Ayvens at a glance

1.1History and development

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

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

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

In 2009, the Group entered into a global strategic co-operation alliance with Wheels, 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.

1.2Detailed profile

1.2.1Business model

Ayvens is a Full Service Leasing (3) and Fleet Management (4) Group with a total fleet of 3.2 million vehicles as at 31 December 2025. It operates directly in 41 countries(5) and through commercial 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.

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

Lastly, the Group generates income from the remarketing of its used vehicles at the termination of a lease contract, referred to as the Used Car Sales result. The Group markets and sells used vehicles at the end of their lease through various channels: professional dealers or traders, directly to the users of the vehicles or sales to individual customers, respectively through its global auction platforms dedicated to traders and dealers (Ayvens Carmarket) and through online vehicle sales to retail customers (under the Ayvens brand) with the support of 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:

1.2.2Market and product offering

The Ayvens offering meets all customer needs

(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.).

1.2.2.1Offers

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.

A full service lease includes various management services, which help simplify the customer’s fleet administration: by thus delegating the management of its fleet, the customer avoids the need for an internal operating structure managing the relationship with drivers, suppliers and car manufacturers and having to sell the vehicle at the end of the lease while optimising costs. 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 specific needs of customers. Under the fixed-payment model, customers pay a fixed monthly cost, but are not provided with a breakdown of the actual costs of the services incurred. The leasing company absorbs both positive and negative variances from the contracted costs. No settlement of the difference between actual and fixed contracted costs occurs at the end of the contract.

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

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

Fleet Management

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

1.2.2.2Growth trends and drivers

1.2.2.2.1New mobility paradigms

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

• 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;
• electrification: the trajectory of BEV (7) adoption is driven by 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 (8). BEV (9) are expected to continue to replace internal combustion engine (“ICE”) cars over the coming years, with market registrations reaching circa 54% in 2030 (10). The trend is anticipated to continue over the long term, as evidenced by the vote by the European Parliament on 8 June 2022 (11) 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.

1.2.2.2.2Market 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).

• 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 (12) 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.

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 trends, with its core products of operating leasing and Fleet Management and its ability to provide flexible use options responding to the mobility demands of all customer segments.

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

1.2.3Competitive environment

1.2.3.1Competitive landscape

Globally, the Full Service Leasing market remains fragmented, with few players providing global coverage. Ayvens became the leading multi-brand player following the acquisition of LeasePlan. Arval is Ayvens’ closest competitor. Other multi-brand companies have traditionally focused on their home market and region (such as Sumitomo and Orix in South East Asia, and American leasing entities such as Element Fleet, Holman and Wheels, present largely in North America). In addition, certain captive financing subsidiaries of car manufacturers are well positioned in the market, 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(13) 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.

1.2.3.2Competitors

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.

(i)   Bank affiliates

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

(ii)   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 manufacturer, parent or affiliate, but the growth of the business is tied to the underlying demand for the manufacturer’s specific vehicle brands.

The importance of captive operating lease and Fleet Management companies, such as Volkswagen Leasing, 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).

(iii)   Independent operators

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

(iv)   Regional players

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

1.2.4Product distribution

The Group has two 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:

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.

1.2.4.1Customers

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 (15) remained limited at 5.6% as at 31 December 2025 compared to 5.7% as at 31 December 2024.

1.2.4.2Distribution channels

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

Direct Sales

Direct sales are made by the Group’s 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.

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 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.

1.2.5Regions

1.2.6Other service providers

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.

1.2.7Innovation

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.

1.2.7.1Digital solutions

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.

MyAyvens – A unique global platform throughout the lease

The Group has developed online tools to meet the needs of its customers throughout the term of the lease. 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 CO2 emissions.

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

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.

1.2.7.2Remarketing

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 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 and accelerate transactions. These developments position Ayvens Carmarket as a cornerstone of the Group’s remarketing strategy and 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
• 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:

• 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).

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 second-hand EV market. The SoH certificate measures the battery’s current capacity as a percentage of its original capacity, providing 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.

Export Transaction Services – International Service Center

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:

• 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, 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:

• 91,000 m2 site, including a 9,000 m2 building and 26,000 m2 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, renewable energy integration, and reduced CO2 emissions through central location and efficient logistics.

1.2.7.3Innovative 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 (16) 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 CO2 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 (17), from an owned fleet over 100,000 vehicles, making it one of the largest flexible rental fleets globally by size and coverage.

1.3Information 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.

1.4Strategy

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

Having established a leadership position(18) through its “Move 2025” strategic plan and the acquisition of LeasePlan, Ayvens intends to lead the sector’s transformation under the “PowerUp 2026” plan. The objectives are to achieve excellence in its operating platform and deliver synergies and superior financial return through the successful integration of LeasePlan and the launch of a new brand. Ayvens’ long-term strategy is to leverage on the power of leadership to shape the future of mobility by addressing fast-growing markets and fostering innovation towards new mobility like Mobility-as-a-Service (MaaS) and connected and autonomous cars. Ayvens’ strategic ambition is to become a Leading Global Sustainable Mobility Player.

1.4.1Megatrends and vision for 2030

Ayvens is 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.

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

Growth strategy: Returning to fleet growth at healthy profitability levels

In 2024 and 2025, under the constraints of the net earning assets control and margin improvement program, Ayvens’ focus was on selective growth to balance volume and profitability whilst rebalancing its asset risk position in an increasingly volatile electric vehicle (EV) environment. This foundational work has prepared Ayvens for the next phase: returning to fleet growth at healthy profitability levels.

In the mid-term, our focus has returned to growth—capitalizing on the expanding operational lease market in Europe and unlocking new commercial opportunities. While few selected strategic restructurings (UK, Turkey, and subscription business in Germany) had a negative impact on fleet development, these actions were necessary to ensure resilience. With this foundation in place, Ayvens’ attention is firmly on returning to growth and driving sustainable performance.

To achieve this, a clear set of commercial levers were defined:

• Segment approach: Maintain volume in the corporate segment through tailored offers, while accelerating retail growth with a more industrialized approach;
• Product approach: Scale and expand the existing product portfolio. This includes driving profitability in light commercial vehicles (LCV), further develop flexible solutions such as multi-cycle lease and Flex, and pursuing high-margin opportunities in insurance;
• New revenue streams: We are actively developing innovative sources of commercial revenue, including uptime solutions and further development of the EV ecosystem through home chargers and charge cards.

The objective is to stabilize the fleet in 2026  with a slight net earning assets increase.

Beyond these initiatives, Ayvens is exploring external growth opportunities through targeted bolt-on acquisitions. This strategy is designed to re-ignite our commercial engine and strengthen our market position.

Finally, to energize teams and foster a culture of performance, our “Boost Growth” campaign was launched. This program motivates commercial staff to go the extra mile by participating in a competitive challenge with attractive prizes for both teams and individuals.

Sustainable mobility: We will lead the way to sustainable mobility

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

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

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

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

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

Continue to “make electrification simple” for its clients with our CPO (Charge point operator) and charging services

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

Serve clients through powerful engine

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

Delivering a unique & seamless Customer Experience

The Group believes it is key to always remember that its customers are the reason it exists and to nurture strong customer empathy and a “can do” attitude. Ayvens focuses on earning and keeping customer trust, making customer experience a key differentiator.

Ayvens has set ambitious targets and aims to deliver these by continuously capturing customer feedback, collect, analyse, and utilize customer data to deeply understand customer’s needs & expectations.

Delivering excellent in‑life management of vehicles and contracts

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

Digitalization will support process‑and service‑levels

The Group’s new IT Strategy focuses on creating standard products and processes, supported by one global scalable digital platform.

Ayvens aims to accelerate customer experience, whilst retaining the vision to realize the Global Mobility Platform of Societe Generale, and distributing a multitude of mobility products and proposing mobility products inside the bank’s customer experience.

Leveraging remarketing capacities to foster multichannel, multi-cycle and Flex

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

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

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

Being a leader, globally and locally

Ayvens has the largest geographical footprint among multi-brand players (19), covering 41 countries(20) directly and 18 countries indirectly via alliances, which is one of its unique selling points to maintain a leading position in the multinational corporate segment. We roughly distinguish three geographies:

• mature european markets: the Group is a market leader in these markets (21), fully covering all channels and segments with a strong innovation capacity and an unmatched product range. Additional growth comes mainly from SME and consumer;
• rest of Europe: the Group’s larger clients requests Ayvens’ presence in these markets and our business model is transitioning from corporates-only to other segments as well;
• Latin America, Asia and others: large blue chips accounts are the core business, but the Group sees a high growth opportunity as these markets mature.

Leveraging size to buy cheaper

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

Leveraging size to mutualize costs

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

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

Growth & Performance

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

People Experience & Engagement

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

Culture & Conduct

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

Diversity, Equity & Inclusion

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

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

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

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

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

Four sustainability pillars

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

Managing risks in a responsible way

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

Credit risk

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

Asset risk

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

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

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

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

For more detail, please refer to Sections 4.1.3 and 4.2.1 of chapter 4 and Notes 5.1 and 5.3 of Section 6.1.

Management report

Structure of Ayvens Group

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

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

• supervision and support to the subsidiaries;

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

Simplified organisational chart 

Relationship with Societe Generale and funding

Funding

As at 31 December 2025, Societe Generale accounted for 25% of the Group’s funding, net of deposits with Societe Generale and provided on an arm’s length basis. The remaining 75% of the Group’s funding consisted of secured and unsecured funding, primarily raised from retail deposits collected in the Netherlands and in Germany, debt capital markets, external banks and securitisations.

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

As at 31 December 2025 the net outstanding financial debt (1) with Societe Generale stood at EUR 11,474 million of which deposits amounted to EUR 4,859 million (2024: EUR 12,511 million and EUR 4,931 million respectively). The net debt with Societe Generale included EUR 1,500 million of subordinated Tier 2 debt.

Upon closing of the LeasePlan acquisition, on 22 May 2023, Ayvens issued EUR 750 million of Additional Tier 1 hybrid capital (AT1), fully subscribed by Societe Generale, whose purpose is to ensure the maintenance of an adequate management buffer over all solvency ratios. This AT1 capital is accounted for as equity instrument.

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

Ayvens is included in Societe Generale’s overall liquidity risk management framework and in Societe Generale’s resolution perimeter (with Societe Generale acting as a single point of entry and complying with regulatory liquidity requirements at group level).

Other shared functions

The Group and its local subsidiaries have entered into agreements with Societe Generale for the provision of certain intra-group corporate services. These services are provided by various divisions of Societe Generale and include the central administration departments, as well as financial, legal, audit, risk management and compliance, human resources, etc. For these services, Societe Generale charges Ayvens an arm’s length intra-group corporate services fee, which Ayvens subsequently recharges amongst its subsidiaries benefitting from the services.

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

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

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

2.1Analytical review of 2025 activity

2.1.1Key indicators

The following table presents the Group’s key performance indicators (KPIs) for the financial years ended 31 December 2025, 2024 and 2023.

2.1.2Ayvens activity

2.1.2.1Reshaping of business footprint

Following the comprehensive review of its activities (countries, client segments, distribution channels and products) in 2024, the Group kept its focus on profitability and asset value protection in 2025. The execution of this strategy across the Group, which supported the improvement in margins, led to the restructuring of several perimeters, namely the subscription activity in Germany and the brokered business in the UK as well as to the limitation of growth in Turkey, which operates in a volatile hyperinflationary environment.

In addition, at a time when transition to electric vehicles presents transformative but challenging opportunities, Ayvens has managed the change in a responsible manner by setting up a dedicated EV framework in 2024 which draws on past experiences and strong knowledge of EV technologies built by Ayvens' experts. This set‑up ensures a strict monitoring of market dynamics and lease assets value throughout their life cycle in order to onboard a sound EV asset value.

In this backdrop, total fleet decreased 3.2% year-on-year, reflecting the reshaping of the Group’s business, with full-service leasing contracts representing 2,525 thousand vehicles, down 3.2% year-on-year and fleet management contracts reaching 650 thousand vehicles, a decrease of 3.3% vs. end December 2024.

Earning assets decreased by -1.0% year-on-year from EUR 53.6 billion as at 31 December 2024 to EUR 53.0 billion as at 31 December 2025. However, excluding the perimeter under restructuring, Ayvens’ earning assets increased year-on-year by 1.1%.

BEV penetration reached 32% and PHEV penetration reached 11% of new passenger car registrations over 2025 vs. 27% and 13% respectively in 2024.

2.1.2.2Key Strategic initiatives

Integration of LeasePlan progressing in line with plans

Throughout 2025, the Group executed its integration roadmap with focus and discipline.

Following the approval by work councils on the Group’s restructuring plans in early 2025, Ayvens implemented its target operating model for all corporate functions and IT activities, resulting in a leaner, simpler and more efficient organization of its headquarters’ activities.

At country level, the Group has made significant progress on IT and legal mergers of operating entities in overlapping countries. As at 31 December 2025, seventeen out of the twenty-one overlapping countries have migrated and 90% of the fleet is now managed on a single targeted IT platform in each country. Office relocations also continued throughout the year and circa 90% of the Group subsidiaries now operate from single premises.

These achievements fuelled value creation, resulting in pre-tax synergies totalling EUR 357 million for 2025 (2), up from EUR 121 million in 2024 and in line with guidance for 2025.

Development of the commercial franchise

Throughout 2025, Ayvens strengthened business relationships with leading manufacturers to expand an existing offering of accessible, appealing and high-quality mobility services for its customers.

A pioneer in the partnership approach for full-service leasing, Ayvens now has over 100 agreements in place with 18 car manufacturers with a broad pan European coverage in 31 countries.

Extension of partnership with BYD

In April 2025, Ayvens announced the extension of its partnership with BYD, a world leading manufacturer of new energy vehicles (NEV), to provide full-service leasing services to international and local corporate clients, as well as distribute BYD lease white labelled operational leasing services tailored for SME clients and private individuals in Greece, Hungary, Portugal, Finland, Ireland, Romania, and Sweden. This expansion follows the Memorandum of Understanding (MoU) signed in 2024 by the two companies, which laid the groundwork for collaboration to distribute electric passenger cars and light commercial vehicles for corporate and retail customers in Europe.

This extension with BYD marks a significant milestone for both companies, bringing the number of participating European countries to eleven, following successful partnerships in Belgium, France, Luxembourg, and the Netherlands.

The partnership aims to leverage Ayvens’ market leading expertise in full-service leasing, alongside BYD’s extensive experience in electric vehicle manufacturing. Together, they will deliver mobility solutions that meet the unique needs of each market, with attractive full-service leasing solutions through the BYD dealership network.

Partnership with Omoda & Jaecoo (Chery Group)

In November 2025, Ayvens and Chery Group subsidiary Omoda & Jaecoo, China’s largest automotive exporter, have signed a Memorandum of Understanding (MoU) to strengthen business relationships and offer customers accessible, appealing and high-quality mobility services. Through this agreement, Ayvens provides white-label full-service leasing solutions for SMEs, professional and private individuals, through Omoda & Jaecoo’s dealership network.

These solutions are initially available under two complementary brands Omoda & Jaecoo across seven European countries: Germany, France, Italy, The Netherlands, Belgium, Poland and Luxembourg. Moreover, Ayvens’ international and local corporate clients in Europe benefit from comprehensive car leasing solutions for Omoda & Jaecoo’s affordable and powertrain diversified vehicle line-up. The agreement initially focuses on key models, including electric, hybrid and ICE vehicles.

2.1.3Financial results

2.1.3.1Financial performance

Leasing and Services margins

Total margins amounted to EUR 2,944.0 million in 2025, increasing by +9.1% compared to 2024.

This increase is mainly explained by the improvement in underlying margins (3), which stood at EUR 3,013.5 million vs. EUR 2,811.7 million in 2024, marking a +7.2% increase despite the slight decrease in earning assets over the year. Underlying margins represented 565 bps over average earning assets, up 33 bps vs. 2024. They were positively impacted by the profitability review conducted in 2024 and a ramp-up in revenue synergies from EUR 87 million in 2024 to EUR 231 million in 2025, captured from improved procurement conditions, supply contract renegotiations, better service penetration as well as from the transfer of insured vehicles to more profitable schemes. 

Reported margins were further supported by a reduction in non-recurring items, at EUR -69.5 million compared to EUR -114.5 million in 2024. They mostly consisted in impact of hyperinflation in Turkey, for EUR -88.3 million, vs. EUR -68.7 million in 2024, partially offset by an exceptional revenue from the agreement with the Lincoln Consortium, for EUR 47.4 million. 
 

Used Car Sales (UCS) result and depreciation costs adjustments

In 2025, UCS result and depreciation adjustments (net UCS result) reached EUR 410.9 million, up 29.6% vs. 2024 which stood at EUR 317.1 million. This results from a lower gross UCS result (before depreciation adjustments) which continued to normalize in 2025 and reached EUR 628.1 million vs. EUR 907.9 million in 2024, but was more than offset by a strong reduction in depreciation adjustments down to EUR -217.3 million vs. EUR -590.9 million in 2024. As a reminder, 2024 included EUR -301.6 million of PPA amortisation and EUR -289.3 million of net prospective depreciation compared to EUR -28.1 million and EUR -222.7 million respectively in 2025.

The normalization of the Gross UCS result, which was very gradual over the first nine months of 2025, accelerated in the fourth quarter. In the backdrop of the usual end-of-year seasonality, the overall lower result was mostly driven by a marked decline on ICE cars, combined with an increase of the volume of BEVs sold whose losses were stable.

As part of the biannual fleet revaluation process, the Group updates its residual values by revising estimates of future sales proceeds which may result in positive or negative prospective depreciation adjustments. In 2025, this revision resulted in a prospective depreciation charge for the year of EUR -69.2 million of which EUR -48.0 million was booked in the UK in the third quarter of 2025. While prices, for both new and used cars in the UK, evolved in line with the Group’s price scenario for ICE cars and PHEVs, evolution of prices on BEVs was trending below anticipations.

For 2025, gross UCS result per unit reached EUR 1,075, landing at the high end of the Group’s 2025 guidance ranging between EUR 700 and EUR 1,100 per unit. Net UCS result per unit stood at EUR 703 vs. EUR 508 in 2024.

Total volume of cars sold decreased from 624 thousand units in 2024 to 584 thousand in 2025, reflecting the lower number of new vehicles which were delivered in 2021 and 2022 in the context of supply chain disruptions at the time.

As at 31 December 2025, Ayvens’ stock of prospective depreciation yet to be reversed over the coming years was EUR 82.0 million (of which EUR 87 million to be reversed in 2026) hence having a negative impact on future UCS profits.

Consequently, Ayvens’ Gross operating income (GOI) reached EUR 3,354.9 million in 2025, up 11.3% vs. 2024.

Operating expenses

In 2025, expenses amounted to EUR 1,826 million, a decrease of -3.9% compared to 2024.

2025 cost to achieve (CTA) amounted to EUR 112 million slightly better than 2025 guidance range of EUR 115 million to EUR 125 million. In the fourth quarter of 2025, Ayvens booked a EUR 23 million one-off impairment of IT assets, partially offsetting the EUR 40 million income due to the agreement with Lincoln consortium.

Excluding CTA and the one-off impairment of IT assets, underlying operating expenses amounted to EUR 1,690.5 million, a decrease of -4.9% vs. 2024, reflecting continued strict cost monitoring across the organization and increasing cost synergies of EUR 126 million (2024: EUR 34 million) captured from lower staffing costs,  consolidation of premises and streamlining of IT systems.

For 2025, increased margins and lower underlying operating expenses resulted in an underlying Cost/Income ratio at 56.1%, improving 7.1 percentage points compared to 2024, and 0.9 percentage point better than the low end of the guidance for 2025, ranging between 57% and 59%.

Cost of risk

For 2025, impairment charges on receivables were EUR 112.8 million vs. EUR 128.5 million in 2024. Cost of risk stood at 21 bps of average earning assets, a decrease of 3 basis points vs. 2024.

Net income

Income tax expense increased to EUR 410.0 million, up from EUR 284.2 million in 2024 mainly due to the base effect. The effective tax rate increased slightly to 29.1% from 28.6% in 2024, mostly due to a higher impact of non-deductible expenses linked to the hyperinflation in Turkey.

Non-controlling interests were EUR -3.8 million compared to EUR -26.6 million in 2024. Reduction in non-controlling interests is attributable to the redemption on 29 May 2024 of LeasePlan’s EUR 500 million undated deeply subordinated additional Tier 1 fixed rate resettable callable capital securities issued prior to the acquisition.

Net income (Group share) reached EUR 995.8 million in 2025 vs. EUR 683.6 in 2024 resulting in a Return on Tangible Equity (ROTE) of 12.9% vs. 8.6% in 2024.

Diluted earnings per share stood at EUR 1.11, up 52%, as a result of a strong Net income Group share and also benefiting from the reduction in shares outstanding following the EUR 360 million share buyback executed in December 2025.

Shareholder distribution

At the Annual General Meeting of shareholders which will be held on 13 May 2026, the Board of Directors will propose to distribute a total dividend of EUR 1.01 per share of which

• EUR 0.59 per share relates to the 2025 financial year, compared to EUR 0.37 per share in the prior year. This amount corresponds to Ayvens’ PowerUP 2026 target of a 50% dividend payout ratio. Conditional on this approval, the dividend will be detached on 20 May 2026.
• EUR 0.42 per share of an exceptional interim dividend in addition to the ordinary distribution policy, paid on 18 December 2025.

Earlier this year, as Ayvens’ CET 1 ratio was trending well above its PowerUP 2026 target of 12% thanks to a strong capital generation and reduction in RWA (see Section 2.1.3.3), the Board of Directors decided on 29 October 2025 to distribute excess capital to reduce the Group’s CET 1 ratio closer to its target. For that purpose, the Board of Directors authorised to return capital to Ayvens’ shareholders by way of a share buyback of EUR 360 million, executed in December, and the above-mentioned exceptional interim dividend.

All combined, Ayvens will distribute a total of EUR 1,150 million for the 2025 financial year, reaffirming its commitment to deliver value to shareholders.

2.1.3.2Balance sheet and regulatory capital

Financial structure

Group shareholders’ equity (4) totalled EUR 10.3 billion down EUR 0.1 billion compared to EUR 10.4 billion as at 31 December 2024. Net asset value per share(5) (NAV) was EUR 13.07 compared to EUR 12.70 as at 31 December 2024.

Net tangible asset value (NTAV) after dividend provision stood at EUR 7.0 billion vs. EUR 7.3 billion as at 31 December 2024. NTAV per share after dividend provision was EUR 8.98 as at 31 December 2025, and EUR 8.91 as at 31 December 2024.

Total balance sheet stood at EUR 70.9 billion, down EUR 4.2 billion vs. 31 December 2024. This variation is mainly on the back of the EUR 3.0 billion reduction in cash following the implementation of the Group’s treasury target operating model allowing the Group to use its excess cash reserves deposited at the DNB.

Financial debt excluding savings deposits (6) stood at EUR 36.4 billion at the end of December 2025 (vs. EUR 40.6 billion at 31 December 2024), while deposits (7) reached EUR 14.3 billion (vs. EUR 13.9 billion as at the end of 2024). As at 31 December 2025, the outstanding amount of loans granted to the Group by Societe Generale minus the deposits placed by the Group entities with Societe Generale, was EUR 11.5 billion which represents 25.4% of the total net outstanding financial debt (2024: EUR 12.5 billion and 25.8% respectively). See Section 2.5.4 for further details.

The Group has access to ample short-term liquidity, with cash holdings reaching EUR 2.0 billion as at 31 December 2025 (vs. EUR 4.3 billion as at 31 December 2024). In addition, the Group has an undrawn committed Revolving Credit Facility of EUR 3.5 billion as at the date of this Universal Registration Document.

2.1.3.3Regulatory capital and solvency ratios

The Group is subject to regulatory capital requirements since the closing of the LeasePlan acquisition on 22 May 2023 due to its regulated status of Financial Holding Company, supervised by the European Central Bank.

From 1 January 2025, the Group’s Common Equity Tier 1 capital and prudential capital ratios are calculated in accordance with applicable CRR3/CRD6 rules (CRR2/CRD5 rules applied for prior periods).

Ayvens’ risk-weighted assets (RWA) totalled EUR 53.7 billion as at 31 December 2025 decreasing by EUR 5.2 billion vs. 31 December 2024. This significant decrease is mainly explained by:

• EUR 3.4 billion reduction due to the recalculation of operational RWA under CRR3/CRD6 rules; and
• EUR 1.3 billion reduction of market risk RWA due to the application of a waiver enabling Ayvens to partially exclude foreign exchange positions from the computation of RWA. The waiver was granted given that these positions consist exclusively of equity positions in non-Euro subsidiaries, the volatility of these positions is contained within certain boundaries, and all these positions are long ones due to their nature as equity exposures. The approval of the application of this waiver was validated by the ECB on 21 August 2025.

As at 31 December 2025, Ayvens’ Common Equity Tier 1 ratio reached 13.2% vs. 12.6% in 2024 i.e. 382 basis points above the regulatory requirement of 9.39%.

For further information on regulatory capital and solvency ratios see Section 4.3.2 of the present Universal Registration Document.

2.1.3.4Definitions and alternative performance measures

Framework

The financial information presented in respect of the financial year ended 31 December 2025 was prepared in accordance with IFRS as adopted in the European Union and applicable at that date.

Alternative performance measures

Underlying margins

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

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

Margins in basis points

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

Reconciliation between reported and underlying margins

Underlying operating expenses

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

• Costs to achieve (CTA) integration;
• Rebranding, consultancy transaction and other acquisition costs;
• One-off expenses disclosed by nature.

Underlying cost/income (C/I) ratio

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

Return on Tangible Equity (ROTE)

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

It excludes:

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

It deducts:

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

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

Earnings per share

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

Net Asset Value, Net Tangible Asset Value

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

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

2.1.4Investments

2.1.4.1Historical investments

The Group’s investments in property, plant and equipment and intangible assets (other than acquisitions and investments in the fleet) during the financial years ended 31 December 2024 and 2025 totalled EUR 201.4 million and EUR 205.9 million, respectively. Acquisitions and investments in the fleet mainly relate to the acquisitions mentioned below and investments made by the Group in its fleet.

 In February 2024, Ayvens sold its subsidiary LeasePlan Russia. 

Following the exercise in December 2025 of the call option included in the put and call agreement in relation to the Group’s stake in ALD Morocco and the subsequent exercise by the other shareholders of their pre-emption right, the parties entered into a share purchase agreement pursuant to which the sellers committed to transfer, and the purchasers committed to acquire, their entire shareholding in ALD Morocco, subject to the receipt of the required regulatory approvals in Morocco. The entity has been derecognized from the Group's consolidated financial statements.

In late 2025, Ayvens SA entered into a Sale and Purchase Agreement (SPA) to dispose of its 49% investment in its operating entity in the United Arab Emirates (UAE). Accordingly, the investment has been classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Completion of the transaction is subject to (local) anti-competition clearance and is expected early 2026.

2.1.4.2Ongoing investments

The Group has no ongoing investments.

2.1.4.3Future investments

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

2.2Trend information

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

2.2.1Business trends

Detailed descriptions of the Group’s results for the financial year ended 31 December 2025 and of the principal factors affecting the Group’s operating income are contained in Sections 2.1.2 “Ayvens activity” and 2.1.3 “Financial results” of this Universal Registration Document.

2.2.2Medium-term objectives

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

PowerUp 2026 core targets confirmed

The Company’s medium-term objectives have been set in the context of the final stage of the PowerUp26 strategic plan. Strong 2025 financial results laid a solid foundation for Ayvens to deliver on its commitments as set out in the plan.

For 2026, Ayvens confirms and reiterates the core financial targets:

• Cost to income ratio excluding UCS and non-recurring items at circa 52%;
• Pre-tax gross annual synergies at EUR 440 million;
• CET ratio of circa 12%;
• ROTE in the range of 13-15%;
• Payout ratio to remain 50%, in line with the Group’s distribution policy.

On earning assets, the 6% CAGR over 2023-2026 is not being targeted any longer in the context of a strategic shift towards value versus volumes and strict residual value setting.

2.2.3Outlook for 2026

Ayvens will continue to roll-out its strategic and financial roadmap and will focus on three core priorities in 2026.

Finalize integration and improve efficiency

The Group’s integration execution of IT migrations in the remaining 4 countries will be a priority in order to extract all synergies from the LeasePlan acquisition. Related costs to achieve (CTA) are estimated to be less than EUR 30 million.

Strong focus on customer satisfaction

Ayvens is committed to enhance further its focus on customer experience across all touchpoints by fostering a customer-centric culture, listening to feedback and acting proactively to exceed expectations.

Continue to prioritize profitability and asset risk management

Ayvens will continue to prioritize profitability while preserving the value of its balance sheet by managing asset risk responsibly in an industry that still undergoes the transition to electrification. The Group estimates that its Gross UCS result per unit (before depreciation adjustments) would stand between EUR 200 and EUR 600, depending on market evolution.

2.3Subsequent events

The legal and regulatory risks in the UK relating to the Motor Finance Commissions exposure, as described in Note 5.5 of Chapter 6, have recently evolved. On 30th March 2026, the Financial Conduct Authority (FCA) published the final rules of the compensation scheme for consumers. Ayvens’ preliminary analysis of the final redress scheme is that the related provision for the potential liabilities recorded in 2024 (refer to Note 32, Section 6.2 in Chapter 6) remains sufficient. Ayvens will continue to review the details of the final redress scheme and its estimate as appropriate.

2.4Research and development, and licences

2.4.1Research and development

As a pioneer in mobility solutions, the Group is committed to innovating and offering value-added solutions & product, providing fleet managers and drivers with solutions best suited to their needs. Our Innovation Community & Board enables us to share, prioritise, and accelerate innovation initiatives.

To support its innovation objectives, Ayvens deploys a fleet of connected vehicles, primarily utilizing aftermarket telematic devices (8). With these solutions, Ayvens gains access to vehicle data and is able to provide comprehensive insights to fleet managers and drivers as part of the Group’s fleet management services. This leads to a hands-on delivery of services such as cost avoidance, insurance offering, predictive maintenance, fleet utilization management and managing downtime, keeping our fleet on the road.

Further, Ayvens has initiated tests with OEM telematics to offer connected vehicles through embedded telematics systems, a development that will integrate key data points directly from the vehicle. This is a large focus topic in 2026 and will be further scaled.

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

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

• rights to trademarks and other distinctive signs used by the Group in the ordinary course of business:
  • in October 2023, the Group launched its new global mobility brand “Ayvens” to unify ALD and LeasePlan. Along with Societe Generale, the Group has registered domain names for its website in the countries where it operates and has also ensured the protection of the “Ayvens” trademark across the majority of its operating countries. The Group registers its ownership of various domain names (including Ayvens, Ayvens Automotive, Ayvens Carmarket, MyAyvens, Ayvens websites) centrally, mostly through external services;

Further to the listing of Ayvens shares on Euronext Paris, a trademark assignment agreement and a trademark licence agreement were concluded between Ayvens (ex-ALD) and Societe Generale to regulate Ayvens' (ex-ALD) use of the Ayvens trademarks. The trademark assignment agreement dated 2024 aimed at transferring to Ayvens the ownership of the Ayvens trademarks which do not contain any elements of the Societe Generale brand and were previously owned by Societe Generale, in the countries where they are registered. Indeed, Societe Generale awarded Ayvens a licence to use the Societe Generale logo, under a trademark licence agreement concluded in 2017 and amended in 2023 for a term of 99 years and permitting such trademarks to be sub-licensed. The trademark licence agreement provides for Societe Generale’s right to terminate the agreement in the event of a reduction of its holding in Ayvens (ex-ALD) below 50% as well as in the event of insolvency, winding-up or dissolution of Ayvens. In the case of such termination, the proposed agreement provides for an additional period of 18 months post-termination for the use of the licenced trademarks;

• rights relating to information systems, data protection and software licences that the Group uses in connection with its business:
  • the Group has developed information systems it uses on a daily basis in connection with its business, notably relating to data protection and security. It has developed some policies related to improving the classification and protection of sensitive information and reinforcing its general security guidelines. For more information on the Group’s security policy and related information systems, see Section 4.1.4.1 “IT Risks” of this Universal Registration Document;
  • the Group and its subsidiaries hold licences for the software it uses in conducting its business.

2.5Cash flow

2.5.1Net cash flows related to operating activities

Amounts received for disposal of rental fleet

Amounts received for disposal of the rental fleet decreased to EUR 8,381.5 million during the financial year ended 31 December 2025 compared to EUR 11,529.5 million during the financial year ended 31 December 2024, primarily as a result of lower volumes of vehicles sold and ongoing normalisation of used car prices.

Amounts paid for acquisition of rental fleet

The amounts paid for the acquisition of the leased vehicles were EUR 17,768.7 million during the financial year ended 31 December 2025 compared to EUR 21,729.6 million during the financial year ended 31 December 2024 as a result of lower additions in the context of a reducing funded fleet.

Net interest received

Net interest received has decreased to EUR 1,106.9 million during the financial year ended 31 December 2025, compared to EUR 1,472.3 million during the financial year ended 31 December 2024 primarily as a result of the accrued interest payment upon redemption of the bonds which reduced by EUR 3.2 billion year-on-year.

2.5.2Net cash flows related to investment activities

Loans and receivables from related parties

Cash outflow relating to loans with related parties reduced from EUR -2,265.5 million to an inflow of EUR 43.1 million. As part of the liquidity strategy, the Group places its excess cash on short-term deposits with Societe Generale. Cash outflow related to this activity was EUR 2,245.9 million in 2024 increasing the total receivable with Societe Generale to EUR 4,931.1 million. In 2025, deposits with SG remained stable at EUR 4,859.2 million explaining reduction in the cash outflow year-on-year.

2.5.3Net cash flows related to financing activities

Proceeds from borrowings from financial institutions

Proceeds from borrowings from financial institutions decreased to EUR 13,817.2 million during the financial year ended 31 December 2025 compared to EUR 22,699.8 million during the financial year ended 31 December 2024. The decrease is due to the lower funding needs in the context of a reducing fleet and replacing some of the wholesale funding with retail deposits.

Repayments of borrowings from financial institutions

Repayments of borrowings reached EUR 13,732.2 million during the financial year ended 31 December 2025 compared to EUR 21,946.9 million during the financial year ended 31 December 2024 due to lower amount of loans taken out to fund the fleet in the previous year.

Proceeds from issued bonds

Proceeds from bond and securitization issues decreased from EUR 4,087.0 million during the financial year ended 31 December 2024 to EUR 2,653.9 million during the financial year ended 31 December 2025, as a result of Ayvens’ completing its funding programme in 2024 and due to the lower funding needs in the context of a reducing fleet.

Repayment of issued bonds

Repayment of issued bonds and securitizations increased from EUR 3,612.4 million during the financial year ended 31 December 2024 to EUR 6,484.8 million during the financial year ended 31 December 2025, as a result of the higher amount maturing.

Proceeds from deposits

Proceeds from deposits remained stable in 2025 at EUR 12,426.8 million vs. 12,142.8 million in 2024.

Repayment of deposits

Repayment of deposits increased from EUR 10,104.7 during the financial year ended 31 December 2024 to EUR 12,007.7 million during 2025, as a result of the higher amount of the retail deposits maturing in 2025.

2.5.4Net outstanding financial debt

2.6Share capital and shareholder structure

2.6.1History of the Company’s share capital over the past three years

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

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

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

Ayvens received an approval from the European Central Bank and the Board of Directors, held on 29 October 2025, for the implementation of a share buyback program for a maximum amount of EUR 360 million. 33,180,918 Ayvens’ ordinary shares, representing 4.1% of its share capital, were purchased for a total amount of EUR 360 million. On 15 December 2025, the Board of Directors by written consultation, upon authorization of the combined General Shareholders’ Meeting of 19 May 2025, decided to reduce Ayvens share capital by cancellation of 33,098,337 treasury shares as of 16 December 2025. Remaining 82,581 treasury shares were acquired for the settlement of long-term incentive plans for Ayvens employees.

The share capital of Ayvens now amounts to EUR 1,175,793,136.50 divided into 783,862,091 ordinary shares with a nominal value of EUR 1.50 each.

2.6.2Shares held by or on behalf of the Company

As at 31 March 2026, the Company held 355,675 treasury shares, of which: i) 137,436 shares held under the liquidity agreement entered into between the Company and Exane BNP Paribas on 14 January 2021 and ii) 218,239 shares held to cover the long-term free shares incentive plan. No shares of the Company are held by any of its subsidiaries or by any third party on its behalf.

The Combined Shareholders’ Meeting held on 19 May 2025, in its 16th resolution, authorised the Board of Directors, for a period of 18 months from the date of this Shareholders’ Meeting, with the ability to subdelegate as provided by law, in accordance with Articles L. 22-10-62 et seq. of the French Commercial Code (Code de commerce), the General Regulation of the French Financial Markets Authority and Regulation (EU) No. 596/2014 of the Parliament and of the Council of 16 April 2014, to purchase shares of the Company in order to carry out the following transactions:

• cancel shares as part of a capital reduction carried out in accordance with the authorisation given for that purpose by the Combined Shareholders’ Meeting held on 19 May 2025;
• allocate, cover and honour any free shares allocation plans employee savings plans or any type of allocation to the benefit of employees or corporate officers of the Company or affiliated companies under the terms and conditions stipulated or permitted by French or foreign law, particularly in the context of participation in the results of the expansion of the Company, the granting of free shares, any employee shareholding plans as well as completing any related transactions to cover the aforementioned employee shareholding plans;
• provide shares upon the exercise of rights attached to securities giving access to the share capital of the Company;
• market-making activities under a liquidity contract signed with an investment services provider, in compliance with the market practices permitted by the AMF;
• hold and subsequently deliver as payment or in exchange shares in connection with the Group’s external growth transactions;
• implement any market practice that may become recognised by law or by the AMF.

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

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

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

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

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

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

Under its liquidity agreement, Ayvens acquired 1,524,690 shares for a value of EUR 13,286,720 in 2025 and sold 1,568,539 shares for a value of EUR 13,769,457 over the full year 2025. At 31 December 2025, EUR 119,835 shares were held in the liquidity agreement.

As part of its long-term free shares incentive plan, Ayvens conducted a purchase of 134,960 of own shares between 1 January and 31 December 2025. EUR 1,371,146 was allocated to fund such transactions. As at 31 December 2025, Ayvens held 567,562 treasury shares.

During 2025, 407,132 shares were definitively acquired (vested) by the beneficiaries of the free share plan and are therefore no longer held by Ayvens.

2.6.3Transactions of managers or members of the Board of Directors

See Section 7.2.4 of this Universal Registration Document.

2.6.4Dividend distribution

2.6.4.1Dividends distributed for the three previous years

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

2.6.4.2Exceptional interim dividend distributed in 2025

Earlier this year, as Ayvens’ CET 1 ratio was trending well above its target of 12%, the Board of Directors decided on 29 October 2025 to distribute excess capital to reduce the Group’s CET 1 ratio closer to its target. For that purpose, the Board of Directors authorised to return capital of EUR 700 million to Ayvens’ shareholders by way of a share buyback of EUR 360 million, executed in December, and the distribution of an exceptional interim dividend of EUR 0.42 per share in addition to the ordinary distribution policy, paid on 18 December 2025.

Total exceptional interim dividend distributed was EUR 328,931,587. The number of treasury shares held under the Ayvens liquidity agreement and the free share plans for Group employees at the time of distribution was 691,647, which resulted in the reintegration of EUR 290,492 as retained earnings.

2.6.5Shareholders

To the best of its knowledge, Ayvens does not have any pledges on a significant part of its capital.

2.6.5.1Shareholders holding more than 5% of the share capital

Also, to the Company’s knowledge, at 31 December 2025, no shareholders held, directly or indirectly, 5% or more of the share capital or voting rights of the Company, other than:

• Societe Generale, which held, directly or indirectly, 429,649,292 shares, representing 54.81% of the capital and 70.81% of the voting rights of the Company;
• Parvus Asset Management Jersey Limited which held, directly or indirectly, 90,667,492 shares, representing 11.57% of the capital and 6.66% of the voting rights of the Company;

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

In accordance with the recommendations of the AFEP-MEDEF Code, at least one-third of the members of the Board of Directors are independent directors (see Section 3.2.5 “Director’ independence” of this Universal Registration Document). Its committees have a high proportion of independent directors (see Section 3.3 of this Universal Registration Document).

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

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

2.6.5.2Crossing of legal and statutory thresholds

Since 1 January 2025, the following declarations of legal and regulatory threshold crossings had been declared to the Company:

2.6.5.3Shareholders’ agreement between Societe Generale, TDR, Lincoln and ATP

Societe Generale, Lincoln S.à.r.l (hereafter “TDR”), Lincoln Financing Holdings Pte. Limited (hereafter “Lincoln”), Arbejdsmarkedets Tillægspension (hereafter “ATP”) entered into a concert shareholders’ agreement upon completion of the LeasePlan acquisition on 22 May 2023 (9).

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

In 2025, TDR, ATP and Lincoln proceeded with the disposal of their shares for a total number of 225,444,047 shares, through several accelerated book-building transactions, in compliance with the provisions of the shareholders’ agreement. Following these transactions, the combined shareholding of TDR, ATP and Lincoln felt below the 16.67% threshold abovementioned therefore terminating the shareholder’s agreement and, correlatively, the concerting action between Societe Generale and certain LeasePlan’s selling shareholders (TDR, ATP and Lincoln) (10).

2.6.6Rights, privileges and restrictions attached to shares
(Articles 8, 11 and 12 of the Bylaws)

Voting rights (Article 8)

Each share carries a right to a share of corporate assets, of profits and of liquidation surplus, in proportion to the fraction of outstanding shares it represents, taking into account, as the case may be, of redeemed or non-redeemed, paid-up or non-paid-up capital, of the nominal value of the shares and of the rights attached to shares of different categories. In addition, each share entitles its holder to vote and to be represented at Shareholders Meetings, in accordance with legal provisions and with the present Articles of Association.

Each share entitles the holder to one vote in the General Meetings.

By way of exception to the foregoing, a double voting right to that conferred on the other shares, in view of the proportion of the capital they represent, is allocated to all fully paid-up shares for which a registered registration in the name of the same shareholder is justified for at least two years.

In addition, in the event of a capital increase through the incorporation of reserves, profits or issue premiums, a double voting right is granted, upon issue, to registered shares allocated free of charge to a shareholder in respect of old shares for which they benefit from this right.

Any share converted to bearer or transferred to ownership shall lose the double voting right. Nevertheless, the transfer as a result of succession, liquidation of estate between spouses and donation inter vivos in favour of a spouse or a relative in the degree of succession, does not cause the loss of the acquired right and does not interrupt the two (2) year period provided for above. The merger of the Company has no effect on the double voting right that can be exercised in the acquiring company, if the acquiring company benefits from it.

Whenever it is necessary to possess several shares in order to exercise a right, shares held in a number below the requisite number do not entitle their owners to any right against the Company, shareholders being responsible in such a case to personally gather the requisite number of shares.

Shareholder identification process (Article 11)

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

Threshold crossings (Article 12)

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

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

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

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

Modification of the rights of shareholders

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

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

Corporate
governance

3.1Governance

The Company is a limited liability company (société anonyme) with a Board of Directors.

In accordance with Article L. 511‑58 of the French Monetary and Financial Code (Code monétaire et financier), the functions of Chairman of the Board of Directors and Chief Executive Officer are dissociated. On 18 July 2025, the Board of Directors appointed Mr. Philippe de ROVIRA as Chief Executive Officer with effect from 1 December 2025 to replace Mr. Tim ALBERTSEN who retired as of 30 November 2025. Mr. Philippe de ROVIRA was assisted until 5 February 2026 by Mr. John SAFFRETT as Deputy Chief Executive Officer who resigned as of such date. The Board of Directors held on 5 February 2026 appointed Mr. Patrick SOMMELET as Deputy Chief Executive Officer (Directeur général délégué) subject to customary regulatory approvals. 

The composition of the Board of Directors is presented in the Section 3.2 of the present Chapter. A summary of main provisions of Internal Regulations of the Board of Directors, which define the Board of Directors’ powers, is provided in Section 3.2.11. 

The Board of Directors’ works are presented in Section 3.2.9. The composition of General Management and of the Executive Committee is presented in the relevant sections of this report (see Section 3.4). The Committees of the Board of Directors are presented in Section 3.3.

 Governance serving strategy

3.2Board of Directors

3.2.1Composition of the Board of Directors 

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

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

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

Date of birth: 11 November 1962 First appointment: 24 May 2023 Term of the mandate: 2027 Holds: 0 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Pierre PALMIERI	Expertises
	Director, Chairperson of the Board of Directors, Deputy CEO Of Societe Generale
	Pierre PALMIERI (French citizen) has been Deputy Chief Executive Officer and member of the Executive Management and Executive Committee of Societe Generale Group since May 2023. He has more than 30 years of experience in several corporate and investment banking businesses in France and abroad. Pierre PALMIERI joined Societe Generale in 1987, more specifically the Export Financing department of Societe Generale Corporate & Investment Banking, before heading the financial engineering team in 1989. He joined the Agence Internationale team in 1994, where he created the Global Commodities Financing business line, before being appointed Head of Structured Commodities Financing in 2001. In 2006, he created the Natural Resources and Energy business line, where he became Co-Global Head. In 2008, he was appointed Deputy Head of Financing Activities (Global Finance), then Head from 2012 to 2019. From 2019 until May 2023, he was Head of all Global Banking & Advisory activities. Pierre PALMIERI is a graduate of the Ecole supérieure de commerce de Tours.
	Other offices held currently: French and foreign listed companies: Societe Generale (France), Deputy CEO since 05/23
	Other offices and positions held in other companies in the last five years: French and foreign unlisted companies: Reed Management SAS – Director from 2024 to 2025 SG Marocaine De Banques * – Director from 2022 to 2023

Date of birth: 8 June 1973 First appointment: 18 July 2025 with effect as of 1 December 2025 Term of the mandate: 2027 Holds: 18,600 Ayvens shares Professional address: Tour Granite –  17, cours Valmy –  CS 50318 -92800 Puteaux	Philippe de ROVIRA	Expertises
	Chief Executive Officer Philippe de ROVIRA is Chief Executive Officer of the Ayvens Group He has over 28 years of experience in the automotive sector
	Philippe de ROVIRA (French citizen) has been Chief Executive Officer of Ayvens Group since 1 December 2025. Before being appointed CEO of Ayvens, he held in 2025 the position of Stellantis Chief Operating Officer for Asia and Middle East/Africa, in addition to being responsible for Financial Services and Free2move. In 2021, he became Stellantis Chief Affiliates Officer and member of the Global Executive Committee in charge of Financial Services, Parts & Services, Remarketing of Used Cars, Circular Economy and Owned Retail. From 2018 to 2021, he was PSA Group Chief Financial Officer and a member of the Global Executive Committee, and in charge of Used Cars business unit.  Philippe de ROVIRA is a graduate of ESSEC Business School.
	Other offices held currently: Ayvens – CEO Ayvens Bank – Chairman of the Supervisory Board

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

Date of birth: 27 April 1964 First appointment: 16 June 2017 Term of the mandate: 2029 Holds: 8,540 Ayvens shares Professional address: Place Costes – Bellonte 92270 Bois-Colombes	Xavier DURAND	Expertises
	Independent Director, Chairperson of the Risk Committee, member of the Audit Committee Chief Executive Officer of the Coface Insurance Group
	Xavier DURAND (French citizen) is the CEO of the Coface Group since February 2016. Previously, Xavier DURAND had an international career within the financial activities of the General Electric Company where, prior to being Head of Strategy & Growth for GE Capital International based in London (2013-2015), he was the Chief Executive Officer of GE Capital Asia Pacific (2011-2013) based in Tokyo, Chief Executive Officer of the Europe and Russia banking activities of GE Capital (2005-2011), Chairperson and Chief Executive Officer of GE Money France (2000-2005) and Head of Strategy and New Partnerships of GE Capital Auto Financial Services based in Chicago (1996-2000). Earlier, Xavier DURAND was Chief Operating Officer of Banque Sovac Immobilier in France from 1994 to 1996. Engineer of Ponts et Chaussées corps, Xavier DURAND graduated from the Ecole Polytechnique and the Ecole des Ponts ParisTech. He started his career in 1987 in consulting (Gemini Group), strategy and project management (GMF, 1991-1993).
	Other offices held currently: French listed company: Coface SA – Chief Executive Officer since 2016 Within Coface – French and foreign unlisted company: Compagnie française d’assurance pour le commerce extérieur (Coface) – Chairperson of the Board of Directors – Managing Director – Director Coface North America Holding Company – Chairperson of the Board of Directors and Director

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

Date of birth: 12 September 1965 First appointment: 16 June 2017 Term of the mandate: 2028 Holds: 1,400 Ayvens shares Professional address: 100, rue de Courcelles 75017 Paris	Christophe PÉRILLAT	Expertises
	Independent Director, Chairperson of the Nomination Committee and member of the Compensation Committee Chief Executive Officer of Valeo
	Christophe PÉRILLAT (French citizen) joined the Valeo Group in 2000 and held a number of management positions in Group entities of increasing size before becoming Chief Operating Officer in 2011, Associate Chief Executive Officer in 2020, Deputy Chief Executive Officer in 2021 and Chief Executive Officer in January 2022. Prior to joining Valeo, Christophe PÉRILLAT worked in the aerospace industry at the equipment manufacturer Labinal, where he held roles in supply chain management, as well as plant, project and subsidiary management positions in France and the United States. Christophe PÉRILLAT is a graduate of Ecole polytechnique and Ecole des mines de Paris. He also holds an EMBA from the French business school HEC.
	Other offices held currently: French listed company: Valeo – Chief Executive Officer (since January 2022) Unlisted French company: None Unlisted foreign companies: Valeo Service Espana SAU – Spain – Director
	Other offices and positions held in other companies in the last five years: Valeo SpA – Italy – Chairman of the Board of Directors (until 13 December 2024) Valeo North America, Inc. – USA – Chairperson and Director (until 12 January 2024) Valeo (UK) Limited – United Kingdom – Chairperson and Director (until 5 December 2024)

Date of birth: 25 June 1967 First appointment: 29 October 2025 (co-optation) Term of the mandate: 2029 Holds: 0 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Cécile BARTENIEFF	Expertises
	Director, member of the Risk Committee, Head of Mobility and International Retail Banking & Financial Services at Societe Generale, Member of Societe Generale Executive Committee
	Cécile BARTENIEFF (French citizen) is Head of Mobility and International Retail Banking & Financial Services, effective 1 September 2025. She has more than 25 years of experience within the Societe Generale Group and has held the position of Chief Executive Officer of Societe Generale Asia-Pacific since 2022. Cécile BARTENIEFF began her career in 1990 in consulting at Accenture, then moved into banking at BRED Banque Populaire. She joined Societe Generale’s Corporate and Investment Banking division in 2000. She held various managerial roles in the Finance and Operations departments before being appointed Head of Operations in 2014 and, subsequently, Chief Operating Officer of Global Banking and Investor Solutions in 2017. Since 2022, she has been Chief Executive Officer of Societe Generale Asia-Pacific. Cécile BARTENIEFF is a graduate of ESSEC.
	Other offices held currently: Boursorama* – Director Foreign listed companies: BRD * – Chairwoman of the Board of Directors KOMERCNI BANKA * – Chairwoman of the Supervisory Board of Directors and Director since September 2025
	Other offices and positions held in other companies in the last five years: Sanford C. Bernstein (Hong Kong) Limited ASIA* – Director Societe Generale Luxembourg SG LUXEMBOURG* – Director
*  Societe Generale Group.

Date of birth: 13 August 1974 First appointment: 19 May 2021 Term of the mandate: 2029 Holds: 0 Ayvens shares Professional address: 44, rue Traversiere 92100 Boulogne-Billancourt	Benoît GRISONI	Expertises
	Director, Chief Executive Officer of Boursorama
	Benoît GRISONI (French citizen) is a member of the Board of Directors of Ayvens since May 2021. He is also Chief Executive Officer of BoursoBank (ex-Boursorama) since 2018, after having served as Deputy Chief Executive Officer from 2016 to 2017. Previously, Benoît GRISONI held several management positions and was a member of the Executive Committees of BoursoBank as Director of BoursBank from 2010 to 2015, Deputy Director of BoursoBank from 2006 to 2009 and Director of Boursorama Invest from 2002 to 2005. Before joining BoursoBank, Benoît GRISONI began his career at Fimatex where he was Director of Customer Services and Marketing from 1999 to 2001, after joining the Company as a Client Manager in 1998. Benoît GRISONI obtained a diploma in accounting and financial studies as well as a specialisation diploma in capital markets at ICS Begue in 1997 before continuing his training at the Ecole Supérieure Libre des Sciences Commerciales Appliquées in 1998 as part of a postgraduate course in Trading-Finance and International Trading.
	Other offices held currently: French listed companies: BoursoBank * – Managing Director BoursoBank * – Director Unlisted French company: Sogecap * – Director
	Other offices and positions held in other companies in the last five years: Unlisted French company: Peers – Member of the Supervisory Board
*  Societe Generale Group.

Date of birth: 27 May 1974 First appointment: 21 March 2025 (co-optation) Term of the mandate: 2027 Holds: 0 Ayvens shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Clara LEVY-BAROUCH	Expertises
	Director, member of the Risk Committee and of the Audit Committee  Deputy Chief Financial Officer of Societe Generale
	Clara LEVY-BAROUCH (French citizen) has been Deputy Chief Financial Officer of Societe Generale since 2022. She was previously Chief Financial Officer of Crédit du Nord (2013-2018) and then of the Retail Banking in France (2018-2022). She has been with the Groupe Societe Generale since 2008. Before joining Societe Generale, she worked for 10 years in Arthur Andersen/Ernst & Young being involved in the audit of Societe Generale. She is graduate of ESC Reims School.
	Other offices and positions held in other companies in the last five years: Societe Generale SFH* - Chairwoman of the Board 2021-2022 Societe Generale SCF* - Chairwoman of the Board 2019-2022 Societe Marseillaise de crédit - Director 2019-2022 Societe Generale marocaine de banque - Director 2021-2022
*  Societe Generale Group.

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