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Ayvens : Fourth Supplement dated 10 April 2026 to the base prospectus dated 7 July 2025

Ayvens : Fourth Supplement dated 10 April 2026 to the base prospectus dated 7 July

AyvensApril 10, 20265
Ayvens : Fourth Supplement dated 10 April 2026 to the base prospectus dated 7 July 2025

About this update from Ayvens

FOURTH SUPPLEMENT DATED 10 APRIL 2026 TO THE BASE PROSPECTUS DATED 7 JULY 2025 AYVENS Euro 15,000,000,000 Euro Medium Term Note Programme This supplement (the " Fourth Supplement ") is supplemental to and must be read in conjunction with the base prospectus dated 7 July 2025, which received approval number 25-281 on 7 July 2025 as supplemented by the supplement dated 29 August 2025, which received approval number 25-356 on 29 August 2025, by the second supplement dated 31 October 2025, which received approval number 25-417 on 31 October 2025 and by the third supplement dated 11 February 2026, which received approval number 26-023 on 11 February 2026 (together the " Base Prospectus ") by the Autorité des marchés financiers (the " AMF "), prepared by Ayvens (" Ayvens " or the " Issuer ") with respect to its Euro 15,000,000,000 Euro Medium Term Note Programme (the " Programme "). Terms defined in the Base Prospectus have the same meaning when used in this Fourth Supplement. The Base Prospectus as supplemented constitutes a base prospectus for the purposes of Article 8 of Regulation (EU) 2017/1129 of the European Parliament and of the European Council of 14 June 2017, as amended (the " Prospectus Regulation "). This Fourth Supplement has been prepared in accordance with Article 23 of the Prospectus Regulation. Application has been made for approval of this Fourth Supplement to the AMF in its capacity as competent authority under the Prospectus Regulation. This Fourth Supplement has been produced for the purposes of (i) incorporating by reference the 2025 Universal Registration Document (as defined herein) and (ii) updating the sections "Risk Factors" and "General Information". Save as disclosed in this Fourth Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus which is material in the context of the Programme since the publication of the Base Prospectus, and which may affect the assessment of the Notes. To the extent that there is any inconsistency between (a) any statement in this Fourth Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectus, the statements in this Fourth Supplement shall prevail. Copies of the Base Prospectus and this Fourth Supplement can be obtained free of charge from the registered office of the Issuer and will also be published on the websites of the Issuer ( https://www.ayvens.com/investors/publications-and-documents/debt-documents/ ) and the AMF ( https://www.amf-france.org ). Table of Contents RISK FACTORS 3 DOCUMENTS INCORPORATED BY REFERENCE 5 GENERAL INFORMATION 12 PERSON RESPONSIBLE FOR THE INFORMATION GIVEN IN THE FOURTH SUPPLEMENT 13 RISK FACTORS The sub-section I "Risk factors relating to the Issuer and its subsidiaries" in the section "Risk Factors" on pages 22 to 24 of the Base Prospectus is hereby deleted and replaced by the following: "Given the diversity and changes in the Group's activities, its risk management focuses on the following main categories of risks, any of which could adversely affect the Group's performance. The following risk factors set out in "Chapter 4. Risks factors" on pages 128 to 144 of the English version of the Issuer's registration document dated 9 April 2026 and which was filed with the AMF on 9 April 2026 under no. D.26-0237 shall be deemed to be incorporated by reference in, and form part of, this Part I (see section " Documents incorporated by Reference "). Risks related to macroeconomic, geopolitical and regulatory environments Macroeconomic and geopolitical risks The Group ' s business and results may be impacted by a deterioration of the economic and/or geopolitical environment . Regulation changes The Group is subject to an expanding regulatory framework and any changes to it could have a negative impact on its business, financial situation or costs. Risks related to integration The Group could face difficulties that jeopardize the customer satisfaction while executing the final phase of the integration. Climate, environmental, social and governance risks The Group's business could have adverse impacts on the climate, the environment and society, or may be impacted by climate, environmental, or societal change. Risks specific to activity Risks related to residual value The Group may be unable to sell its used vehicles at desirable prices, and faces risks related to the residual value of its vehicles in connection with such disposals. Risks related to maintenance services and tyres The Group's pricing structure and assumptions regarding the future repair, maintenance and tyre costs (RMT) of the vehicles in its fleet over the term of the lease may prove to be inaccurate, which could result in reduced margins or losses. Risk related to motor insurance The Group is exposed to the potential loss generated by the costs related to motor damage payments, where the damage risk (mainly own damages) is retained in its leasing entities and the insurance coverage is offered by Ayvens Insurance entity. Credit risk The Group is exposed to the risk of default by its customers under leases and/or Fleet Management contracts. Non-financial risk and model risk IT and cybersecurity risks The Group may be unable to ensure the reliable operation, security, and continuous improvement of its software, websites and mobile applications, or fail to adapt them effectively to evolving technological advancements and cybersecurity threats Any disruption due to cyberattack on the Group's information technology systems could have a significant adverse impact on its business. Fraud risk Fraud risk is defined as intentional non-compliance with existing laws, regulations or procedures, which could generate a loss for Ayvens and/or its clients and provide the fraudster or his or her relatives with a direct or indirect material or moral benefit. Legal, fiscal and compliance risks The Group could be subject to legal and/or administrative (tax) proceedings as well as sanctions for failure to comply with regulations that could harm its interests. Model risk The Group could be subject to adverse consequences arising from decisions based primarily on models. Structural risks Liquidity risk The Group could be unable to meet its financial commitments when they fall due, in case of liquidity default. Interest and exchange rate risks The Group is exposed to interest rate risk and to foreign exchange risk in countries outside the Euro zone. " DOCUMENTS INCORPORATED BY REFERENCE The section "Documents incorporated by reference" on pages 38 to 45 of the Base Prospectus is hereby deleted in its entirety and replaced by the following: "This Base Prospectus should be read and construed in conjunction with the following information, all of which have been previously or simultaneously filed with the AMF and which are incorporated by reference in, and shall be deemed to form part of, this Base Prospectus: the English version of the universal registration document of the Issuer dated 9 April 2026 which includes an English translation of the audited consolidated financial statements of the Issuer in respect of the year ended 31 December 2025, and a free English translation of the statutory auditors' audit report on the consolidated financial statements of the Issuer in respect of the year ended 31 December 2025 and which was filed with the AMF on 9 April 2026 under no. D.26-0237 (the "2025 Universal Registration Document"), with the exception of the cover page (page 1) and Chapter 8 (pages 427 to 429) (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/regulated-information/2-annual-financial-reports-registration-documents-ammendments/2026/ald2025_ayvens_urd_2025_en_mel_26_04_09.pdf?rev=848fe54c06b04cc58 463551b0d05e13b ); the English version of the universal registration document of the Issuer dated 11 April 2025 which includes an English translation of the audited consolidated financial statements of the Issuer in respect of the year ended 31 December 2024, and a free English translation of the statutory auditors' audit report on the consolidated financial statements of the Issuer in respect of the year ended 31 December 2024 and which was filed with the AMF on 11 April 2025 under no. D.25-0246 (the " 2024 Universal Registration Document "), with the exception of the cover page (page 1) and Chapter 8 (pages 401 to 404) (available for viewing at: https://ayvens-urd.fr.digital-report.net/en/report/3934#title_2169015 ); the section "Terms and Conditions" contained in the base prospectus of the Issuer dated 31 August 2022 (pages 36 to 84) filed with the AMF under number 22-366 on 31 August 2022 (the "EMTN 2022 Conditions") (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/debt/debt-investors/1-prospectus-and-supplements/31-august-2022-ald-base-prospectus--eur-15000000000-euro-medium-term-note-programme.pdf?rev=585a949d146d46f0aec311447715505a ); the section "Terms and Conditions" contained in the base prospectus of the Issuer dated 12 June 2023 (pages 42 to 113) filed with the AMF under number 23-214 on 12 June 2023 (the "EMTN 2023 Conditions") (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/debt/debt-investors/1-prospectus-and-supplements/12-june-2023-ald-base-prospectus--eur-15000000000-euro-medium-term-note-programme.pdf?rev=263c295959794a6c980a8be492f34ed0 ); and the section "Terms and Conditions" contained in the base prospectus of the Issuer dated 4 July 2024 (pages 44 to 114) filed with the AMF under number 24-274 on 4 July 2024 (the "EMTN 2024 Conditions") (available for viewing at: https://www.ayvens.com/- /media/ayvens/public/cp/files/debt/debt-investors/1-prospectus-and-supplements/1-ayvens--emtn-2024--base-prospectus.pdf?rev=3934c0abfd764db8a4fea9ac20566047 ). Documents incorporated by reference in this Base Prospectus are published and available on the website of the Issuer ( https://www.ayvens.com/en-cp/investors/publications-and-documents/ ).

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