aligned with strategic priorities. The department focuses on high - impact use cases where AI can enhance efficiency, improve decision - making, automate operational activities and elevate customer and user experience. In parallel, the department places strong emphasis on IT and cybersecurity robustness. It works to standardise security practices, strengthen monitoring capabilities, reduce vulnerabilities and ensure that all systems meet high standards of resilience and compliance. These efforts support the stability and reliability of the technology environment, ensuring that the organization's digital foundations remain secure, resilient and aligned with the strategic goal of delivering a trusted Global Mobility Platform. 1 Ayvens at a glance Strategy ‌Strategy 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 (1) 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. ‌Megatrends and vision for 2030 Ayvens is in 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 although the speed of transition has also turned out to be volatile and we have witnessed recently a material slowdown 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 is to become a global mobility platform, offering all types of mobility contributing to climate change mitigation and where circular economy in the form of multi - cycle lease will have more emphasis, for more details, see Section 5.2.2 of this Universal Registration Document. Cars will become increasingly connected, and eventually fully autonomous, and in the long - term 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 (1) 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) For more details see graph in section 1.2.3.

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