Ayvens : Ex ante report - 2026 Executive Corporate Officers remuneration policy - EN (ex ante report 2026 executive corporate officers remuneration policy)

About this update from Ayvens

COMPENSATION POLICY OF CORPORATE OFFICERS FOR 2026 EX-ANTE POLICY AYVENS BOARD OF DIRECTORS 24 TH OF MARCH 2026 COMPENSATION POLICY OF CORPORATE OFFICERS The compensation policy applicable to the executive corporate officers was approved by the Board of Directors on 24 March 2026 and will be submitted for approval at the Annual General Meeting of 13 May 2026 ( ex ante vote). The compensation policy is aligned with the interests of the Company's various stakeholders via quantitative and qualitative performance objectives linked to the corporate strategy of Ayvens, which are used to determine the variable compensation of executives. It is in line with the Company's corporate social interests through the use of qualitative performance indicators, in particular objectives relating to environmental, social and governance (ESG) criteria, including the Group's staff engagement levels. It supports the commercial strategy by integrating performance indicators for executives linked to commercial objectives, customer satisfaction and the development of strategic partnerships. It also contributes to the sustainability of the Company by creating a direct link between the variable compensation of executives and objectives aimed at implementing the long-term strategy of the Ayvens. Accordingly, the compensation policy provides for the deferred payment over a period of five years of the variable portion subject to presence and performance conditions. The purpose of this is to retain executives over the long term and take into account the Company's results over a period of five years following the end of the financial year. A minimum of 50% of variable compensation is paid in the form of Ayvens shares or phantom share units to enable an alignment of the interests of executives with the long-term interests of shareholders. The "malus" clause and clawback mechanism make it possible to take into account risk management and compliance over that five-year period. The compensation policy applicable to executive corporate officers is defined by the Board of Directors on the recommendations of the COREM. Executive corporate officers do not participate in the discussions and deliberations of the Board and the COREM concerning the policy applicable to their own compensation. The "target" levels of fixed and variable compensation take into account market practices based on studies carried out by an independent firm. Executive corporate officers are subject to an annual independent assessment by the Risk Department and Compliance Department of Societe Generale. In the event of a negative assessment, the conclusions are shared with the Board in order to be included in their deliberations. The Board of Directors of 24 March 2026, based on a recommendation of the COREM, validated the principles for the determination of the 2026 variable remuneration, as presented below. Compensation of Directors The policy governing the remuneration of independent directors was approved by the Board of Directors on 7 February 2018. In accordance with the recommendations of the AFEP-MEDEF Code, it includes (i) a fixed component, revalued in 2023 at EUR 36,000, which is paid to the independent directors and chairpersons of the specialized committees, to reward their long-term commitment and the responsibilities associated with their mandates, and (ii) a predominately variable component, to reward attendance and participation at the various meetings of the Board and the specialized committees (EUR 2,000 per meeting increased to EUR 3,000 per meeting for the chairperson), the total of which is calculated on the basis of directors' attendance. The Chairpersons of the specialised committees receive 50% more than committee members because of the greater level of personal investment required. The Board of Directors on 24 March 2026 decided to set the global annual attendance fees at EUR 450 thousand (increased from EUR 400 thousand previously), subject to the approval of the Annual General Meeting of 13 May 2026, due to the increased number of meetings, with no change to the above-mentioned policy concerning the fixed and variable components. Compensation of the Chair Pierre PALMIERI does not receive any compensation for his role as Chair of the Board of Directors and is directly compensated by Societe Generale for his duties as Deputy Chief Executive Officer of Societe Generale. Compensation of executive officers The compensation for 2026 of the Chief Executive Officer and the Deputy Chief Executive Officer is broken down into the following components: fixed compensation, which recognises the experience and responsibilities exercised, and takes into account market practices; annual variable compensation, which depends on performance for the year and the contribution of the executive corporate officers to the success of Ayvens. Fixed Compensation The proposed annual fixed compensation for 2026 is as follows: Philippe DE ROVIRA, Chief Executive Officer: EUR 1,200,000; John SAFFRETT, Deputy Chief Executive Officer: EUR 600,000. John Saffrett's fixed remuneration related to 2026 was paid from 1st January 2026 up until the end of the term of his office as Deputy Chief Executive Officer on 5 February 2026. Patrick SOMMELET, Deputy Chief Executive Officer: EUR 560,000. For 2026, the fixed remuneration for Patrick Sommelet will be paid from the date of effective appointment on a prorata temporis basis. In accordance with the provisions of the current remuneration policy for the executive corporate officers, approved by the General Meeting of Shareholders on 19 May 2025, specifically in the case of the appointment of a new executive corporate officer, the Board of Directors set the level of fixed remuneration taking into account the scope of responsibility, the prior professional experience and also market practices on the basis of a study carried out by an independent firm, Korn Ferry. Variable compensation General principles The Board of Directors of 24 March 2026, based on a recommendation of the COREM, validated the principles for the determination of the 2026 variable remuneration, which will be submitted for approval by the Annual General Meeting of 13 May 2026: The annual variable compensation is calculated using a scorecard approach on the basis of quantitative criteria (60%) and qualitative non-financial criteria (40%); In addition, the variable remuneration award is subject to qualifiers, meaning that if certain minimum conditions are not met, the variable remuneration calculated using the scorecard approach can be reduced at the discretion of the Board; Finally, the Board also has full discretion to adjust formulaic outcomes, in particular if the results of the scorecard and qualifiers do not sufficiently reflect the underlying performance of Ayvens group, measured via the evolution of the normalized net profit, or in the case of unforeseen circumstances. Final variable remuneration award Scorecard calculation 60% quantitative criteria 20% ESG criteria 20% individual objectives Qualifiers If qualifiers are not met, total variable remuneration award can be reduced or cancelled Board discretion Board discretion to adjust formulaic outcomes X X = Any adjustments resulting from the exercise of Board discretion would be presented in the ex post report for the approval by the Annual General Meeting. The table below shows the target and maximum amounts of variable compensation in respect of performance in 2026, unchanged from those applicable in 2025 for Philippe de Rovira and defined by the Board of Directors on 5 February 2026 for Patrick SOMMELET. In the case of overperformance, the maximum variable remuneration is capped at 130% of the target variable remuneration. (in EUR) Target variable compensation in 2026 Target variable as a % of fixed compensation O/w quantitative portion O/w qualitative portion Maximum variable compensation 2026 Maximum variable as a % of fixed compensation O/w quantitative portion O/w qualitative portion Philippe de ROVIRA 1,800,000 150% 1,080,000 720,000 2,340,000 195% 1,404,000 936,000 Patrick SOMMELET (1) 560,000 100% 336,000 224,000 728,000 130% 436,800 291,200 (1) Applicable from the date of effective appointment on a prorata temporis basis. Following his resignation as of 5 February 2026, John Saffrett is not eligible for a variable remuneration award with respect to the 2026 performance year. Quantitative portion The quantitative portion (60%) for 2026 is assessed on the perimeter of Ayvens on the basis of the following three indicators: Indicators Weighting ROTE 20 % Gross Margin (Leasing contract and Service Margins, excluding UCS) 20 % Funded Fleet 20 % TOTAL 60 % These indicators are aligned with the strategic priorities of Ayvens for 2026, notably the return on capital employed, the optimisation of margins and the funded fleet. The reduction of our operating expenses and reaching the targeted level of C/I ratio remains a priority for Ayvens in 2026. For this reason, the level of operating expense and C/I ratio are included in the qualifiers, as described below, allowing for a reduction in total variable remuneration award if the maximum level determined by the Board is exceeded. The target amounts for these quantitative criteria were precisely established by the COREM and approved by the Board of Directors, but are not being made public for reasons of confidentiality. The indicators/targets were set including all exceptional costs linked to the acquisition and integration of LeasePlan. The Board of Directors will assess the degree to which quantitative objectives have been achieved after the close of the financial year, on the basis of the published results. The Board of Directors is empowered to decide, on the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not resulting from managerial decisions or operational management of activities. Qualitative (non-financial) portion The qualitative non-financial portion (40%) is based on objectives set each year in advance by the Board of Directors for the coming financial year, of which 20% is based on collective objectives related to the ESG strategy and 20% is based on individual objectives relative to the perimeter of supervision of each executive officer. The criteria specifying how the achievement of each qualitative objective will be measured have been established by the COREM and approved by the Board of Directors. These criteria are not made public for reasons of confidentiality. The objectives are set for the 2026 financial year and are linked to the implementation of the long-term strategy of Ayvens. In compliance with the recommendations of the Afep-Medef code, the collective objectives for 2026 are based on criteria linked to the ESG strategy : objectives for the reduction of CO 2 emissions of the running fleet ; customer satisfaction as assessed using satisfaction surveys (measured by the net promoter score); objectives related to Ayvens Responsible Employer strategy including the results of the employee engagement rate, measured via our employer barometer and the progress on gender equality objectives concerning the proportion of female representation in the senior management bodies; regulatory compliance, measured via the timely and qualitative remediation of supervisory and internal audit recommendations. The individual objectives of the executive corporate officers include: the implementation of the organisational structures and strategic plans specific to their areas of responsibility. This includes the successful implementation of the following for 2026: the definition of the new strategic plan 2026-2029; the Group Performance and Efficiency Program including the completion of the integration roadmap; the implementation of measures to improve the client experience; the implementation of the roadmap relating to the Culture and Conduct program; RWA management and capital optimisation. These objectives will be assessed by the Board of Directors after the end of the financial year on the basis of predefined criteria on the recommendation of the COREM. Qualifiers As mentioned above, the award of variable remuneration is subject to certain qualifiers being met. The qualifiers fixed for the 2026 performance year are as follows: Group Operating expenses (including CTA) and Cost / Income ratio not exceeding a maximum budget; The Group profit not being below a pre-defined threshold; No negative assessment from the independent Risk and Compliance departments of Société Générale. In the event where any qualifier is not met, the variable remuneration award can be reduced or cancelled by decision of the Board of Directors, based on a recommendation of the COREM. The budgets and thresholds for the financial qualifiers were precisely established by the COREM and approved by the Board of Directors, but are not being made public for reasons of confidentiality. The Board of Directors is empowered to decide, on the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not resulting from managerial decisions or operational management of activities. The Board of Directors determined these qualifiers in order to reinforce the alignment with the group's regulatory requirements as a Financial Holding Company and for 2026, in order to increase the potential impact on variable remuneration if the Operating Expenses or Cost/Income budget is not met, due to the strategic importance of controlling our costs and reaching our Cost/Income objective. Vesting procedure for total variable compensation In accordance with CRD5, the Board of Directors has defined the following terms for the vesting and payment of total variable compensation: a deferred portion which vests in instalments of one-fifth over a five-year period, with a minimum deferral rate of 60%; at least 50% is indexed to the Ayvens share price (phantom share units), resulting in 50% of the vested portion and a minimum of 50% of the unvested portion; the amount of the variable portion immediately granted in cash may not exceed 20% of the total amount. The deferred portion vests subject to: a condition of continued presence. Exceptions to this condition are retirement, death, disability with incapacity to perform one's functions or a decision of the Board of Directors based on the terms of departure; reduction or cancellation under a "malus" clause in the event of a significant deterioration of financial performance or a failure of duty; a profitability condition defined as Ayvens' positive Net income for the period (based on an arithmetical average) over the vesting period. The deferred portion is also subject to a clawback clause valid for five years, which can be activated in the event of acts or behaviour deemed rash in terms of risk-taking, subject to applicability within the relevant legal and regulatory framework. The payment of the last installment of the deferred part at the end of five years is also conditional on the ROTE. The full amount would be paid only if arithmetic average ROTE adjusted for non-recurring items over the vesting period is above 12%. Below 8% arithmetic average, no amount would be payable. If the arithmetic average ROTE is between 8% and 12%, the COREM would propose a vesting percentage to the Board of Directors. The Board of Directors is empowered to decide, upon the recommendation of the COREM, whether to make restatements for non-recurring exceptional and unbudgeted items not covered by managerial decisions or operational management of activities. Moreover, the Chief Executive Officer and the Deputy Chief Executive Officer are prohibited from hedging their shares or share equivalents throughout the vesting and holding periods. Total variable compensation - Chronology of payments in amounts or shares

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