Ayvens at a glance

1.1History and development

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

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

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

In 2009, the Group entered into a global strategic co-operation alliance with Wheels, a specialist and leader in vehicle Fleet Management for large corporate customers in North America. In 2012, the Group entered into a similar alliance with Fleet Partners, which extended its coverage in the Asia Pacific region. In 2014, another strategic alliance was signed with ABSA (South Africa-based company Absa Vehicle Management Solutions), which extended its coverage to South Africa. In 2016, the Group expanded its strategic partnerships in the Latam region: in Argentina with Autocorp and Central America with Arrend. In 2020, new partnerships were added in Asia, notably with Mitsubishi Auto Leasing Corporation in Japan, with Mitsubishi HC Capital Inc. in Malaysia, and with Shouqi in China. In 2023, the partnership with Fleet Partners in Australia and New Zealand was terminated and replaced by a partnership with SG Fleet. These alliances helped to expand the Group’s global presence which included, either directly or through such alliances, 58 countries as at the date of this Universal Registration Document.

In addition to its regional partners, the Group has forged partnerships with more than 200 car manufacturers, banks and insurers, energy suppliers and mobility platforms. Aside from its direct distribution, the Group uses indirect distribution channels to offer its Full Service Leasing and Fleet Management.

In 2017, Societe Generale sold a total of 20.18% of ALD’s issued share capital via an initial public offering (IPO) announced on 5 June 2017. The objective of the IPO was to enable the ALD Group to gain visibility and reputation in the mobility ecosystem as well as to access new means of financing and to increase its capacity to accelerate its development and seize new growth opportunities in both the corporate and B2C markets. ALD’s shares commenced trading on the regulated market of Euronext Paris on 16 June 2017. The initial public offering implied a total valuation of the Company’s shares of EUR 5.78 billion. 

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

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

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

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

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

1.2Detailed profile

1.2.1Business model

Ayvens(2) is a full service leasing(3) (“Full Service Leasing”) and fleet management(4) (“Fleet Management”) Group with a managed fleet of 3.420 million vehicles as at 31 December 2023. It operates directly in 42 countries and through commercial alliances indirectly in 16 countries as at the date of this Universal Registration Document. The Group is active on the whole Full Service Leasing value chain and focuses on providing solutions encompassing a broad range of services that can also be provided on a standalone basis.

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

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

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

Lastly, the Group generates income from the remarketing of its used vehicles at the termination of a lease contract, referred to as the Used Car Sales result. The Group markets and sells used vehicles at the end of their lease through various channels: dealers, directly to the users of the vehicles or sales to individual customers via auctions, respectively through its auction platforms (Ayvens Carmarket) and online vehicle sales to retail customers (under the Ayvens brand) or more than 60 showrooms in 28 countries. Ayvens Carmarket is the main channel used to market and resell its used vehicles. Via this website, the Group can also remarket, on behalf of its customers and partners, used cars which it does not own, earning a fee from the proceeds of the sale.

The following table sets out the distribution of the Group’s three principal sources of consolidated Gross operating income (“Gross operating income”) for the financial years ended 31 December 2023, 2022 and 2021:

1.2.2Market and product offering

Fleet growth over the years

The Ayvens offering meets all customer needs

1.2.2.1Offers

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

Full Service Leasing

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

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

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

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

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

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

Fleet Management

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

1.2.2.2Growth trends and drivers

1.2.2.2.1New mobility paradigms

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

These megatrends are expected to shape the future of the mobility sector for the coming 5 to 7 years:

• usership: the mobility sector has seen a strong push away from ownership of assets, including cars, with usership becoming the norm for both corporates and private individuals;
• digital: technology and digitalization have enabled the introduction of new products and services, leading to increased expectations from customers for on-demand mobility solutions;
• flexible and shared mobility: demand for flexible products and services is also driving significant changes in customer demand and behaviour;
• electrification: growing environmental awareness and changes in customer behaviour have led to a sizeable increase in demand for more sustainable mobility solutions. Electric vehicles (“EV”) (7) are expected to continue to replace thermal cars over the coming years, with electric registrations growing at an estimated 30% per year over the 2021-2025 period (8). The trend is anticipated to continue over the long term, as evidenced by the recent vote by the European Parliament on 8 June 2022 (amending Regulation (EU) 2019/631) to ban the sale of new internal combustion engines in the European Union from 2035.

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

1.2.2.2.2Market growth perspectives

New customer segments

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

• Corporates. Historically, this has been the largest segment for fleet leasing companies, as large corporates looked to outsource non-core activities. This segment has experienced renewed growth potential stemming from the strong corporate demand for EV. Overall, average growth of European new car registrations of approximately 5.7% per annum is expected in this segment over the 2021-2030 period, from 1.4 million in 2021 to 2.3 million in 2030 (9).
• SMEs. An increasing number of SMEs have resorted to fleet leasing in recent years and this segment – addressed mainly through partnerships – has not yet reached its full potential and is expected to continue to grow in the future. Overall, average growth of European new car registrations of approximately 6.5% per annum is expected in this segment over the 2021-2030 period, from 1.7 million in 2021 to 3.0 million in 2030 (10).
• Individuals. Private lease activity has been historically limited as individuals adopted other financing solutions (direct purchases, consumer loans, etc.). Appetite for leasing solutions has been growing recently as individuals turn to usership, with a preference for more expensive cars (notably electric ones') and a large and high-quality services offering. Overall, average growth of European new car registrations is expected to grow by approximately 9.9% per annum in this segment over the 2021-2030 period, from 1.8 million in 2021 to 4.2 million in 2030 (11).

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

• LCVs. Currently, there is limited penetration of fleet service companies in this segment, but this is expected to increase rapidly, particularly with the development of new offers and services such as “last mile delivery”, which is tailored to the fast-growing e-commerce sector. Overall, this is expected to translate into strong growth opportunities in the LCV and electric-LCV segments.
• B2B2E. Data-driven digital solutions are facilitating the ability to serve corporate clients’ employees, which is expected to generate profitable growth in this segment.

Products and services

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

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

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

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

The penetration of these new mobility services is expected to increase rapidly over the coming years, with subscription and flexible lease products expected to grow by an average of approximately 20% per annum between 2021 and 2030 (12) and last-mile delivery growing by approximately 15% per annum over the same period (13).

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

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

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

1.2.3Competitive environment

1.2.3.1Competitive landscape

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

Among all global operators, Ayvens has the largest geographical coverage, managing c. 3.4 million vehicles across 42 countries as at the date of this Universal Registration Document. The Group has built a global network, successfully rolling out its business model in new customer segments, leveraging its international customer base and its strong commercial partnership culture to penetrate new customer segments. It should be noted that players that are only present in North America, where leases are mainly finance leases, generally lack the expertise to underwrite business in geographies where business is primarily composed of full service leases, notably Europe.

1.2.3.2Competitors

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

The principal international multi-brand leasing companies operating in the same geographic regions as the Ayvens Group are Arval (1.7 million(14) vehicles financed), Alphabet (0.7 million(15) vehicles managed) and Athlon/Daimler Fleet Management (0.4 million(16) vehicles managed). In some of the Group’s markets, it also competes with strong local players offering full service leases. 

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

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

(i)Bank affiliates

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

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

(ii)Car manufacturers’ captives

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

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

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

(iii)Independent operators

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

(iv)Regional players

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

1.2.4Product distribution

The Group has two product offerings: Full Service Leasing and Fleet Management. The following table gives the breakdown of the managed fleet (in thousands of vehicles) by product offering for the financial years ended 31 December 2023, 2022 and 2021:

Full Service Leasing

Full Service Leasing contracts represented 79% of the Group’s fleet as at 31 December 2023. 98% of the Group’s Full Service Leasing contracts were operating leases as at the same date. The Group’s full service leases are typically for a duration of 36 to 48 months.

Fleet Management

Fleet Management represented 21% of the Group’s fleet at 31 December 2023. Through its range of services and specially negotiated rates, the Group provides solutions to customers to identify and control their costs by streamlining and simplifying the Fleet Management process. The Group offers two Fleet Management solutions: (1) a flat rate plan for the services provided and (2) a plan where the Group handles vehicle invoice processing for the customer.

1.2.4.1Customers

The Group has over 400,000 corporate clients and a diversified customer base. The concentration of the Group’s top 10 customers (17) remained limited at 5.1% as at 31 December 2023 compared to 5.6% as at 31 December 2022.

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

1.2.4.2Distribution channels

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

Direct sales

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

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

Partnership

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

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

SMEs

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

B2C – Private lease

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

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

The Group managed 268 thousand vehicles as at 31 December 2023 for private individuals, either through partnerships or directly. The Group is able to manage the entire life cycle of leases to private individuals through digital channels. The Group’s flexible offers are particularly adapted to these customers’ needs, as its different offerings allow for a-la-carte services and contract modifications in terms of duration, mileage and other options.

1.2.5Regions

The Group’s wide geographical coverage makes it the largest player in the Full Service Leasing and Fleet Management industry in Europe and the world, allowing it to generate economies of scale reinforcing the Group’s competitive position. As at the date of this Universal Registration Document, following the sale of LeasePlan Russia in February 2024, the Group had a direct presence in 42 countries spread over five continents, enhanced by strategic alliances in 16 countries. 

The following table shows a breakdown of product offerings by number of vehicles and geographic region for the financial year ended 31 December 2023:

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

1.2.6Global alliances

In addition to its direct presence in 42 countries as at the date of this Universal Registration Document, the Group provides its customers with access to 16 countries through alliances, including with Wheels in the US, Puerto Rico and Canada, SG Fleet in Australia and New Zealand, ABSA in South Africa, Arrend Leasing in Guatemala, Nicaragua, Honduras, Salvador, Costa Rica and Panama, AutoCorp in Argentina and Uruguay, Mitsubishi Auto Leasing Corporation in Japan and Shouqi in China, following the sale of the former subsidiary in China. These alliances allow the Group and its partners to jointly develop international cross-border business opportunities to provide Full Service Leasing, Fleet Management and other related services to customers in multiple countries. They also provide global account management, consolidated global reporting and dedicated consulting support. This enables the Group to provide harmonised fleet and reporting services that meet the needs of its international customers.

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

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

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

1.2.7Other service providers

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

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

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

1.2.8Innovation

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

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

The Group is positioning itself to be at the centre of the development of new mobility solutions by favouring flexibility in its product offering in order to meet all the mobility requirements of customers.

1.2.8.1Digital solutions

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

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

MyAyvens – A unique global platform throughout the lease

The Group has developed online tools to meet the needs of its customers throughout the term of the lease. The current digital portals of ALD (MyALD) and LeasePlan (MyFleet) are currently deployed in more than 40 countries and will be integrated into one single platform under MyAyvens, for progressive implementation across the Group. This new portal will provide one central point of connection to drivers and fleet managers for accessing fleet data and contract information, reporting tools, car configurator, web quoter and various self-serve online services.

Connected cars

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

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

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

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

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

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

Ayvens Carmarket is the Group's used vehicle distribution channel. Recently rebranded and inherited from the ALDCarmarket.com platform, it consists of a single online remarketing platform (Carmarket.Ayvens.com) enabling professional dealers or traders to acquire vehicles from Ayvens’ Full Service Leasing activity, as well as to subscribe to services facilitating these transactions. This digital solution tool allows the Group to leverage its multi-channel  capability with its other remarketing platforms dedicated to retail to seize any business opportunity in the countries where it operates.

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

Vehicle channelling and the decision-making process have been also strengthened and improved thanks to the implementation of a predictive pricing tool based on an IA algorithm. This tool has been deployed in Spain, Belgium, the Netherlands, France and Luxembourg since 2021. Three types of sales events are offered on the AyvensCarmarket.com platform for professional dealers:

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

This remarketing platform is an international e-commerce portal for international and local traders as well as local dealers. It provides a unique, global stock of selected high-quality vehicles which were previously leased.

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

In addition to this remarketing platform, the Group can rely on some retail platforms targeting private individuals (Shop.AyvensCarmarket.com, usedcars.leaseplan.com). These platforms allow individuals to buy quality vehicles online, selected by the Group and available in the physical showroom network of Ayvens. Depending on the countries, the platform offers two types of solution:

• the 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 reservation and online payment of the deposit, depending on the country).

When the vehicle is purchased online, it can be delivered to the customer, who has a right of cancellation up to 14 days. This platform is an integral part of “Clicks n’Bricks”, a project aimed at providing the Group with a system combining a digital purchasing process with physical showrooms, in order to offer the most complete and tailored experience to private customers. The Clicks n’Bricks offering is currently available in 24 countries.

1.2.8.2Innovative products

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

Sustainable solutions

The Group seeks to position itself as leader in eco-friendly fleet and mobility solutions and offers hybrid and EV worldwide.

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

ALD Electric – The purpose of this offer, available in 34 countries in 2023, is to cover all the needs of the driver and fleet manager in terms of EV. It includes the installation of recharging terminals, at home and/or in the office, the provision of recharging cards giving access to a large network of public recharging terminals, consulting services designed to support customers in the transition to electric fleets, and dedicated reporting tools for fleet managers. This extensive offer can be combined with the ALD Switch option, described below.

Used car lease - With this offer, Ayvens adresses a wider range of client segments while lengthening the use of assets and promoting circularity in vehicle operations. Multi-cycle lease is particularly suited to EV. As at 31 December 2023, 72,000 vehicles were leased under the Group's multi-cycle offer.

ALD Switch – ALD Switch provides the ability to tailor vehicle requirements according to need (e.g. switching to a different car when going on holiday). The ALD Switch offering, already available in 8 countries, is comprised of the permanent use of an EV and access to a combustion engine/hybrid vehicle when the customer needs such a vehicle (for up to 60 days per year).

ALD Move – The Group's commitment to innovative and sustainable mobility and its commitment to shape the future of the industry is further evidenced by the availability of the ALD Move offer in the Netherlands, France and Belgium. This product’s potential customer base is much larger than that of traditional car leasing, as it targets all the corporate clients’ employees, including those not eligible for company cars. By providing users with a high number of flexible and adapted travel options, ALD Move leverages multimodality, thereby contributing to the reduction of the carbon footprint, within a dedicated budget. 

In particular, ALD Move provides corporates with:

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

Employees benefit from:

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

In addition, Ayvens has developed a consulting offering to promote sustainable mobility solutions and support the transformation of its customers’ mobility profile:

TCO calculator in Green Scorecard – The platform promotes electrification by computing a vehicle’s Total Cost of Ownership and CO2 emissions and by benchmarking it with more sustainable alternatives. Green Scorecard is now live in France, Italy, the UK and the Netherlands and will be rolled out in 5 other countries in 2024.

Net Zero Programme – This tool supports customers in reaching their CO2 reduction targets by building their CO2 baseline for mobility and modelling projections based on the client’s CO2 reduction targets, calculation methodology, the integration of green cars, the renewal cycle of contracts, and the maturity of countries towards electrification. This tool was fully digitalized in the Green Scorecard in 2023. 

These new solutions are part of the Group’s proactive policy to diversify engine types and promote sustainable solutions. They have proved effective. In 2023, EV (18) accounted for 35% of Ayvens' new passenger vehicle registrations in Europe (19).

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

Flexible solutions

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

Ayvens Flex – Flexible leasing offers corporate customers a mobility solution on a medium-term contract, a shorter commitment than for a classic full service leasing product. ‘Ayvens Flex’ will be the main product combining ALD Flex and FlexiPlan (LeasePlan) services in 2024. This offer, particularly suited to B2B customers, makes it possible to benefit from a vehicle immediately and with only a one-month commitment. It provides new or used vehicles, broken down by category, for a fixed monthly fee. Available in 36 countries, this product represented c. 126,000 vehicles as at end December 2023.

Subscription – In 2021, ALD announced the acquisition of Fleetpool, the leading automotive subscription provider in Germany, to leverage its mobility offer for individuals and companies, as well as car manufacturers wishing to diversify their distribution model and service offering. Ayvens addresses these customers through a simple all-inclusive and fully digital subscription product offering short-term vehicle leases. 

Car-sharing – The Group has developed corporate car sharing solutions referred to as “ALD Sharing” through a station-based service model. ALD Sharing allows employees to choose and book a vehicle amongst their firm's fleet of vehicles, from their company’s car sharing website and an app, for professional or private use. ALD Sharing is a cost-saving solution for businesses, as it provides an alternative to costly short-term rentals and taxis, while simultaneously improving their environmental footprint by introducing EV vehicles into the corporate car sharing fleet. It is currently live in 8 countries.

1.3Information technology

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

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

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

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

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

LeasePlan’s Next Generation Digital Architecture (NGDA) programme was launched in 2019 to deliver a harmonized and standardized global digital architecture. The first phase of the program consisted of an initial rollout to three entities with the intention of then rolling out the platform across the rest of the Group. After a strategic review of the programme was conducted following the closing of the LeasePlan acquisition, a decision was made by the Group to stop new developments across the NGDA perimeter. A portion of the technology assets, most notably market-facing with customers and suppliers, will be retained and redeployed across all Ayvens entities. Going forward, Ayvens will leverage the existing back-office systems of ALD, which are modern and fit for purpose. The extension of Ayvens’ industrialized technology integration layer, already well used across the ALD legacy perimeter, will support the integration process and the accelerated deployment of the global digital platform from 2026 and beyond. 

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

1.4Strategy

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

Having established a leadership position through its “Move 2025” strategic plan and the acquisition of LeasePlan, Ayvens intends to lead the sector’s transformation under the “PowerUP 2026” plan: the objectives are to achieve excellence in its operating platform and deliver synergies and superior financial return through the successful integration of LeasePlan. Ayvens’ long-term strategy is to leverage 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 and connected and autonomous cars. Ayvens’ strategic ambition is to become the leading global sustainable mobility player.

1.4.1Megatrends and vision for 2030

Ayvens is uniquely positioned to lead the rapidly changing mobility ecosystem in the context of long-term megatrends:

• electrification is accelerating under the effect of regulatory factors and increased climate risk awareness. The transition from ICE cars to EV (BEV and PHEV) has reached a turning point and EV are becoming more attractive and affordable;
• 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 leasing;
• 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 OEM consolidation and the entrance of new players (EV and non-European players, new mobility and tech players), also creating opportunities for partnerships.

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

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

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

Lead the way to sustainable mobility

Ayvens’ promise is to make it easy for its clients to choose the greenest solution. Ayvens takes strong commitments to preserve the planet, which implies:

Always advising clients for the greenest way

Electrification is seen as the main strategic fleet topic by Ayvens’ corporate clients. The Group is their trusted advisor in this journey, for which it has developed a structured approach including consultancy, TCO & CO2 tools, full bundled electric product, best-in-class in-life management, battery management and remarketing. Ayvens’ objective is to reach 50% EV (of which 40% BEV) in new contracts by 2026.

Making it simple for clients to choose electric

The Group’s electric strategy entails providing an end-to-end solution. Ayvens offers a full bundled electric product, connecting drivers to their charging ecosystem, simplifying access to charging, and improving control by fleet managers.

Going beyond electrification and into Mobility-as-a-Service (MaaS)

As mobility is changing, the Group’s clients and their employees’ expectations are evolving as well. Ayvens helps them move from the traditional car towards a broader spectrum of mobility through its end-to-end multimodal solution. This includes for example redesigning the mobility policy, mobility budgets, selecting relevant multi-modal transport options, facilitating access through a dedicated app, and managing reporting through seamless administrative processes.

Bring the power of choice

The Group’s promise is to be the industry player with the widest range of products, truly multi-channel and multi-brand, which implies:

Offering the widest range of products in the industry

The Group’s legacy products covers Full-Service Leasing and Fleet Management, but Ayvens continuously adds to its product range (e.g. Electric Vehicles, Light Commercial Vehicles, Flexible contracts, Insurance), which is essential to maintaining its unique selling point and profitability.

Being the only truly multi-channel player

The Group covers all existing market segments, from single customers to corporate clients, via their preferred channel ranging from direct, digital, and indirect via partnerships. Ayvens’ strategy is to leverage its core corporate channel for further growth and extend selectively to new SME/consumer segments.

Being a multi-brand alternative to OEM captives

The market for consumers & micro-SMEs (<5 vehicles) is large, fragmented and growing, presenting an opportunity to launch a differentiating offer. Ayvens will address this market in a digital way, both directly and through partners, aiming for profitability over size. Moreover, it is a highly innovative space for testing new business models, like AI-based customer service, home maintenance, connected and reward services.

Simultaneously the Group will focus on improving its margins through steering growth towards profitable segments, countries and customers, while identifying and leveraging best practices.

Serve clients through our 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 and 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 for itself and aims to realize these by continuously capturing customer feedback, collecting, analysing, and utilising customer data to fully understand customer needs and expectations.

Delivering excellent in-life management of vehicles and contracts

The Group aspires to create a robust engine in asset management and leasing, supporting a sustainable mobility eco-system with engaged clients, users, and supplier networks. This engine is fuelled by its scale and 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

With a focus on business process management and reduced cost to serve, the Group’s global, modular back-office systems will support straight through processing, improved automation to drive operational excellence and efficiency.

Leveraging remarketing capacities to foster multi-channel, multi-cycle and flex

Remarketing will be at the core of the Group’s asset management capacities, aiming to remarket 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 optimization and strong community building.

Leverage the power of scale

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

Being a leader, globally and locally

Ayvens has an unmatched geographical footprint covering, as at the date of this Universal Registration Document, 42 countries directly and 16 countries indirectly via partners, which is key to maintaining absolute leadership in the multinational segment. Ayvens roughly distinguishes three geographies:

• mature G8 Europe:  the Group is market leader in these markets, fully covering all channels and segments thanks to strong innovation capacity and an unmatched product range. Beyond that of the corporate segment, additional growth comes mainly from SMEs and consumers;
• rest of Europe: the Group’s larger clients need its presence in these markets and the business model is transitioning from corporates-only to other segments as well;
• Latin America, Asia and others: large blue chip accounts are the core business, but the Group sees high growth opportunities as these markets mature.

Leveraging size to buy more efficiently

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

Leveraging size to mutualize costs

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

Ayvens’ people are key to its success. In order to help them achieve their potential, the Group has defined four key pillars and a critical enabler to ensure its people will make the difference.

Growth and performance

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

People Experience & Engagement

The Group operates in a service business which requires motivated people to assist its customers. As an organization and especially through its leaders and managers, it is Ayvens’ responsibility to create a working environment that makes its people feel at home and excited to perform their best in delivering customer service. The Group takes care of its people so that they will take care of its customers, stakeholders and the environment. It 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, value-driven culture that links one-to-one to its strategy and customer promise. Its jointly developed Culture Manifesto captures the key beliefs and guiding principles that should guide the behaviour of all its employees. These key beliefs are 1) Customers are the reason we exist, 2) Our people make the difference, and 3) Acting responsibly is the key to our growth. The 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. It aims to develop an ethical, inclusive and progressive environment in which people are able to thrive, feel safe and be themselves, irrespective of who they are. The Group is convinced this will also help to develop the best ideas in making sustainable mobility easy and acting responsibly. To periodically measure its success in this area, the Group has defined a KPI on the share of women in top positions.

A critical enabler: HR transformation programme 

To ensure the Group reaches its ambitions, it aims to deliver HR Processes & Services which are highly integrated, standardized and digitized. This will be supported by its HR transformation.

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 placing sustainability at the heart of the purpose and mission

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

Four sustainability pillars 

For all pillars, three KPIs were formulated including ambitious targets. Lastly, 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 its business:

Credit risk 

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

Asset risk

The Group’s main mitigants are: i) the prudent 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; ii) a leading digital remarketing platform and proven capability in multi-cycle leasing; and iii) the existence of an active second-hand market, which ensures a continuing demand for used vehicles.

Next to these core risk types, the Group has operational, structural, insurance and model risks, which it mitigates 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.).

Merging both companies forms an opportunity to create a global leader in the rapidly changing operational vehicle leasing and mobility sector, benefitting from several commercial, operational and supply chain synergies and complementary expertise.

The integration would also help Ayvens to accelerate two of ALD and LeasePlan’s existing key strategic pillars: (a) digitalization, and (b) sustainability:

• In terms of digitalisation, Ayvens is ideally positioned to lead the data-driven digital transformation of the industry, embracing the mobility sector’s global megatrends;
• In terms of sustainability, Ayvens aims to be the leading global provider of sustainable mobility solutions and the partner of choice for clients to support the transition towards EV by establishing new global partnerships around new services for EV.

The main areas of expected synergies are in procurement, facilities, Information Technology (“IT”) and other operational costs. Synergies have been estimated at EUR 440 million (before tax) and are expected to fully materialize by 2026.

ALD and LeasePlan have developed detailed integration plans together, covering the preparations for the reorganization and integration. 16 central functions have been identified, which drive the integration plan. Each of them has prepared a central function integration plan (“CFIP”) focusing on how to move towards one organization and create value. Subsequently, each local operational entity has prepared a country integration plan (“CIP”) reflecting the Ayvens Group's CFIP objectives and aimed at integrating the entities locally.

For more details on integration execution risk, refer to section 4.1.1.1 "Risks related to acquisitions" of this Universal Registration Document.

1.4.3Financial objectives to 2026

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

• Earning assets CAGR of 6% between 2023 and 2026; 
• Progressive ramp-up of synergies: EUR 120 million in pre-tax synergies by 2024, EUR 350 million by 2025, and the full amount of EUR 440 million by 2026; 
• Total cumulated costs to achieve (CTA) of EUR 525 million over 2022-2025. After EUR 128 million accounted for in 2022 and EUR 170 million in 2023, Ayvens expects these costs to reach a peak in 2024 at EUR 190 million, before they go down to EUR 37 million in 2025; 
• Cost/income ratio (excluding Used Car Sales results) of c. 52% in 2026, from 56%(20) in 2022. At this level, Ayvens’ Cost/Income ratio will position as best-in-class, allowing it to decisively widen the gap with competitors and reinforce its financial profile. The deviation from the previous guidance of 47% is explained by higher inflation and LeasePlan IT costs; 
• Return on Tangible Equity in the range of 13%-15% in 2026, at the high end of the financial sector; 
• Target CET1 ratio at c. 12% and Total Capital ratio at c. 16%; 
• Dividend payout ratio at 50%. 

Thanks to LeasePlan, the Group has access to a significant base of deposits, amounting to EUR 11.8 billion as at 31 December 2023, thereby strongly increasing the diversification of its funding sources. Funding from parent Societe Generale, bonds and retail deposits would each account for between 25% and 30% of total funding, while securitization and commercial loans would represent c. 10% each. 

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

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

Management report

Structure of Ayvens Group(1)

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

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

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

Relationship with Societe Generale and funding

Funding 

As at 31 December 2023, Societe Generale accounted for 33% of the Group’s funding on an arm’s length basis. The remaining 67% consisted of secured and unsecured funding raised mainly from debt capital markets, securitisations, local external banks loans and retail deposits collected in the Netherlands and in Germany. The decrease in Societe Generale's contribution to Ayvens' funding compared to 2022 follows the acquisition of LeasePlan, which had a more diversified funding base. Societe Generale also grants guarantees to local external banks which are funding providers to the Group.

The funds provided by Societe Generale are granted via Societe Generale Luxembourg, Societe Generale Paris and some local Societe Generale branches and subsidiaries. Societe Generale Luxembourg and Societe Generale Paris finance ALD 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 at 31 December 2023, the total amount of loans granted to the Group Central Treasury by Societe Generale Luxembourg and Societe Generale Paris was EUR 15,088 million (EUR 12,158 million as at 31 December 2022), including EUR 1,500 million in subordinated Tier 2 debt. The average residual maturity of senior debt was 2.1 years. The Group also benefits from an intra-group funding agreement applicable to entities of Societe Generale. This agreement provides for 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 remaining Societe Generale funding is provided either by local Societe Generale branches or subsidiaries. As at 31 December 2023, the total amount of loans granted to the Group by Societe Generale, including local branches and subsidiaries, was EUR 16,236 million (2022: EUR 13,711 million).

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

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

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

Other shared functions

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

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

The Group has a contract with SG Global 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.

Subsidiaries

Main subsidiaries

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

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

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

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

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

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

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

ALD Re DAC (Ireland), a designated activity company limited by shares, is indirectly wholly owned by the Company. Its primary corporate purpose is to carry out the business of reinsurance, to enter into contracts of retrocession of every kind and to pay or settle claims made against the Company in respect of any contract. It also provides services in the management and administration of reinsurance underwriting activities, insurance- and reinsurance-related consultancy and advisory services and claim processing.

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

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

LeasePlan Corporation NV (the Netherlands) is wholly owned by the Company. Operating in the Netherlands, it holds the international operating companies of the LeasePlan Group, through which it purchases, funds, and manages new vehicles for its customers, providing a complete end-to-end service for medium- and long-term durations. LeasePlan Corporation NV holds a banking licence allowing it to raise deposits under the Dutch deposit guarantee scheme in the Netherlands and Germany.

For more details, see Section 6.2 "Notes to consolidated financial statements", note 40 “Scope of consolidation” in this Universal Registration Document. For more details on recent disposals and acquisitions, see Section 6.3.1 “Changes in the scope of consolidation in the year ended 31 December 2023” in the consolidated financial statements and Section 2.1.4.1 “Historical investments” of this Universal Registration Document.

2.1Analytical review of 2023 activity

2.1.1Key indicators

The following table presents the Group’s key performance indicators (KPIs) for the financial years ended 31 December 2023, 2022 and 2021.

2.1.2Ayvens activity

2.1.2.1Asset growth driven by sharp increase in vehicle value

Commercial activity remained strong in 2023, with earning assets up by 14.2% year-on-year (2) to EUR 52.0 billion as at 31 December 2023. Growth was primarily driven by inflation on car prices and the transition to Electric Vehicles (EV), which have a higher value than Internal Combustion Engine  (ICE) cars.

Continuing the positive trends of the previous quarters, Ayvens’ total fleet stood at 3,420 thousand vehicles as at end December 2023, up by 3.0% (3) compared to end December 2022, reflecting the dynamic demand for mobility services.

Full-service leasing contracts reached 2,709 thousand vehicles as at end December 2023, up 3.2% (4) year-on-year. Thanks to increased registrations of new cars, the order book continued its normalization from the peak observed at the end of 2022.

Fleet Management contracts increased by 2.1% (5) vs. December 2022, to reach 710 thousand vehicles.

EV penetration reached 35% (6) of new passenger car registrations over 2023 (vs. European market at 23% (7) in 2023), of which 38% in Q4 2023 alone. Ayvens’ BEV and PHEV penetration stood at 21% and 13% respectively in 2023.

For further details, see Section 6.2 note 13 “Rental fleet” of this Universal Registration Document.

2.1.2.2Actions to restore profitability

In a structurally high-growth mobility market underpinned by clients’ shifting from ownership to usership, their requirement for full-service leasing solutions, their need for visibility over their costs and their commitment to reducing their carbon footprint, Ayvens is best positioned to provide value, as a multi-brand player offering the best-in-class product range and service quality. Bolstered by the acquisition of LeasePlan, its expertise and scale allow it to lower clients’ total cost of mobility.

In the context of high inflation and interest rates, which negatively impacted its margins, Ayvens’ strengths in a growing market are key to successful implementation of its strategic plan to improve its profitability:

• increased pricing discipline thanks to the timely update of pricing parameters, the activation/inclusion of indexation clauses in new contracts (e.g. inflation) along with the repricing of contract extensions and modifications in the context of higher interest rates;
• capital allocation according to profitability targets, based on a full portfolio review: countries, client segments, distribution channels and products;
• better service penetration and upselling, by expanding value added services to clients: Electric, Light Commercial Vehicles, insurance;
• excellence in operational efficiency, by improving asset utilization (flexible fleet, terminated vehicles) and improved management of the order book.

2.1.2.3Used car market trends

As the leading global industry player, Ayvens supports the transition to more sustainable mobility. Out of a fleet of 2.7 million funded vehicles as at 31 December 2023, 11% were Battery Electric Vehicles (BEV), 9% were Plug-in hybrids (PHEV), while the rest was split between Internal Combustion Engine (ICE) and other powertrains (8). The combination of stricter European regulations, clients’ interest in environmental matters and rising energy costs confirms that the transition to Electric Vehicles (EV) is structural. Ayvens primarily addresses corporate and SME clients, which are highly committed to reaching their ESG targets through long-term leasing contracts (average duration of c. 4 years).

BEV benefits from the powerful combination of lower carbon emissions and competitive Total Cost of Ownership (TCO) in the most advanced countries (9). However, the increase in new car deliveries and improved affordability are expected to have an impact on used car prices.

Meanwhile, the sustained shortage of used ICE and PHEV vehicles, together with drivers’ interest in flexibility until stricter regulations come into force and access to charging infrastructure and technology improve, are factors expected to support a gradual normalization of their used car markets.

Against this backdrop, the current BEV used car sale losses are in line with Ayvens’ fleet valuation assumptions. However, the Company has launched a number of actions to proactively manage its asset risk in a changing environment. Regarding the existing portfolio, prudent historical residual values on ICE are expected to offset future potential deterioration on EV used car prices.

2.1.2.4Key strategic initiatives and operational developments

Appointments to the Executive Committee and Board of Directors

Executive Committee

Ayvens’ General Management team includes Tim ALBERTSEN, Chief Executive Officer (Directeur Général), John SAFFRETT, Deputy Chief Executive Officer (Directeur Général Délégué – DGD) and, since 22 May 2023, Berno KLEINHERENBRINK, previously Chief Commercial Officer and Cluster director of LeasePlan, who was appointed Group Deputy Chief Executive Officer (Directeur Général Adjoint – DGA). As of 1 September 2023, the General Management team was strengthened with the arrival of Patrick SOMMELET as Deputy Chief Executive Officer (DGA) and Group Chief Financial Officer.

Ayvens’ Executive Committee is composed as follows (in addition to the General Management team):

• Michel ALSEMGEEST, Chief Digital and Information Officer;
• Liza HOESBERGEN, Chief Legal and Corporate Affairs Officer;
• Miel HORSTEN, Chief Operating Officer, supervising Service & Operations, Procurement and Insurance;
• Roderick JORNA, Chief People Officer;
• Annie PIN, Chief Commercial Officer;
• Laurent SAUCIÉ, Chief Transformation and Integration Officer;
• Hans van BEECK, Chief Risk and Compliance Officer;
• Gilles BELLEMÈRE, Country Managing director of France & Group Regional director, supervising Algeria and Morocco;
• Guillaume de LÉOBARDY, Chief Remarketing Officer & Group Regional director, supervising Brazil, Chile, Colombia, Mexico and Peru;
• Martin KOESSLER, Group Regional director, supervising Austria, Croatia, Germany, Hungary, Serbia, Slovenia and Switzerland;
• Jeroen KRUISWEG, Group Regional director, supervising Belgium, Denmark, India, Ireland, Finland, Luxembourg, Malaysia, Norway, Sweden and Thailand;
• Philippos ZAGORIANAKOS, Group Regional director, supervising Bulgaria, Czech Republic, Estonia, Greece, Latvia, Lithuania, Poland, Romania, Slovakia, Turkey, Ukraine and United Arab Emirates.

Board of Directors

On 7 February 2023, the Board of Directors of Ayvens appointed Frédéric OUDÉA as director, by cooptation, with immediate effect following the resignation of Karine DESTRE-BOHN.

Upon closing of the acquisition of LeasePlan, Ayvens reinforced its governance by increasing the number of its Board of Directors from 10 to 12 members. The appointment of the following Board members was approved by Ayvens’ Extraordinary Shareholders’ Meeting on 22 May 2023:

• Hacina PY, Chief Sustainability Officer of Societe Generale;
• Mark STEPHENS, Partner at TDR Capital, one of LeasePlan’s former shareholders.

The annual Shareholders' Meeting held on 24 May 2023 validated the appointment of Pierre PALMIERI as Member of the Board, replacing Didier HAUGUEL, who had announced his intention to resign from his mandate, as well as the renewal of the mandates of Patricia LACOSTE, Diony LEBOT, Tim ALBERTSEN and Frédéric OUDÉA.

At the Board Meeting held following the 24 May 2023 Shareholders' Meeting:

• Pierre PALMIERI was elected as Chair of the Board, replacing Diony LEBOT, following changes to Societe Generale’s governance;
• Didier HAUGUEL was assigned a 2-year mandate as Non-Voting Member of the Board (in line with provisions of Article 14 of the Bylaws), with the specific mission of supervising the progress of the integration of LeasePlan, the transition of the Company to regulated status, and the overall effectiveness of the Company’s new governance;
• New internal regulations for the Board of Directors have been adopted, including a new organization with 5 specialized committees (Audit, Risk, Remuneration, Appointment, Strategy).

On 15 December 2023, the Board of Directors of Ayvens appointed Laura MATHER, Chief Operating Officer of Societe Generale, as director, by cooptation, with immediate effect following the resignation of Frédéric OUDÉA.

As a result of these changes, the composition of the Board of Directors of Ayvens is as follows:

• Pierre PALMIERI, Chair of the Board & Chair of the Strategic Committee (COSTRAT);
• Tim ALBERTSEN, Member of the Board and Chief Executive Officer;
• Diony LEBOT, Member of the Board;
• Delphine GARCIN-MEUNIER, Member of the Board;
• Laura MATHER, Member of the Board;
• Benoit GRISONI, Member of the Board;
• Xavier DURAND, Independent member of the Board, Chair of the Risk Committee (CORISK);
• Patricia LACOSTE, Independent member of the Board, Chair of the Remuneration Committee (COREM);
• Anik CHAUMARTIN, Independent member of the Board, Chair of the Audit Committee (CACI);
• Christophe PÉRILLAT, Independent member of the Board, Chair of the Appointments Committee (CONOM);
• Hacina PY, Member of the Board;
• Mark STEPHENS, Member of the Board.

For further details, see Section 3.1 “Composition of administrative and management bodies” and Section 3.4 "Committees of the Board of Directors" of this Universal Registration Document.

Key strategic initiatives

Acquisition of LeasePlan

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 Section 4.1 “Risk Factors”.

On 22 May 2023, ALD completed the acquisition of 100% of LeasePlan, for a total consideration of EUR 4,897 million (10), paid through a combination of cash and ALD shares:

• EUR 1,828 million in cash from (i) a rights issue of EUR 1,212 million (11), and (ii) the issuance of EUR 616 million of subordinated debt fully subscribed by Societe Generale; and
• the issuance for the benefit of the selling shareholders of LeasePlan of (i) 251.2 million newly issued ALD ordinary shares representing 30.75% of ALD’s share capital as at the date of completion of the acquisition, representing an amount of EUR 2,871 million (12), and (ii) 26.3 million warrants (“Warrants”) of ALD so that the selling shareholders’ stake would reach 32.9% in the case of the full exercise of the warrants, assuming that they have not sold the shares received at closing and valued at EUR 128 million, in each case as consideration for a contribution in kind (apport en nature) by the selling shareholders of LeasePlan to ALD of the remaining portion of the LeasePlan shares that are not acquired in cash;
• a contingent consideration of up to EUR 235 million, which the Group estimated at EUR 70 million at the closing of the transaction. The earn-out mechanism will last until 31 December 2024, subject to an additional 6-month period in certain limited circumstances, with potential payments every quarter.

This transformative acquisition represents a step-change which positions the Group as the leading global sustainable mobility player with a total fleet of c. 3.4 million vehicles managed worldwide. For further details, see section 1.4 “Strategy” of this Universal Registration Document.

Following the closing of the acquisition of LeasePlan, which holds a banking licence allowing it to raise deposits under the Dutch deposit guarantee scheme, ALD became a Financial Holding Company, a regulated institution supervised by the European Central Bank and subject to new requirements, including capital requirements.

The integration of LeasePlan progressed according to plan in 2023, paving the way for another key year of transformation in 2024. Plans to generate EUR 120 million in pre-tax synergies in 2024, EUR 350 million in 2025 and annual run-rate synergies of EUR 440 million in 2026, alongside costs to achieve (CTA) of EUR 190 million in 2024 and EUR 37 million in 2025, are confirmed.

Margin and procurement synergies

“Ayvens”, the global mobility brand, was launched immediately after the announcement of the PowerUP 26 strategic plan, uniting ALD and LeasePlan together under a single identity and highlighting the new brand promise. The Company has arranged for a single team to deal with those clients that were previously served by both entities, reflecting its commitment to offering a seamless service and ensuring the highest level of customer satisfaction. Other initiatives, in the field of procurement, insurance, remarketing and IT integration were launched swiftly, allowing EUR 38 million in cash synergies to be secured at the end of 2023, slightly better than expectations (EUR 30 million). These cash synergies will materialize in the income statement from 2024.

In addition to the alignment on pricing components and products, a number of common local and global tenders and negotiations are planned for 2024, e.g. OEM, tyre fitter, roadside assistance and end-of-life inspection.

Cost synergies

2024 is a key milestone for Ayvens, with the start of the merger of local entities, scheduled for the second quarter of the year, followed by the deployment of the new central and local organization structure and the local IT integration, expected to stretch into 2025.

2.1.3Financial results

2.1.3.1Purchase Price Allocation (PPA) impacts 

The allocation of LeasePlan’s purchase price to acquired assets and assumed liabilities as at the date of acquisition closing (22 May 2023) led Ayvens to revise the value of LeasePlan’s net assets (13) upwards by circa EUR 230 million, as a result of the assessment of LeasePlan’s assets and liabilities at fair value (14):

• lease assets: circa EUR +380 million;
• customer relationship: circa EUR +150 million (15);
• software: circa EUR -200 million;
• other assets and liabilities: circa EUR -100 million.
•  

LeasePlan’s Purchase Price Allocation had an EUR -57.2 million impact on Ayvens’ 2023 profit before tax, primarily due to higher rental fleet depreciation as a result of the lease assets’ upward valuation, with the impact partially offset by lower software amortization and the recognition of LeasePlan’s actual Used Car Sales results. Beyond 2023, Ayvens expect a limited impact on the income statement, if actual sales prices are in line with its PPA assumptions.

Subject to any final Purchase Price Allocation and/or acquisition price adjustment within one year from closing (16), the goodwill recognized on the acquisition was reduced by circa EUR 230 million (17) to circa EUR 1,390 million. This had a positive impact on the CET1 capital of circa EUR 220 million, in line with previous indications.

For further details, see section 6.2 note 2.1 “Acquisition of LeasePlan” of this Universal Registration Document.

2.1.3.2Reported performance

The following comments apply to actual (reported) performance, where:

• LeasePlan is consolidated from 22 May 2023, ALD Russia is deconsolidated from 20 April 2023, while ALD’s subsidiaries in Portugal, Ireland, Norway (except NF Fleet) and LeasePlan’s subsidiaries in Czech Republic, Finland and Luxembourg are deconsolidated from 1 August 2023;
• LeasePlan’s Purchase Price Allocation is applied from the acquisition date, i.e. 22 May 2023. 

Leasing contract and Services margins

Taken together, Leasing contract and Services margins (Total margins) reached EUR 2,616.1 million in 2023, an increase of 38.0% compared to 2022. Out of this amount, the contribution of LeasePlan since the acquisition closing was EUR 893.8 million (18).

Leasing contract margin was boosted by the reduction in depreciation costs (19) at ALD (EUR +514.6 million vs. EUR +350.3 million in 2022). As a result of continued high estimated used car prices, depreciation has been adjusted or stopped for those vehicles whose sales proceeds are forecast to be in excess of their net book value. The reduction in depreciation costs equals the difference between the contractual amortization costs and the revised amortization cost. It anticipates in the Leasing contract margin part of Used Car Sales results which would otherwise be recorded later.

Leasing contract margin was negatively impacted by the marked to market (MtM) of derivatives for EUR -186.0 million in 2023, due to the decrease in interest rates and the pull to par of the derivatives book. The stock of MtM of derivatives was EUR +78 million as at 31 December 2023. Ayvens holds a book of derivatives, initially from LeasePlan, whose purpose is to hedge the interest and foreign exchange rates exposure, when the profile of funding cannot be matched with that of the lease contract portfolio. While the Company is economically hedged, there can be accounting mismatches as operating leases do not qualify for hedge accounting under IFRS rules and hence associated derivatives (receiver of floating rates) are fair valued through the income statement. MtM of derivatives results from interest rate movements (e.g. as net receiver of floating rate, positive MtM when interest rates rise) and reverses towards the derivative’s maturity (pull to par). In Q4 2023, the Company de-designated the micro-fair value hedging (MFVH) relation of the swaps (payer of floating rates) associated with bond issues. As a result, Ayvens improved the compensation of fair values in its derivatives portfolio. Consequently, the sensitivity of the derivatives portfolio (20) to a +10/-10 bps parallel shift (without impact of convergence to par) decreased to EUR +10 million/EUR -10 million in the income statement.

Other non-operating items impacting the Leasing contract margin totalled EUR +77.8 million (vs. EUR +128.4 million in 2022):

• fleet revaluation of EUR +38.6 million vs. EUR +72.2 million in 2022;
• hyperinflation in Turkey EUR +39.2 million vs. EUR +59.9 million in 2022. The hyperinflation regime in Turkey is likely to create revenue volatility over the coming months;
• there was no adjustment to the provision in Ukraine in 2023 (vs. a EUR -3.6 million provision in 2022).

Used Car Sales (UCS) results

Ayvens’ 2023 UCS result reached EUR 349.5 million, lower than last year’s exceptionally high level of EUR 747.6 million, as a result of:

• the normalization of the used car market;
• the negative impact of reduction in depreciation costs in previous quarters: EUR -536.1 million, (of which EUR -312.2 million for ALD and EUR -223.9 million for LeasePlan (21)) vs. EUR -110.9 million in 2022);
• industry destocking of terminated vehicles to improve operating efficiency; and
• the impact of LeasePlan PPA (EUR -192.8 million since 22 May 2023).

Ayvens’ UCS result per unit (22) excluding the negative impact of reduction in depreciation costs and PPA came in at EUR 2,400 per unit in 2023 on total volumes of 449 thousand cars sold, vs. EUR 3,269 per unit on 263 thousand cars sold in 2022.

ALD’s UCS result per unit (23) including the negative impact of reduction in depreciation costs in previous quarters was EUR 1,312 per unit in 2023 vs. EUR 2,846 per unit in 2022. Had ALD not recorded any reduction in depreciation costs to reflect exceptionally high used car prices in previous quarters, the UCS result per unit would have been EUR 2,344 in 2023 (compared to EUR 3,269 in 2022).

As at 31 December 2023, Ayvens’ stock of reduction in depreciation costs yet to be reversed over the coming years was EUR 622.0 million (of which EUR 331.3 million to be reversed in 2024) hence having a negative impact on future UCS profits. Out of this amount, ALD’s stock of reduction in depreciation costs yet to be reversed over the coming years was EUR 441.8 million as at 31 December 2023, of which EUR 235.1 million to be reversed in 2024.

Consequently, Ayvens’ Gross operating income (GOI) reached EUR 2,965.6 million in 2023, up 12.2% vs. 2022. The impact of reduction in depreciation costs, net of the negative impact on UCS results was EUR +202.4 million on GOI over the full year (vs. EUR +239.4 million in 2022).

Operating expenses

Operating expenses amounted to EUR 1,591.6 million in 2023, up from EUR 882.7 million in the same period last year, mainly driven by LeasePlan’s contribution from 22 May 2023 onwards for EUR 651.1 million, costs to achieve of EUR 170.0 million (vs. EUR 128.0 million in 2022) as well as the cost of being regulated.

As a result, the Cost/Income ratio (excl. UCS result) stood at 60.8% in 2023 vs. 46.5% in 2022.

Cost of risk

Impairment charges on receivables came in at EUR 70.7 million in 2023, compared to EUR 46.1 million in 2022. The Cost of risk (24) remained low at 18 bps compared to 20 bps in 2022.

Net income

Non-recurring result came in at EUR -14.1 million in 2023, driven by a goodwill impairment on Fleetpool, the subscription subsidiary in Germany, for EUR 23.7 million. Last year’s non-recurring result was related to the impairment of ALD Russia and ALD Belarus for EUR -50.6 million.

Income tax expense decreased to EUR 374.0 million, down from EUR 446.0 million in 2022. The effective tax rate increased to 28.9% from 26.8% in 2022, due to non-deductible non-recurring expenses and the taxation of intra-group operations.

Result from discontinued operations amounted to EUR -77.6 million, mainly driven by the loss from the disposal of ALD Russia on 20 April 2023, which was only partially offset by the gain on the sale of ALD’s entities in Portugal, Ireland and Norway on 1 August 2023.

Non-controlling interests were EUR -27.9 million compared to EUR -4.7 million in 2022. The increase is due to the consolidation of LeasePlan, whose AT1 coupon payments to third parties are accounted for as non-controlling interests.

Ayvens’ Net income Group share reached EUR 816.2 million in 2023, down by 32.8% from the exceptionally high base of EUR 1,215.5 million in 2022.

Diluted earnings per share (25) was EUR 1.07 vs. EUR 2.68 in 2022.

The Return on average earning assets (26) decreased to 2.0% in 2023, down from the exceptionally high level of 5.1% in 2022, which was lifted by exceedingly favourable used car prices.

The Return on Tangible Equity (ROTE) came in at 12.4% in 2023, down from 26.4% in 2022.

The Board of Directors has decided to propose to the General Meeting of Shareholders the distribution of a dividend of EUR 0.47 per share in respect of the 2023 financial year, compared to EUR 1.06 the previous year. This amount corresponds to Ayvens’ PowerUP 2026 objective of paying 50% of Net income Group share (27) to its shareholders. Conditional on this approval, the dividend will be detached on 31 May 2024 and paid on 4 June 2024.

2.1.3.3Like-for-like performance

In presenting and discussing the Group’s financial position, operating results and net results throughout this Universal Registration Document, Ayvens uses certain Alternative performance measures not defined by IFRS and that have not been audited or reviewed. These Alternative performance measures (“APMs”) should not be viewed in isolation as alternatives to the equivalent IFRS measures and should be used as supplementary information in conjunction with the most directly comparable IFRS measures. Alternative performance measures do not have standardized meaning under IFRS and therefore may not be comparable to similar measures presented by other companies. The Group believes that these measures provide valuable supplemental information to the Company’s management, investors and other stakeholders to evaluate the company’s performance.

For illustration purposes, the following information is provided to assess the like-for-like performance of Ayvens:

• Full year 2023 with LeasePlan included over the full period (whereas LeasePlan was consolidated from 22 May 2023 only);
• Full year 2022 with LeasePlan included over the full period (whereas LeasePlan was consolidated from 22 May 2023 only and hence not consolidated in the reported FY 2022 figures);
• Full year 2022 and full year 2023 without ALD’s subsidiaries in Russia, Belarus, Portugal, Ireland, Norway (except NF Fleet), LeasePlan’s subsidiaries in the Czech Republic, Finland and Luxembourg (whereas they were actually deconsolidated on 20 April 2023 and 1 August 2023 respectively);
• LeasePlan’s Purchase Price Allocation (PPA) impacts included from the acquisition closing date, ie 22 May 2023.

These illustrative 2022 and 2023 income statements should not be considered as representative of the results which the combined Group would have achieved, nor of future results. Actual results may differ significantly from those reflected in these illustrative income statements for several reasons, including, but not limited to, differences in actual conditions compared to the assumptions used to prepare these illustrative income statements.

Like-for-like margins

Total margins (Leasing contract margin and Services margin) excluding reduction in depreciation costs, non-operating items and PPA impact would have been EUR 2,803.5 million in 2023, stable vs. 2022 (EUR 2,823.0 million) on a like-for-like basis.

Pressure on margins (28) expressed as a % of Average earning assets was observed in 2023, due to high inflation and interest rates, which could not be fully transferred to customers and contract extensions in a context of delayed car deliveries. This pressure is expected to reverse from the second half of 2024, due to the length of the order book, as Ayvens implements the aforementioned plan to improve its margins.

Like-for-like Gross operating income

Used car sales profit excluding the impact of the reduction in depreciation costs and PPA impact would have decreased by 11.4% from 2022, at EUR 1,343.2 million, on the back of the normalization of the used car market at a still high level and the exceptional accelerated sale of terminated vehicles at the end of 2023.

Gross operating income excluding non-recuring items and PPA impact would have been down by 4.4% vs. 2022, at EUR 4,146.7 million.

Like-for-like operating expenses

Operating expenses excluding non-recurring items and PPA impact would have amounted to EUR 1,791.8 million in 2023, an increase of 10.5% vs. 2022. The Cost/Income ratio, excluding non-recurring items and PPA impact would have reached 63.9% vs. 57.4% in 2022, mainly due to the costs of being regulated and almost stable margin revenues.

2.1.3.4Balance sheet and regulatory capital

Financial structure

Group shareholders’ equity (29) totalled EUR 10.1 billion as at 31 December 2023 (vs. EUR 6.9 billion as at 31 December 2022). Net asset value per share was EUR 12.33 and net tangible asset value per share was EUR 9.03 as at 31 December 2023.

The total balance sheet increased from EUR 31.3 billion as at 31 December 2022 to EUR 70.3 billion as at 31 December 2023, on the back of the integration of LeasePlan and the increase in earning assets, underpinned by the continued growth of EV which have a higher value, reaching EUR 52.0 billion as at 31 December 2023 vs. EUR 23.9 billion a year ago.

Financial debt (30) stood at EUR 37.6 billion at the end of December 2023 (vs. EUR 19.9 billion at the end of December 2022 (31)), while deposits reached EUR 11.8 billion. 33% of the funding consisted of loans from Societe Generale as at end 2023.

As part of its active liquidity management strategy, Ayvens continued to diversify its funding. The funding raised through bond issuances during 2023 reached a total of EUR 4.35 billion and confirms the market’s strong appetite for Ayvens' debt instruments. Ayvens has a EUR 4 billion to EUR 5 billion funding programme planned for 2024. This programme is well advanced: as at the date of this Universal Registration Document, including the pre-funding in 2023, circa 60% of its funding programme is already achieved.

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

The Company has strong long-term debt credit ratings from Moody’s (A1), S&P Global Ratings and Fitch Ratings (A-), which were upgraded to the single A category upon the acquisition of LeasePlan.

Regulatory capital

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

2.1.3.5Definitions and methodologies, alternative performance measures

Framework

The financial information presented in respect of the financial year ended 31 December 2023 was prepared in accordance with IFRS as adopted in the European Union and applicable at that date.

Reported performance

The reported performance corresponds to the actual performance, as shown in section 2.1.3.2 of this Universal Registration Document.

Like-for-like performance

For illustration purposes, management information is provided to assess the like-for-like performance of Ayvens, as per assumptions described in section 2.1.3.3 of this Universal Registration Document.

The illustrative 2022 and 2023 income statements displayed in this section should not be considered as representative of the results which the combined Group would have achieved, nor of future results. Actual results may differ significantly from those reflected in these illustrative income statements for several reasons including, but not limited to, differences in actual conditions compared to the assumptions used to prepare these illustrative income statements.

Return on Tangible Equity (ROTE)

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

It excludes:

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

It deducts:

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

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

Earnings per share

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

Net Asset Value, Net Tangible Asset Value

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

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

Regulatory capital and solvency ratios

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

2.1.4Investments

2.1.4.1Historical investments

The Group’s investments in property, plant and equipment and intangible assets (other than acquisitions and investments in the fleet) during the financial years ended 31 December 2022 and 2023 totalled EUR 109.2 million and EUR 276.9 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 May 2021, ALD announced the acquisition of Bansabadell Renting, the long-term leasing business of Banco Sabadell in Spain, adding around 19,500 vehicles in its financed fleet. The acquisition also included the conclusion of a white label distribution agreement under which Banco Sabadell provides its SME and individual customers in Spain with a Full Service Leasing solution managed by ALD.

In September 2021, ALD announced the acquisition of 17% of the share capital of Skipr through a capital increase. Skipr is a Belgian Mobility as a Service (MaaS) start-up. The combination of Skipr and ALD Move’s cutting-edge technologies contribute to the successful transition to sustainable mobility solutions that are more flexible, efficient and cost-effective.

In October 2021, ALD signed an agreement to acquire Fleetpool and its portfolio of approximately 10,000 vehicles. Fleetpool’s expertise in automotive subscriptions enables it to leverage its mobility offer for individuals and companies, as well as car manufacturers wishing to diversify their distribution model and service offering. 

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

In May 2023, ALD announced the closing of the LeasePlan acquisition (see Section 2.1.2.2 “Key strategic initiatives and operational developments” of this Universal Registration Document).

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

In October 2023, Ayvens sold its subsidiary ALD Belarus.

In February 2024, Ayvens sold its subsidiary LeasePlan Russia.

All acquisitions made by the Group, except for the acquisition of LeasePlan, were paid for in cash from its own internal cash resources. The financing of the LeasePlan acquisition is described in Section 2.1.2.2 “Key strategic initiatives and operational developments” of this Universal Registration Document. Investments in the fleet were funded by debt as discussed in Section 2.5 “Net cash flows from investing activities” of this Universal Registration Document. 

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

2.1.4.2Ongoing investments

The Group has no ongoing investments.

2.1.4.3Future investments

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

2.2Trend information

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

2.2.1Business trends

Detailed descriptions of the Group’s results for the financial year ended 31 December 2023 and of the principal factors affecting the Group’s operating income are contained in sections 2.1.2 “Ayvens activity” and 2.1.3 “Financial results” of this Universal Registration Document.

2.2.2Medium-term objectives

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

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

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

2.2.3Outlook for 2024

The integration of LeasePlan progressed according to plan in 2023, paving the way for another key year of transformation in 2024. 

In a slow-growth European economy (+0.5% expected in 2024) where inflation converges towards more normal levels (+2.4%) and interest rates begin to decline (ECB refinancing rate expected at 3.25% as at end-2024), Ayvens expects new car registrations to continue progressing compared to 2023 and the used car market to further normalize. As a result, Ayvens’ guidance for the full-year 2024 is as follows:

• Earning asset growth between +7% and +9% vs. end-December 2023;
• UCS result per unit between EUR 1,100 and EUR 1,600 on average, excluding the negative impact of reduction in depreciation costs and PPA, resulting in between EUR 100 and EUR 600 on average, including the negative impact of reduction in depreciation costs and PPA;
• Pre-tax P&L synergies of EUR 120 million (unchanged);
• Cost/income ratio excluding UCS results, non-recurring items and PPA: 65% to 67%;
• Costs to achieve (CTA) the integration of EUR 190 million (unchanged);
• Dividend payout of 50%;
• CET1 ratio of circa 12%.

2.3Subsequent events

In February 2024, Ayvens sold its subsidiary LeasePlan Russia. Ayvens is no longer present in Russia. For more details, see Section 6.2 “Notes to consolidated financial statements”, note 39 “Events after the reporting period”. 

In March 2024, Ayvens obtained the Declaration of No-Objection (DNO) from both the European Central Bank and the Dutch National Bank. The DNO allows the Group to merge ALD and LeasePlan's activities together and is an important step forward in the journey towards integration to become a single entity. Consequently, the shares of almost all LeasePlan entities will be transferred in a phased approach from LeasePlan Corporation N.V. to ALD SA. Once this is completed, ALD SA will, directly or indirectly, own all operating entities, ultimately allowing it to simplify and streamline the corporate governance, processes and business activities, particularly in the 20 overlapping countries where both entities are present.

2.4Research and development, patents and licences

2.4.1Research and development

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

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

In 2023, Ayvens continued to develop its portfolio of innovative products, including the electric offer, a holistic “end-to-end” approach to the powertrain shift for company and commercial fleets, which is now available in 34 countries.

ALD’s connected car platform has now more than 160,000 connected vehicles through the use of ALD's ProFleet solution and through Ayvens' cost avoidance insurance offering.

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

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

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

• rights to trademarks and other distinctive signs used by the Group in the ordinary course of business:
• Further to the listing of ALD shares on Euronext Paris, a trademark assignment agreement and a trademark licence agreement were concluded between ALD and Societe Generale so as to regulate ALD’s use of these trademarks. The trademark assignment agreement aimed at transferring to ALD the ownership of the trademarks which do not contain any elements of the Societe Generale brand and previously owned by Societe Generale, in the countries where they are registered.
• Societe Generale awarded ALD a licence to use the Societe Generale logo, under a trademark licence agreement concluded for a term of 99 years and permitting such trademarks to be sub-licensed. The trademark licence agreement provides for Societe Generale’s right to terminate the agreement in the event of a reduction of its holding in ALD below 50% as well as in the event of insolvency, winding-up or dissolution of ALD. In the case of such termination, the proposed agreement provides for an additional period of 18 months post-termination for the use of the licenced trademarks.

• In October 2023, the Group launched its new global mobility brand “Ayvens” to unify ALD and LeasePlan. Along with Societe Generale, the Group has registered domain names for its website in the countries where it operates and has also ensured the protection of the “Ayvens” trademark in France and Europe. It is currently finalising its registration in all the jurisdictions where the Group operates. The Group registers its ownership of various domain names (including Ayvens, ALD Automotive, ALD Carmarket, MyALD, LeasePlan websites and ALD Net) centrally, mostly through external services;
• rights relating to information systems, data protection and software licences that the Group uses in connection with its business:
• The Group has developed information systems it uses on a daily basis in connection with its business, notably relating to data protection and security. It has developed some policies related to improving the classification and protection of sensitive information and reinforcing its general security guidelines. For more information on the Group’s security policy and related information systems, see Section 4.1.4.1 “IT Risks” of this Universal Registration Document.
• The Group and its subsidiaries hold licences for the main software it uses in conducting its business.

2.5Cash flow 

2.5.1Net cash flows related to operating activities

Amounts received for disposal of rental fleet

Amounts received for disposal of the rental fleet increased to EUR 7,253.4 million during the financial year ended 31 December 2023 compared to EUR 3,916.6 million during the financial year ended 31 December 2022, primarily as a result of the consolidation of LeasePlan from 22 May 2023 and used car prices still at an exceptionally high level compared to pre-COVID levels.

Amounts paid for acquisition of rental fleet

The amounts paid for the acquisition of the leased vehicle fleet were EUR 18,257.1 million during the financial year ended 31 December 2023 compared to EUR 9,554.0 million during the financial year ended 31 December 2022, due to the consolidation of LeasePlan from 22 May 2023 and the higher value of new vehicles, especially EV.

Change in working capital

Changes in working capital (comprising short-term assets and liabilities) resulted in a net positive contribution to the net cash from operating activities of EUR 249.1 million during the financial year ended 31 December 2023 compared to a net negative contribution of EUR 329.9 million during the financial year ended 31 December 2022. The change is due to the increase in trade and other payables and other accruals.

Net finance income (expense)

Net finance income has increased to EUR 979.8 million during the financial year ended 31 December 2023, compared to EUR 759.5 million during the financial year ended 31 December 2022. This change is the result of interest received growing more than the interest paid over the year. In particular, the proceeds of the December 2022 rights issue aimed at financing the acquisition of LeasePlan were placed until the acquisition closing in May 2023.

2.5.2Net cash flows related to investment activities

Effect of change in Group structure

Net cash flows related to the scope effect amounted to EUR 1,967.8 million during the financial year ended 31 December 2023, compared to EUR 35.4 million in net flows during the financial year ended 31 December 2022. The change is due to the acquisition of LeasePlan, only partially offset by the disposal of ALD’s subsidiaries in Russia, Belarus Portugal, Ireland and Norway (except NF Fleet).

2.5.3Net cash flows related to financing activities

Proceeds of borrowings from financial institutions

Proceeds of borrowings from financial institutions increased to EUR 10,529.2 million during the financial year ended 31 December 2023 compared to EUR 7,383.9 million during the financial year ended 31 December 2022. The increase is due to the issuance of Tier 2 debt for EUR 1.5 billion, which partly financed the acquisition of LeasePlans and due to the consolidation of LeasePlan from 22 May 2023.

Repayment of borrowings from financial institutions

Repayments of borrowings from financial institutions reached EUR 6,661.1 million during the financial year ended 31 December 2023 compared to EUR 6,731.3 million during the financial year ended 31 December 2022.

Proceeds from issued bonds

Proceeds from bond and securitization issues rose to EUR 5,507.6 million during the financial year ended 31 December 2023 compared to EUR 1,990.8 million during the financial year ended 31 December 2022, as a result of Ayvens’ proactive liquidity management and funding diversification strategy.

Repayment of issued bonds

Repayment of issued bonds and securitizations increased to EUR 4,414.3 million during the financial year ended 31 December 2023 compared to EUR 1,351.4 million during the financial year ended 31 December 2022, as a result of the higher amount maturing.

Ayvens was also active during the 2023 financial year in terms of securitization. Two private securitization programmes were renewed in the UK and the Netherlands and one public securitization was renewed in France for total of circa EUR 1.5 billion.

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

Capital increase

In December 2022, the Group successfully completed a EUR 1.2 billion rights issue in order to finance part of the cash component of the LeasePlan acquisition in 2023 (see Section 6.2 note 2.1 "Acquisition of LeasePlan").

2.6Risks and control

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

2.7Share capital and shareholder structure

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

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

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

Upon closing of the transaction on 22 May 2023, the share capital of the Company amounted to EUR 1,225,440,642, comprising 816,960,428 shares and has not changed since then.

2.7.2Shares held by or on behalf of the Company

As at 31 March 2024, the Company held 983,046 treasury shares, of which: i) 143,312 shares held under the liquidity agreement entered into between the Company and Exane BNP Paribas on 14 January 2021 and transferred by Exane BNP Paribas to BNP Paribas Arbitrage on 23 October 2023 and ii) 839,734 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 24 May 2023 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. 225-209 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 Extraordinary Shareholders’ Meeting;
• allocate, cover and honour any free shares or employee savings plans and any type of allocation for 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;
• retain and later tender as part of 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 all of the Company’s securities, the Board of Directors shall not, during the offering period, decide to implement this resolution 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 authorisation, 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 future transactions on the Company’s share capital and, generally, to do all that is necessary for the application of this authorisation.

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 993,550 shares for a value of EUR 9,366,399 in 2023 and sold 967,453 shares for a value of EUR 9,612,062 over the full year 2023. At 31 December 2023, 154,551 shares were held in the liquidity agreement.

In order to cover its long-term free shares incentive plan, Ayvens bought back 442,582 treasury shares between 1 January 2023 and 31 December 2023 for a total amount of EUR 4,693,712 excluding the liquidity agreement.

During 2023, 373,694 shares were definitively acquired (vested) by the beneficiaries of the free share plan and are therefore no longer held by Ayvens.

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

2.7.3Transactions of managers or members of the Board of Directors

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

2.7.4Dividends distributed for the three previous years

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

2.7.5Shareholders

2.7.5.1Shareholders holding more than 5% of the share capital

To the Company’s knowledge, at 31 December 2023, no shareholders held, directly or indirectly, 5% or more of the share capital or voting rights of the Company, other than:

• Societe Generale, which held, directly or indirectly, 429,649,292 shares, representing 52.59% of the capital and 69.00% of the voting rights of the Company;
• Lincoln Financing Holdings Pte. Limited. which held, directly or indirectly, 77,755,523 shares, representing 9.52% of the capital and 6.24% of the voting rights of the Company;
• Lincoln Holding S.à r.l. which held, directly or indirectly, 66,027,751 shares, representing 8.08% of the capital and 5.30% of the voting rights of the Company.

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

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

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

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

2.7.5.2Crossing of legal and regulatory thresholds

Since 1 January 2023, the following declarations of legal and regulatory threshold crossings had been declared to the Company:

• DNCA Finance fell below the threshold of 2.00% of the share capital and voting rights on 9 February 2023 and at that date held 11,245,362 shares;
• BlackRock exceeded the threshold of 2.00% of the share capital and voting rights on 2 March 2023 and at that date held 16,956,180 shares;
• BlackRock reached the threshold of 3.00% of the share capital and voting rights on 3 March 2023 and at that date held 17,020,815 shares;
• BlackRock fell below the threshold of 3.00% of the share capital and voting rights on 7 March 2023 and at that date held 16,962,580 shares;
• BlackRock exceeded the threshold of 3.00% of the share capital and voting rights on 13 March 2023 and at that date held 17,121,768 shares;
• BlackRock fell below the threshold of 3.00% of the share capital and voting rights on 14 March 2023 and at that date held 16,887,221 shares;

• BlackRock reached the threshold of 3.00% of the share capital and voting rights on 16 March 2023 and at that date held 16,983,995 shares;
• DNCA Finance exceeded the threshold of 2.00% of the share capital and voting rights on 26 April 2023 and at that date held 11,704,247 shares;
• TDR Capital Lincoln Co-Investment L.P. exceeded the threshold of 5.00% of the share capital and voting rights on 22 May 2023 and at that date held 66,027,751 of shares;
• Lincoln Financing Holdings Pte. Ltd exceeded the threshold of 5.00% of the share capital and voting rights on 22 May 2023 and at that date held 77,755,523 of shares;
• GIC Holding exceeded the threshold of 3.00% of the share capital and 2.00% of the voting rights on 22 May 2023 and at that date held 31,175,750 of shares;
• Abu Dhabi Investment authority exceeded the threshold of 4.00% of the share capital and 2.00% of the voting rights on 25 May 2023 and at that date held 33,302,633 shares;
• DNCA Finance fell below threshold of 2.00% of the share capital and the voting rights on 31 May 2023 and at that date held 12,030,197 shares;
• BlackRock exceeded the threshold of 2.00% of the share capital and 1.00% of the voting rights on 2 June 2023 and at that date held 18,729,443 shares;
• BlackRock exceeded the threshold of 2.00% of the share capital and 1.00% of the voting rights on 31 July 2023 and at that date held 18,683,589 shares;
• BlackRock exceeded the threshold of 2.00% of the share capital and 1.00% of the voting rights on 1 August 2023 and at that date held 18,856,943 shares;
• BlackRock exceeded the threshold of 2.00% of the share capital and 1.00% of the voting rights on 4 August 2023 and at that date held 18,510,952 shares;
• DNCA Finance exceeded the threshold of 1.50% of the share capital and 1.00% of the voting rights on 8 August 2023 and at that date held 12,788,249 shares;
• BlackRock exceeded the threshold of 2.00% of the share capital and 1.00% of the voting rights on 9 August 2023 and at that date held 18,746,635 shares;
• BlackRock fell below the threshold of 2.00% of the share capital and still above 1.00% of the voting rights on 31 August 2023 and at that date held 15,861,945 shares;
• BlackRock fell below the threshold of 2.00% of the share capital and voting rights on 26 September 2023 and at that date held 2,689,735 shares;
• DNCA Finance fell below the threshold of 2.00% of the share capital and voting rights on 29 November 2023 and at that date held 12,315,828 shares;
• DNCA Finance fell below the threshold of 2.00% of the share capital and voting rights on 19 January 2024 and at that date held 12,245,488 shares;
• DNCA Finance exceeded the threshold of 1.50% of the share capital and 1.00% of the voting rights on 2 February 2024 and at that date held 12,490,912 shares;
• DNCA Finance fell below the threshold of 1.00% of the voting rights, while remaining above the threshold of 1.50% of the share capital on 13 March 2024 and at that date held 12,372,542 shares; 
• DNCA Finance exceeded the threshold of 1.00% of the voting rights on 20 March 2024 and at that date held 12,481,294 shares.
•  

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

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

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

The shareholders’ agreement will remain in force until the earliest of the following three dates: (i) the date on which ATP, Lincoln and TDR cease to hold, together, at least 16.67% of the share capital of ALD, (ii) the date on which Societe Generale ceases to hold at least 5% of the share capital of ALD and (iii) the 15th anniversary of the signing of the shareholders’ agreement.

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

Shareholding structure of Ayvens (32)

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

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

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

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

Voting rights (Article 8)

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

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

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

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

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

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

Shareholder identification process (Article 11)

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

Threshold crossings (Article 12)

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

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

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

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

Modification of the rights of shareholders

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

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

Corporate governance

Governance serving strategy

3.1Composition of administrative and management bodies

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

3.1.1Board of Directors

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

Note 1: the subsidiaries of ALD 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 ALD shares Professional address: Tours Societe Generale 75886 Paris CEDEX 18	Pierre PALMIERI	Expertises
	Director, Chairperson of the Board of Directors, Chairperson of the Strategic Committee Deputy CEO Of Societe Generale
	Pierre PALMIERI (French citizen) has been Deputy Chief Executive Officer and member of the Executive Management and Executive Committee of Societe Generale Group since May 2023. He has more than 30 years of experience in several corporate and investment banking businesses in France and abroad. Pierre PALMIERI joined Societe Generale in 1987, more specifically the Export Financing department of Societe Generale Corporate & Investment Banking, before heading the financial engineering team in 1989. He joined the Agence Internationale team in 1994, where he created the Global Commodities Financing business line, before being appointed Head of Structured Commodities Financing in 2001. In 2006, he created the Natural Resources and Energy business line, where he became Co-Global Head. In 2008, he was appointed Deputy Head of Financing Activities (Global Finance), then Head from 2012 to 2019. From 2019 until May 2023, he was Head of all Global Banking & Advisory activities.  Pierre PALMIERI is a graduate of the Ecole Supérieure de Commerce de Tours.
	Other offices held currently: French and foreign listed companies: Societe Generale * (France), Deputy CEO since 05/23
	Other offices and positions held in other companies in the last five years: French and foreign unlisted companies: Societe Generale Luxembourg * – Director from 2012 to 2019 SG Marocaine De Banques * - Director from 2022 to 2023
*Societe Generale.

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

Date of birth: 19 June 1961 First appointment: 20 May 2020 Term of the mandate: 2024 Holds: 1,407 ALD shares Professional address: 7 avenue de Camoens, 75116,   France	Anik CHAUMARTIN	Expertises
	Independent Director, Chairperson of the Audit Committee, member of the Risk Committee
	Anik CHAUMARTIN (French citizen) is a chartered accountant, Statutory Auditor and retired partner of PwC France. Global Relationship Partner at PwC for over 20 years, she has 37 years of experience in consulting and auditing, particularly in the financial services and consumer goods sectors. She has also held, for more than 15 years, various managerial responsibilities within PwC, in France or internationally, as COO of PwC Audit France (2005‑2008), Human Capital Leader of PwC France (2008‑2013), Head of Audit France (2011‑2013), Global Assurance Leader - member of the Executive Committee of the global audit activities (2013‑2018) and member of the management team of PwC Financial services in France (2018‑June 2021). Anik CHAUMARTIN is a graduate of the Ecole Supérieure de Commerce de Paris.
	Other offices held currently: Foreign listed companies: Director of Allied Irish Bank and Allied Irish Group plc French and foreign unlisted companies: Director of La Banque Postale Director of Saol Assurance Dac (since 13/10/22) Saol Assurance Holdings (since 17/01/23)
	Other offices and positions held in other companies in the last five years: Global Assurance Markets Leader, PwC Global Network (2013‑2018) Member of the Leadership Team of PwC Financial Services France (2018‑June 2021) President of the CNCC Banking Commission (until April 2022)

Date of birth: 27 April 1964 First appointment: 16 June 2017 Term of the mandate: 2025 Holds: 1,540 ALD shares Professional address: Place Costes – Bellonte 92270 Bois-Colombes	Xavier DURAND	Expertises
	Independent Director, Chairperson of the Risk Committee, member of the Audit Committee Chief Executive Officer of the Coface Insurance Group
	Xavier DURAND (French citizen) is the CEO of the Coface Group since February 2016. Previously, Xavier DURAND had an international career within the financial activities of the General Electric Company where, prior to being Head of Strategy & Growth for GE Capital International based in London (2013‑2015), he was the Chief Executive Officer of GE Capital Asia Pacific (2011‑2013) based in Tokyo, Chief Executive Officer of the Europe and Russia banking activities of GE Capital (2005‑2011), Chairperson and Chief Executive Officer of GE Money France (2000‑2005) and Head of Strategy and New Partnerships of GE Capital Auto Financial Services based in Chicago (1996‑2000). Earlier, Xavier DURAND was Chief Operating Officer of Banque Sovac Immobilier in France from 1994 to 1996. Engineer of Ponts et Chaussées corps, Xavier DURAND graduated from the Ecole Polytechnique and the Ecole des Ponts ParisTech. He started his career in 1987 in consulting (Gemini Group), strategy and project management (GMF, 1991‑1993).
	Other offices held currently: French listed company: Coface SA – Chief Executive Officer since 2016 Within Coface – French and foreign unlisted company: Compagnie française d’assurance pour le commerce extérieur (Coface) – Chairperson of the Board of Directors – Managing Director – Director Coface North America Holding Company – Chairperson of the Board of Directors and Director

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

Date of birth: 5 December 1961 First appointment: 16 June 2017 Term of the mandate: 2027 Holds: 7,400 ALD 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 Economique (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 and CEO Société de Gestion PREVOIR – Legal representative of Société Centrale PREVOIR – Director MIRAE ASSET PREVOIR LIFE Vietnam – Legal representative of PREVOIR‑Vie – Director ASSURONE – Member of the Supervisory Board UTWIN – Member of the Supervisory Board SARGEP – Director PREVOIR Foundation – Member of the Executive Board Outside Prevoir – French and foreign listed companies: SCOR SE – Independent Director, member of the Strategy Committee, the Compensation Committee, the Audit Committee and the Sustainability Committee
	Other offices and positions held in other companies in the last five years: French and foreign unlisted companies: SNCF Reseau – Director PREVOIR Risques Divers – Chairperson and CEO PKMI (PREVOIR Kampuchea Micro Life Insurance) – Legal representative of PREVOIR‑Vie – Director Lloyd Vie Tunisie – Legal representative of Prevoir Vie, Director

Date of birth: 12 September 1965 First appointment: 16 June 2017 Term of the mandate: 2024 Holds: 1,000 ALD shares Professional address: 100, rue de Courcelles 75017 Paris	Christophe PÉRILLAT	Expertises
	Independent Director, Chairperson of the Nomination Committee, member of the Compensation Committee and of the Strategic Committee Chief Executive Officer of Valeo
	Christophe PERILLAT (French citizen) was appointed Chief Executive Officer of Valeo on 26 January 2022, in accordance with the succession plan announced on 27 October 2020. Christophe PERILLAT has previously held various management positions within the Valeo Group, including Chief Operating Officer from May 2021 to January 2022, Executive Vice President from October 2020 to May 2021, Chief Operating Officer from March 2011 to October 2020, President of the Comfort and Driving Assistance Systems Branch from 2009 to 2011, Director of the Switches and Detection Systems Branch from 2003 to 2009, and Director of a Division of the Electronics and Connective Systems Branch in 2001 and 2002. Christophe PERILLAT previously worked in the aeronautical industry within the Labinal Group as Director of the North American aeronautical and defence division from 1996 to 2000, and Plant Manager in Toulouse from 1993 to 1995. Christophe PERILLAT is a graduate of the Ecole Polytechnique and Ecole des Mines de Paris.
	Other offices held currently: French listed company: Valeo – Chief Executive Officer (since January 2022) Valeo – Director Unlisted French company: Valeo Service – Chairperson Unlisted foreign companies: Valeo Service Espana SAU – Spain – Director Valeo North America, Inc. – USA – Chairperson and Director Valeo (UK) Limited – United Kingdom – Chairperson and Director Valeo SpA – Italy – Chairperson and Director
	Other offices and positions held in other companies in the last five years: None.

Date of birth: 13 August 1974 First appointment: 19 May 2021 Term of the mandate: 2025 Holds: 0 ALD 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 ALD since May 2021. He is also Chief Executive Officer of 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 Boursorama as Director of Boursorama Banque from 2010 to 2015, Deputy Director of Boursorama Banque from 2006 to 2009 and Director of Boursorama Invest from 2002 to 2005. Before joining Boursorama, 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: Boursorama * – Managing Director Boursorama * – 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.

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

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

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

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

Non-voting member

In 2023, the Board of Directors was assisted by a non-voting member whose role was to support it in monitoring the integration of LeasePlan, the Company’s evolution towards a regulated status of CFH and the smooth operation of the new governance.

Date of birth: 14 December 1959 First appointment: 24 May 2023 (non-voting member) Term of the mandate: 2025 Holds: 6,630 ALD shares Professional address: 1, rue Eugène et Armand Peugeot 92500 Rueil-Malmaison	Didier HAUGUEL	Expertises
	Non-voting member, director, consultant, mediator
	Didier HAUGUEL (French citizen) has been a non-voting member of ALD since May 2023. A director of ALD since 2009, he was Chairperson of the Board of Directors from 2009 to 2011 and then from 2017 to 2019. Since 2019, he has held non-executive roles as an independent director, consultant and mediator. He was a member of Societe Generale Management Committee from 2000 to 2019, he was Country Officer for Russia from 2012 to 2019. Member of the Societe Generale Executive Committee from 2007 to 2017, he had been Co‑Head of International Banking and Financial Services from 2013 to 2017 and held several positions in Societe Generale, such as Head of Specialised Financial Services and Insurance from 2009 to 2013 and Chief Risk Officer from 2000 until 2009. After having been Head of Central Risk Control at Societe Generale from 1991 to 1995, he was appointed Chief Operating Officer of Societe Generale in New York (USA) from 1995 to 1998, then Director of Resources and Risk for the Americas Regional Division from 1998 to 2000. He joined the General Inspection Department of Societe Generale in 1984. Didier HAUGUEL has graduated from the Institut d’études politiques de Paris (Sciences Po) and holds a Bachelor’s degree in Public law.
	Other offices held currently: Unlisted French companies: Société Centrale Prévoir - Director
	Other offices and positions held in other companies in the last five years: Unlisted French companies: La Banque Postale Financement * – Vice‑Chairperson and member of the Supervisory Board Sogecap * – Chairperson and Director SG Equipment Finance SA * – Chairperson and Director Unlisted foreign companies: GEFA Bank GmbH * – Germany – Chairperson and Director CB Deltacredit * – Russia – Chairperson and Director LLC Rusfinance * – Russia – Chairperson and Director Riverbank – Luxembourg – Director Foreign listed company: PJSC Rosbank * – Russia – Chairperson and Director
*Societe Generale.

3.1.1.1Directors’ independence

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

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

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

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

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

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